Exhibit 1.1
IRON HORSE ACQUISITIONS CORP.
UNDERWRITING AGREEMENT
New York, New York
_________, 2023
EF Hutton, division of Benchmark Investments, LLC
300 Park Avenue, 16th Floor
New York, NY 10022
As Representative of the Underwriters
named on Schedule A hereto
Ladies and Gentlemen:
Iron Horse Acquisitions Corp.,
a Delaware corporation (the “Company”), hereby confirms its agreement with EF Hutton, division of Benchmark Investments, LLC
(the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters”
or, each underwriter 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 contained herein, but subject to the terms and conditions herein set forth, the Company
agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company,
severally and not jointly, an aggregate of 6,000,000 units (the “Firm Units”) of the Company, as set forth opposite the respective
names of the Underwriters on Schedule A hereto, at a purchase price (net of discounts and commissions) of $9.915 per Firm Unit. The Firm
Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm
Unit consists of one share of common stock of the Company, par value $0.0001 per share (the “Shares”), one redeemable warrant
(the “Warrants”), and one right to receive one-fifth (1/5) of one Share (the “Rights”) upon the consummation by
the Company of a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization, or similar business
combination with one or more businesses (the “Business Combination”) pursuant to the Rights Agreement (as defined in Section
2.24). The Shares, Warrants and Rights included in the Firm Units will trade separately on the 52nd day following the date hereof unless
the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will
the Shares, Warrants and Rights included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange
Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s
receipt of the proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information
with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised
prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press
release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one Share for $11.50 per
share, subject to adjustment, commencing 30 days following the consummation by the Company of the Business Combination and expiring on
the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption of the Shares
or liquidation of the Company.
1.1.2 Payment and Delivery.
Delivery and payment for the Firm Units shall be made at 10:00 a.m., New York City time, on the second (2nd) Business Day (as defined
below) following the commencement of trading of the Units, or at such earlier time as shall be agreed upon by the Representative and the
Company, at the offices of Loeb & Loeb LLP, counsel to the Underwriters (“Loeb”), or at such other place as
shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units is called the
“Closing Date.” Payment for the Firm Units shall be made on the Closing Date by wire transfer in Federal (same day) funds,
payable as follows: $60,000,000 of the proceeds received by the Company for the Firm Units and the sale of Placement Warrants (as defined
in Section 1.4.2) shall be deposited in the trust account (“Trust Account”) established by the Company for the benefit of
the Public Stockholders (as defined below), as described in the Registration
Statement (as defined in Section 2.1.1) pursuant to the terms
of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust
Company (“CST”). The funds deposited in the Trust Account shall include an aggregate of $2,190,000 ($0.365 per Firm Unit),
payable to the Underwriters as Deferred Underwriting Commission, in accordance with Section 1.3 hereof. The remaining proceeds (less commissions
and actual expense payments or other fees payable pursuant to this Agreement), if any, shall be paid to the order of the Company upon
delivery to the Representative of certificates (in form and substance satisfactory to the Representative) 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)
full Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery,
at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units
except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public Stockholders”
means the holders of Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Initial Stockholders
(defined below) to the extent such Initial Stockholders acquire such Shares in the aftermarket (and solely with respect to such Shares).
“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are
authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized
or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”
or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority
so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally
are open for use by customers on such day.
1.2 Over-Allotment Option.
1.2.1 Option Units. The
Representative is hereby granted an option (the “Over-allotment Option”) to purchase up to an additional 900,000 units (the
“Option Units”), the gross proceeds of which will be deposited in the Trust Account, for the purposes of covering any over-allotments
in connection with the distribution and sale of the Firm Units. Such Option Units shall be identical in all respects to the Firm Units.
Such Option Units shall be purchased for each account of the several Underwriters in the same proportion as the number of Firm Units,
set forth opposite such Underwriter’s name on Schedule A hereto, bears to the total number of Firm Units (subject to adjustment
by the Representative to eliminate fractions). The Firm Units and the Option Units are hereinafter collectively referred to as the “Units,”
and the Units, the Shares, Warrants and Rights included in the Units, and the Shares issuable upon exercise of the Warrants and conversion
of the Rights are hereinafter referred to collectively as the “Public Securities.” No Option Units shall be sold or delivered
unless the Firm Units previously have been, or simultaneously are, sold and delivered. The right to purchase the Option Units, or any
portion thereof, may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any
time upon notice by the Representative to the Company. The purchase price to be paid for each Option Unit will be the same price per Firm
Unit set forth in Section 1.1.1 hereof.
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 45 days after the effective date (“Effective Date”) of the Registration
Statement (as defined in Section 2.1.1 hereof). 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 written notice (which
may be by email) to the Company by the Representative, which must be confirmed in accordance with Section 10.1 herein setting forth the
number of Option Units to be purchased and the date and time for delivery of and payment for the Option Units (the “Option Closing
Date”), which will not be later than five (5) full Business Days after the date of the notice or such other time and in such other
manner as shall be agreed upon by the Company and the Representative, at the offices of Loeb or at such other place (including remotely
by facsimile or other electronic transmission) 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 Option Closing Date will be as set forth in the notice. 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.
Payment for the Option Units shall be made on the Option Closing Date by wire transfer in Federal (same day) funds, payable as follows:
$9.915 per Option Unit shall be deposited in the Trust Account pursuant to the Trust Agreement upon delivery to the Representative of
certificates (in form and substance satisfactory to the Representative) representing the Option Units (or through the facilities of DTC)
for the account of the Representative. The amount to be deposited in the Trust Account will include $0.365 per Option Unit (up to $328,500),
payable to the Underwriters as Deferred Underwriting Commission in accordance with Section 1.3 hereof. The certificates representing the
Option Units to be delivered will be in such denominations and registered in such names as the Representative requests in writing not
less than two full 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 full Business Day prior to such Closing Date. The Company shall not be obligated to sell or deliver the Option Units
except upon tender of payment by the Underwriters for applicable Option Units.
1.3 Deferred Underwriting Commission.
The Underwriters agree that 3.65% of the gross proceeds from the sale of the Firm Units ($2,190,000) and the Option Units (up to $328,500),
if any (collectively, the “Deferred Underwriting Commission”), will be deposited and held in the Trust Account and payable
directly from the Trust Account, without accrued interest, to the Underwriters for their own accounts upon consummation of the Company’s
initial Business Combination. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of
the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement,
the Underwriters agree that: (i) they shall forfeit any rights or claims to the Deferred Underwriting Commission; and (ii) the Deferred
Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among
the Public Stockholders.
1.4 Private Placements.
1.4.1 Founder Shares. In
November 2021, the Company issued for an aggregate consideration of $25,000, 5,750,000 Shares (the “Founder Shares”) to Bengochea
SPAC Sponsors I LLC (the “Sponsor”). In September 2022 and September 2023, the Sponsor surrendered 2,875,000 Founder Shares
and 943,000 Founder Shares, respectively, resulting in an aggregate of 1,932,000 Founder Shares outstanding. No underwriting discounts,
commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in
the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor or any of its transferees prior
to the date hereof (collectively, the “Initial Stockholders”) until the earlier of: (i) 180 days following the consummation
of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, the date on which the Company completes
a liquidation, merger, stock exchange or other similar transaction after the initial Business Combination, that results in all of the
Company’s stockholders having the right to exchange their Shares for cash, securities or other property. The Founder Shares shall
be subject to restrictions on transfer, and exceptions to those restrictions, as set forth in the Insider Letters (as defined in Section
2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the
Founder Shares in the event the Company fails to consummate a Business Combination within 12 months (or up to 18 months, if applicable)
from the closing of the Offering. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares.
In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares
(up to 252,000 Founder Shares) such that the Founder Shares then outstanding will comprise approximately 22% of the issued and outstanding
shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
1.4.2 Warrant Private Placement.
Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Warrant
Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 2,457,000 warrants of the Company, which warrants are identical
to the Warrants contained in the Firm Units subject to certain exceptions (collectively, the “Placement Warrants”) at a purchase
price of $1.00 per Placement Warrant in a private placement (the “Warrant Private Placement”) intended to be exempt from registration
under the Act pursuant to Section 4(a)(2) of the Act. The terms of the Placement Warrants are as described in the Prospectus (as defined
in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant
to the Sponsor Warrant Purchase Agreement, up to an additional 76,500 Placement Warrants at a purchase price of $1.00 per Placement Warrant
in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price
for the Placement Warrants to be paid by the Sponsor has been delivered to CST or counsel to the Company or the
Representative to hold
in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the
Trust Account on the Closing Date or the Option Closing Date, as the case may be. The Placement Warrants and the shares of Common Stock
issuable upon exercise of the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” No
underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in
the Warrant Private Placement. The Placement Warrants are identical to the Warrants except that they may not be sold, assigned or transferred
by the Sponsor until consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities,
the Representative Shares (as defined in Section 1.5) and the Founder Shares are hereinafter referred to collectively as the “Securities.”
1.5 Representative’s Shares.
Upon the Closing of the Offering, the Company shall issue to the Representative 35,000 Shares (the “Representative Shares”).
The Representative has agreed not to transfer, assign or sell any such Representative Shares without prior consent of the Company until
the completion of the initial Business Combination. In addition, the Representative has agreed (i) to waive its redemption rights (or
right to participate in any tender offer) with respect to such shares in connection with the completion of the initial Business Combination
and (ii) to waive its rights to liquidating distributions from the trust account with respect to such shares if the Company fails to complete
the initial Business Combination within 12 months (or up to 18 months, if applicable) from the Closing of the Offering. The Representative
will not sell, transfer, assign, pledge or hypothecate the Representative Shares, or cause the Representative Shares to be the subject
of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representative
Shares by any person, for a period of 180 days (pursuant to Rule 5110(e)(1) of the Conduct Rules of FINRA) following the Effective Date
to anyone other than (i) the Representative or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide
officer or partner of the Representative or of any such underwriter or selected dealer. On and after the 181st day following the Effective
Date, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. The certificates for the
Representative Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s
Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.21.4).
1.6 Working Capital. Upon
consummation of the Offering, approximately $624,000 of the net proceeds from the sale of Units and Placement Warrants will be released
to the Company and held outside of the Trust Account to fund the working capital requirements of the Company.
1.7 Interest Income. Prior
to the Company’s consummation of a Business Combination or the Company’s liquidation, interest earned on the Trust Account
may be released to the Company from the Trust Account in accordance with the terms of the Trust Agreement to pay any taxes incurred by
the Company and up to $100,000 for liquidation expenses, all as more fully described in the Prospectus (as defined below).
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 Commission a registration statement and any amendment thereto, on Form S-1 (File No. 333-275076), 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 Units under 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. Except as the
context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement
became 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, together
with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the
“Rule 462(b) Registration Statement”), 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 by the Company with the Commission
pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Applicable
Time,” as used in the Act, means 5:00 p.m. New York City time, on the date of this Agreement. Prior to the Applicable Time, the
Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on [______________], 2023, for distribution
by the Underwriters (such Preliminary Prospectus used most recently prior to the Applicable Time, the “Statutory Prospectus”).
Other than the Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and
the Commission, no other document with respect to the Registration Statement has been filed under the Act with the Commission. All of
the Public Securities have been or will be registered for public sale under the Act pursuant to the 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 determines that, at the Applicable Time, the Statutory 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 the Company and the Representative agree to provide an opportunity to purchasers of the Units to terminate their
old purchase contracts and enter into new purchase contracts, then the Statutory 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 Registration Statement on Form 8-A (File Number 001-[_______]) providing for the
registration under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of the Units, Shares, Warrants and
Rights. The registration of the Units, Shares, Warrants and Rights under the Exchange Act has been declared effective by the Commission
on the date hereof and the Units, Shares, Warrants and Rights have been registered pursuant to Section 12(b) of the Exchange Act.
2.1.3 No Stop Orders, etc.
Neither the Commission nor, to the Company’s knowledge, assuming reasonable inquiry, any federal, state or other regulatory authority
has issued any order or threatened to issue any order preventing or suspending the use of the Registration Statement, any Preliminary
Prospectus, the Statutory Prospectus or Prospectus or any part thereof, or has instituted or, to the Company’s knowledge, assuming
reasonable inquiry, threatened to institute any proceedings with respect to such an order.
2.2 Disclosures in Registration
Statement.
2.2.1 10b-5 Representation.
At the time of effectiveness of the Registration Statement (or at the time of any post-effective amendment to the Registration Statement)
and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement, the Statutory
Prospectus and the Prospectus do and 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. The Registration
Statement, as of the Effective Date and at the Applicable Time, did not, and the amendments and supplements thereto, as of their respective
dates, will not 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. The Prospectus, as of its date and the Closing Date or the Option Closing Date, as the
case may be, did not, and the amendments and supplements thereto, as of their respective dates, will not, include any untrue statement
of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading. The Statutory Prospectus, as of the Applicable Time (or such subsequent Applicable Time pursuant
to Section 2.1.1), did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were made, not misleading. When any Preliminary Prospectus
or the Statutory 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) and when any amendment thereof or supplement
thereto was first filed with the Commission, such Preliminary Prospectus or the Statutory Prospectus and any amendments thereof and supplements
thereto complied or will have been corrected in the Statutory Prospectus and 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 necessary in order to make the statements therein, in the light of the circumstances under which they were made,
not misleading. The representation and warranty made in this Section 2.2.1 does not apply to statements made or statements omitted
in
reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters
expressly for use in the Registration Statement, the Statutory Prospectus or the Prospectus or any amendment thereof or supplement thereto.
The parties acknowledge and agree that such information provided by or on behalf of the Underwriters consists solely of the following:
the names of the Underwriters, the information with respect to stabilization transactions contained in the section entitled “Underwriting
– Price Stabilization, Short Positions,” the information with respect to underwriting discounts and commissions in the section
entitled “Underwriting – Underwriting Discount,” the information regarding electronic distribution in the section entitled
“Underwriting – Electronic Distribution” and the identity of counsel to the Underwriters contained in the section entitled
“Legal Matters” (such information, collectively, the “Underwriters’ Information”).
2.2.2 Disclosure of Agreements.
The agreements and documents described in the Registration Statement, the Statutory Prospectus and the Prospectus conform to the descriptions
thereof contained therein in all material respects and there are no agreements or other documents required to be described in the Registration
Statement, the Statutory 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, Statutory
Prospectus or the Prospectus or attached as an exhibit thereto, or (ii) that is material to the Company’s business, has been duly
authorized and validly executed by the Company, is in full force and effect and is enforceable against the Company and, to the Company’s
knowledge, assuming reasonable inquiry, 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 foreign, 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 no such agreement or instrument has been assigned by
the Company, and neither the Company nor, to the Company’s knowledge, assuming reasonable inquiry, any other party is in breach
or default thereunder and, to the Company’s knowledge, assuming reasonable inquiry, no event has occurred that, with the lapse of
time or the giving of notice, or both, would constitute a breach or default thereunder. To the Company’s knowledge, assuming reasonable
inquiry, the performance by the Company of the material provisions of such agreements or instruments will not result in a 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.
2.2.3 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.
2.2.4 Regulations. The
disclosures in the Registration Statement, the Statutory Prospectus and Prospectus concerning the effects of federal, foreign, state and
local regulation on the Company’s business as currently contemplated are correct in all material respects and do not omit to state
a material fact necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading.
2.3 Changes After Dates in Registration
Statement.
2.3.1 No Material Adverse Change.
Since the respective dates as of which information is given in the Registration Statement, the Statutory Prospectus and the Prospectus,
except as otherwise specifically stated therein, (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 (the “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 Board of Directors or management to act in their capacities
with the Company as described in the Registration Statement, the Statutory Prospectus and the Prospectus.
2.3.2 Recent Securities Transactions.
Subsequent to the respective dates as of which information is given in the Registration Statement, the Statutory Prospectus 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 share capital.
2.4 Independent Accountants.
MaloneBailey, LLP (“MaloneBailey”), whose report is filed with the Commission as part of, and is included in, the Registration
Statement, the Statutory Prospectus, and the Prospectus, are, to the Company’s knowledge, independent registered public accountants
as required by the Act, the Regulations and the Public Company Accounting Oversight Board (the “PCAOB”), including the rules
and regulations promulgated by such entity. To the Company’s knowledge, assuming reasonable inquiry, MaloneBailey is currently registered
with the PCAOB and in good standing. MaloneBailey has not, during the periods covered by the financial statements included in the Registration
Statement, the Statutory Prospectus and the Prospectus, provided to the Company any non-audit services, as such term is used in Section
10A(g) of the Exchange Act.
2.5 Financial Statements; Statistical
Data.
2.5.1 Financial Statements.
The financial statements, including the notes thereto and supporting schedules (if any) included in the Registration Statement, the Statutory
Prospectus and the Prospectus fairly present the financial position, the results of operations and the cash flows of the Company at the
dates and for the periods to which they apply; such financial statements have been prepared in conformity with United States generally
accepted accounting principles (“GAAP”), consistently applied throughout the periods involved; and the supporting schedules
included in the Registration Statement, the Statutory Prospectus and the Prospectus present fairly the information required to be stated
therein in conformity with the Regulations. No other financial statements or supporting schedules are required to be included or incorporated
by reference in the Registration Statement, the Statutory Prospectus or the Prospectus. The Registration Statement, the Statutory 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, the Statutory Prospectus and the Prospectus in accordance with Regulation S-X or Form 10
that have not been included as so required.
2.5.2 Statistical Data.
The statistical, industry-related and market-related data included in the Registration Statement, the Statutory Prospectus and/or the
Prospectus are based on or derived from sources that the Company reasonably and in good faith believes are reliable and accurate, and
such data agree with the sources from which they are derived.
2.6 Authorized Capital; Options.
The Company had at the date or dates indicated in each of the Registration Statement, the Statutory Prospectus, and the Prospectus, as
the case may be, duly authorized, issued and outstanding capitalization as set forth in the Registration Statement, the Statutory Prospectus,
and the Prospectus. Based on the assumptions stated in the Registration Statement, the Statutory Prospectus, and the Prospectus, the Company
will have on the Closing Date or on the Option Closing Date, as the case may be, the adjusted stock capitalization set forth therein.
Except as set forth in, or contemplated by, the Registration Statement, the Statutory Prospectus and the Prospectus, on the Effective
Date and on the Closing Date or Option Closing Date, as the case may be, there will be no options, warrants, or other rights to purchase
or otherwise acquire any authorized but unissued Shares or any security convertible into Shares, or any contracts or commitments to issue
or sell Shares or any such options, warrants, rights or convertible securities.
2.7 Valid Issuance of Securities.
2.7.1 Outstanding Securities.
All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement 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 authorized and outstanding
securities of the Company conform in all material respects to all statements relating thereto contained in the Registration Statement,
the Statutory Prospectus and the Prospectus. All offers, sales and any
transfers of the outstanding securities of the Company were at
all relevant times either registered under the Act and the applicable state securities or Blue Sky laws or exempt from such registration
requirements (based in part on the representations and warranties of the purchasers of such securities).
2.7.2 Public Securities; Representative
Shares. The Public Securities, the Representative Shares and the Shares, the Warrants and the Rights included within the Public Securities
have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreement, 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, the Representative Shares and the Shares, the Warrants and the Rights included within 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 action required to be taken for the authorization, issuance and sale of the Public Securities, the Representative
Shares and the Shares, the Warrants and the Rights included in the Public Securities, has been duly and validly taken. The form of certificates
for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities
laws. The Public Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the
Statutory Prospectus and the Prospectus, as the case may be. When paid for and issued, the Warrants and the Rights will constitute valid
and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with
the terms thereof and such Warrants and 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 foreign, 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 issuable upon exercise of
the Warrants and conversion of the Rights have been reserved for issuance and upon the exercise of the Warrants and the conversion of
the Rights and upon payment of the consideration therefor, and when issued in accordance with the terms thereof, such Shares 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.
2.7.3 Placement Securities.
2.7.3.1 The Placement Warrants
constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in
accordance with the terms thereof, and are, or will be, 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 Placement Securities have been duly authorized
and reserved for issuance and when issued and paid for in accordance with the Sponsor Warrant Purchase Agreement 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 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 action required to be taken for the authorization, issuance and sale of the
Placement Securities has been duly and validly taken. The Placement Securities conform in all material respects to the descriptions thereof
contained in the Registration Statement, the Statutory Prospectus, and the Prospectus, as the case may be.
2.7.4 No Integration. 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
or may be “integrated” pursuant to the Act or the Regulations with the offer and sale of the Public Securities pursuant to
the Registration Statement or the Placement Securities in the Warrant Private Placement.
2.8 Registration Rights of Third
Parties. Except as set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, no holders of any securities
of the Company or any rights exercisable for or convertible or exchangeable into securities of the Company have the right to require the
Company to register any such
securities of the Company under the Act or to include any such securities in a registration statement to
be filed by the Company.
2.9 Validity and Binding Effect
of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1), the Trust Agreement, the Services Agreement (as
defined in Section 2.21.3), the Registration Rights Agreement, the Warrant Agreement (as defined in Section 2.23), the Rights Agreement
(as defined in Section 2.24), and the Sponsor Warrant Purchase Agreement (collectively, the “Transaction Documents”) have
been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute
the 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 foreign, 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.
2.10 No Conflicts, Etc.
The execution, delivery, and performance by the Company of the Transaction Documents, 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 or violation 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, obligation, condition, covenant
or instrument to which the Company is a party or bound or to which its property is subject except pursuant to the Trust Agreement; (ii)
result in any violation of the provisions of the Certificate of Incorporation or Bylaws of the Company, each as amended (collectively,
the “Charter Documents”); or (iii) violate any existing applicable statute, 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, assets or business
constituted as of the date hereof.
2.11 No Defaults; Violations.
No material default or violation exists in the due performance and observance of any term, covenant or condition of any 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 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 term or provision of its Charter Documents
or in violation of any franchise, 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.
2.12 Corporate Power; Licenses;
Consents.
2.12.1 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 purpose as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The disclosures in the Registration
Statement, the Statutory Prospectus and the Prospectus concerning the effects of foreign, federal, state and local regulation on this
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, 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 its formation and in furtherance of this Offering.
2.12.2 Transactions Contemplated
Herein. The Company has all requisite 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 herewith have been obtained. No consent,
authorization, or order of, and no filing with, any court, government agency or other body, foreign or domestic, is required for the valid
issuance, sale and delivery, of the Public Securities and the Placement Securities and the consummation of the transactions and agreements
contemplated by the Transaction Documents and as contemplated by the Registration
Statement, the Statutory Prospectus and the Prospectus,
except with respect to applicable foreign, federal and state securities laws and the rules and regulations promulgated by FINRA.
2.13 D&O Questionnaires.
All information contained in the questionnaires (“Questionnaires”) completed by each of the Company’s current officers,
directors and stockholders (“Insiders”) and provided to the Representative and its counsel and the biographies of the Insiders
contained in the Registration Statement, Statutory Prospectus and the Prospectus (to the extent a biography is contained) is, true and
correct in all material respects and the Company has not become aware of any information which would cause the information disclosed in
the Questionnaires completed by each Insider to become inaccurate, incorrect or incomplete.
2.14 Litigation; Governmental
Proceedings. There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation or governmental proceeding pending,
or to the Company’s knowledge, assuming reasonable inquiry, threatened against or involving the Company or, to the Company’s
knowledge, assuming reasonable inquiry, any Insider or any stockholder or member of an Insider that has not been disclosed, that is required
to be disclosed, in the Registration Statement, the Statutory Prospectus, the Prospectus or the Questionnaires.
2.15 Good Standing. The
Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its jurisdiction of
incorporation. The Company 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 condition (financial or otherwise), earnings, assets, prospects, business, operations or properties
of the Company, whether or not arising from transactions in the ordinary course of business (a “Material Adverse Effect”).
2.16 No Selection of a Business
Combination. The Company has not selected any Business Combination target (each a “Target Business”) and it has not, nor
has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any Target Business with respect to a Business
Combination with the Company.
2.17 Transactions Requiring
Disclosure to FINRA.
2.17.1 Finder’s Fees.
There are no claims, payments, arrangements, agreements or understandings relating to the payment of a finder’s, consulting or origination
fee by the Company or any Insider with respect to the sale of the Securities hereunder or any other arrangements, agreements or understandings
of the Company or to the Company’s knowledge, assuming reasonable inquiry, any Insider that may affect the Underwriters’ compensation,
as determined by FINRA.
2.17.2 Payments Within 180
Days. 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) any FINRA member; or (iii) any person or entity that has any direct or indirect affiliation
or association with any FINRA member, within the 180-day period prior to the initial filing of the Registration Statement, other than
the prior payments to the Representative in connection with the Offering. The Company has not issued any warrants or other securities,
or granted any options, directly or indirectly, to anyone who is a potential underwriter in the Offering or a related person (as defined
by FINRA rules) of such an underwriter within the 180-day period prior to the initial filing date of the Registration Statement. No person
to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date of the Registration
Statement has any relationship or affiliation or association with any member of FINRA participating in the Offering. 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 180-day period prior to the initial filing date of the
Registration Statement with the Commission, which arrangement or agreement provides for the receipt of any item of value and/or the transfer
or issuance of any warrants, options, or other securities from the Company to a FINRA member, any person associated with a member (as
defined by FINRA rules), any potential underwriters in the Offering and/or any related persons.
2.17.3 FINRA Affiliation.
Other than as disclosed to the Representative, no officer or director or any direct or indirect beneficial owner (including the Insiders)
of any class of the Company’s unregistered
securities (whether debt or equity, registered or unregistered, regardless of the time
acquired or the source from which derived) has any direct or indirect affiliation or association with any FINRA member (as determined
in accordance with the rules and regulations of FINRA). The Company will advise the Representative and Loeb if it learns that any officer
or director or any direct or indirect beneficial owner (including the Insiders) is or becomes an affiliate or associated person of a FINRA
member participating in the Offering.
2.17.4 Share Ownership.
No officer or director or any direct or indirect beneficial owner (including the Insiders) of any class of the Company’s unregistered
securities is an owner of shares or other securities of any member of FINRA participating in the Offering (other than securities purchased
on the open market).
2.17.5 Loans. Except with
respect to the Insider Loans (as defined below), no officer or director or any direct or indirect beneficial owner (including the Insiders)
of any class of the Company’s unregistered securities has made a subordinated loan to any member of FINRA participating in the Offering.
2.17.6 Proceeds of the Offering.
No proceeds from the sale of the Public Securities (excluding underwriting compensation) or the Placement Securities will be paid to any
FINRA member participating in the Offering, or any persons associated or affiliated with a member of FINRA participating in the Offering,
except as specifically authorized herein.
2.17.7 Conflicts of Interest.
To the Company’s knowledge, assuming reasonable inquiry, 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/or its associated
persons, parent or affiliates in the aggregate beneficially own 10% or more of the Company’s outstanding subordinated debt or common
equity, or 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 Taxes.
2.18.1 There are no transfer taxes
or other similar fees or charges under U.S. federal law or the laws of any U.S. state or any political subdivision of the United States,
required to be paid in connection with the execution and delivery of this Agreement or the issuance or sale by the Company of the Public
Securities.
2.18.2 The Company has filed all
foreign, U.S. federal, state and local tax returns required to be filed with taxing authorities prior to the date hereof in a timely manner
or has duly obtained extensions of time for the filing thereof, except in any case in which the failure to so file would not have a Material
Adverse Effect. The Company has paid all taxes shown as due on such returns that were filed and has paid all taxes imposed on it and any
other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable. The Company has made
appropriate provisions in the applicable financial statements referred to in Section 2.5.1 above in respect of all federal, state, local
and foreign income and franchise taxes for all current or prior periods as to which the tax liability of the Company has not been finally
determined.
2.19 Foreign Corrupt Practices
Act; Anti-Money Laundering; Patriot Act.
2.19.1 Foreign Corrupt Practices
Act. Neither the Company nor to the Company’s knowledge, assuming reasonable inquiry, any of the Insiders 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 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,
or (iii) if not continued in the future, might adversely affect the assets, business or operations of the Company. The Company has taken
reasonable steps to ensure that its accounting controls and procedures are sufficient to cause the Company to comply in all material respects
with the Foreign Corrupt Practices Act of 1977, as amended.
2.19.2 Currency and Foreign
Transactions Reporting Act. The operations of the Company are and have been conducted at all times in compliance with (i) the requirements
of the U.S. Treasury Department Office of Foreign Asset Control and (ii) applicable financial recordkeeping and reporting requirements
of the Currency and Foreign Transaction Reporting Act of 1970, as amended, including the Money Laundering Control Act of 1986, as amended,
the rules and regulations thereunder and any related or similar money laundering statutes, rules, regulations or guidelines, issued, administered
or enforced by any Federal governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding
by or before any court or governmental agency, authority or body or any arbitrator involving the Company with respect to the Money Laundering
Laws is pending or, to the Company’s knowledge, assuming reasonable inquiry, threatened.
2.19.3 Patriot Act. Neither
the Company nor to the Company’s knowledge, assuming reasonable inquiry, any Insider has violated the Bank Secrecy Act of 1970,
as amended, or the Uniting and Strengthening of America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA
PATRIOT) Act of 2001, and/or the rules and regulations promulgated under any such law, or any successor law.
2.20 Officers’ Certificate.
Any certificate signed by any duly authorized officer of the Company in connection with the Offering and delivered to the Representative
or to Loeb shall be deemed a representation and warranty by the Company to the Underwriters as to the matters covered thereby.
2.21 Agreements With Insiders.
2.21.1 Insider Letter.
The Company has caused to be duly executed a legally binding and enforceable agreement (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 foreign, 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), a form of which is annexed as an exhibit to the Registration Statement (the “Insider
Letter”), pursuant to which each of the Insiders of the Company agree to certain matters. The Insider Letter shall not be amended,
modified or otherwise changed without the prior written consent of the Representative (not to be unreasonably withheld, conditioned or
delayed).
2.21.2 Purchase Agreement.
The Sponsor has executed and delivered a Private Placement Warrant Purchase Agreement, the form of which is filed as an exhibit to the
Registration Statement (the “Sponsor Warrant Purchase Agreement”), pursuant to which the Sponsor will, among other things,
on the Closing Date, consummate the purchase of and deliver the purchase price for the Placement Warrants as provided for in such Sponsor
Warrant Purchase Agreement. Pursuant to the Sponsor Warrant Purchase Agreement, (i) the Sponsor has waived any and all rights and claims
each may have to any proceeds, and any interest thereon, held in the Trust Account in respect of the Placement Securities, and (ii) the
proceeds from the sale of the Placement Securities will be deposited by the Company in the Trust Account in accordance with the terms
of the Trust Agreement on the Closing Date as provided for in the Sponsor Warrant Purchase Agreement.
2.21.3 Administrative Services.
The Company and the Sponsor have entered into an agreement (“Services Agreement”) substantially in the form annexed as an
exhibit to the Registration Statement pursuant to which the Sponsor will make available to the Company general and administrative services
including management support, administrative, office space, and other services for the Company’s use for $12,000 per month payable
until the one year anniversary of the Closing Date.
2.21.4 Registration Rights
Agreement. The Company, the Initial Stockholders and the Underwriters have entered into a Registration Rights Agreement (“Registration
Rights Agreement”) substantially in the form filed as an exhibit to the Registration Statement, whereby such parties will be entitled
to certain registration rights with respect to the securities they hold or may hold, as set forth in such Registration Rights Agreement
and described more fully in the Registration Statement, the Statutory Prospectus and the Prospectus.
2.21.5 Loans. The Sponsor
has agreed to make loans to the Company in the aggregate amount of up to $1,500,000 (the “Insider Loans”) pursuant to a promissory
note substantially in the form filed as an exhibit to the Registration Statement. The Insider Loans are non-interest bearing, unsecured
and repayable upon the
earlier of (a) the date on which the Company consummates its Business Combination or, (b) at the holder’s
discretion, if there are excess proceeds, the date on which the Company concludes the Offering.
2.22 Investment Management Trust
Agreement. The Company has entered into the Trust Agreement with respect to certain proceeds of the Offering and the Warrant Private
Placement substantially in the form filed as an exhibit to the Registration Statement, pursuant to which the funds held in the Trust Account
may be released under limited circumstances. Except as set forth in Section 3.27 hereof, The Trust Agreement shall not be amended, modified,
or otherwise changed in any way that modifies the rights or obligations of the Company without the prior written consent of the Representative
(not to be unreasonably withheld, conditioned or delayed).
2.23 Warrant Agreement.
The Company has entered into a warrant agreement with respect to the Warrants underlying the Units and the Placement Warrants and certain
other warrants that may be issued by the Company with CST substantially in the form filed as an exhibit to the Registration Statement
(the “Warrant Agreement”).
2.24 Rights Agreement. The
Company has entered into a rights agreement with respect to the Rights included the Units with CST substantially in the form filed as
an exhibit to the Registration Statement (the “Rights Agreement”).
2.25 No Existing Non-Competition
Agreements. No Insider is subject to any non-competition agreement or non-solicitation agreement with any employer or prior employer
which could materially affect his ability to be an employee, officer and/or director of the Company, except as disclosed in the Registration
Statement.
2.26 Investments. No more
than 45% of the “value” (as defined in Section 2(a)(41) of the Investment Company Act of 1940, as amended (“Investment
Company Act”)) of the Company’s total assets consist of, and no more than 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)
or money market funds meeting the conditions of Rule 2a-7 under the Investment Company Act.
2.27 Investment Company Act.
The Company is not required, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds
therefrom as described in the Statutory Prospectus and Prospectus will not be required, to register as an “investment company”
under the Investment Company Act.
2.28 Subsidiaries. The Company
does not own an interest in any corporation, partnership, limited liability company, joint venture, trust or other business entity.
2.29 Related Party Transactions.
No relationship, direct or indirect, exists between or among the Company, on the one hand, and any Insider, on the other hand, which is
required by the Act, the Exchange Act or the Regulations to be described in the Registration Statement, the Statutory Prospectus and the
Prospectus which is not so 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 Statutory Prospectus
and 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.
2.30 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:
(a) a customer or supplier of the Company or any affiliate of the Company to alter the customer’s or supplier’s level or type
of business with the Company or such affiliate or (b) a journalist or publication to write or publish favorable information about the
Company or any such affiliate.
2.31 Sarbanes-Oxley. The
Company is, or on the Closing Date will be, in material compliance with the provisions of the Sarbanes-Oxley Act of 2002, as amended,
and the rules and regulations promulgated thereunder
and related or similar rules or regulations promulgated by any governmental or self-regulatory
entity or agency, that are applicable to it as of the date hereof.
2.32 Distribution of Offering
Material by the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion
of the distribution of the Units, any offering material in connection with the offering and sale of the Units other than the Statutory
Prospectus and the Prospectus, in each case as supplemented and amended.
2.33 Nasdaq Stock Market.
The Public Securities have been authorized for listing, subject to official notice of issuance and evidence of satisfactory distribution,
on The Nasdaq Stock Market (“Nasdaq”), and the Company knows of no reason or set of facts that is likely to adversely affect
such authorization.
2.34 Board of Directors.
As of the Effective Date, the Board of Directors of the Company will be comprised of the persons set forth as “Directors”
or “Director nominees” under the heading of the Statutory Prospectus and the Prospectus captioned “Management.”
As of the Effective Date, the qualifications of the persons serving as board members and the overall composition of the board will comply
with the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder and the rules of Nasdaq that are, in each case, applicable to
the Company. As of the Effective Date, the Company will have an Audit Committee that satisfies the applicable requirements under the Sarbanes-Oxley
Act of 2002 and the rules promulgated thereunder and the rules of Nasdaq.
2.35 Emerging Growth Company.
From its formation through the date hereof, the Company has been and is an “emerging growth company,” as defined in Section
2(a) of the Act (an “Emerging Growth Company”).
2.36 No Disqualification Events.
Neither the Company, nor any of its predecessors or any affiliated issuer, nor any director, executive officer, or other officer of the
Company participating in the Offering, nor any beneficial owner of 20% or more of the Company’s outstanding voting equity securities,
calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Act) connected with the Company
in any capacity at the Applicable Time (each, a “Company Covered Person” and, together, “Company Covered Persons”)
is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Act (a “Disqualification
Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine
whether any Company Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its
disclosure obligations under Rule 506(e), and has furnished to the Underwriters a copy of any disclosures provided thereunder.
2.37 Free-Writing Prospectus
and Testing-the-Waters. The Company has not made any offer relating to the Public Securities that would constitute an issuer free
writing prospectus, as defined in Rule 433 under the Act, or that would otherwise constitute a “free writing prospectus” as
defined in Rule 405. The Company: (a) has not engaged in any Testing-the-Waters Communication other than Testing-the-Waters Communications
with the consent of the Representative with entities that are qualified institutional buyers within the meaning of Rule 144A under the
Act or institutions that are accredited investors within the meaning of Rule 501 under the Act and (b) has not authorized anyone to engage
in Testing-the-Waters Communications other than its officers and the Representative and individuals engaged by the Representative. The
Company has not distributed any written Testing-the-Waters Communications other than those listed on Schedule B hereto. “Testing-the-Waters
Communication” means any oral or written communication with potential investors undertaken in reliance on Section 5(d) of the Act.
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,
any Preliminary Prospectus or the Prospectus proposed to be filed after the Effective Date and the Company shall not file any such amendment
or supplement to which the Representative reasonably objects in writing.
3.2 Federal Securities Laws.
3.2.1 Compliance. During
the time when a Prospectus is required to be delivered under the Act, the Company will use its best efforts to comply with all requirements
imposed upon it by the Act, the Regulations,
and the Exchange Act, and by the regulations under the Exchange Act, as from time to time
in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof
and the Statutory Prospectus and the Prospectus. If at any time when a Prospectus relating to the Securities is required to be delivered
under the Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the Underwriters,
the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required
to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading,
or if it is necessary at any time to amend or supplement the Prospectus to comply with the Act, the Company will notify the Representative
promptly and prepare and file with the Commission, subject to Section 3.1 hereof, an appropriate amendment or supplement in accordance
with Section 10 of the Act.
3.2.2 Filing of Final Prospectus.
The Company will file the Prospectus (in form and substance satisfactory to the Underwriters) with the Commission pursuant to the requirements
of Rule 424 of the Regulations.
3.2.3 Exchange Act Registration.
The Company will use its best efforts to maintain the registration of the Public Securities under the provisions of the Exchange Act (except
in connection with a going-private transaction) for a period of five years from the Effective Date, or until the Company is required to
be liquidated or is acquired, if earlier. The Company will not deregister the Public Securities under the Exchange Act without the prior
written consent of the Representative.
3.2.4 Exchange Act Filings.
From the Effective Date until the earlier of the Company’s initial Business Combination, or its liquidation and dissolution, the
Company shall timely file with the Commission via the Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”) such
statements and reports as are required to be filed by a company registered under Section 12(b) of the Exchange Act.
3.2.5 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 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.
3.3 Free-Writing Prospectus.
The Company agrees that, without the prior written consent of the Underwriters, it will not make any offer relating to the Public Securities
that would constitute an issuer free writing prospectus, as defined in Rule 433 under the Act, or that would otherwise constitute a “free
writing prospectus” as defined in Rule 405.
3.4 Delivery to Underwriters
of Prospectuses. The Company will deliver to the Underwriters, without charge and 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 the Prospectus
as the Underwriters may reasonably request and, as soon as the Registration Statement or any amendment or supplement thereto becomes effective,
deliver to the Underwriters, upon their request, two manually 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 manually executed consents
of certified experts.
3.5 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 foreign or 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 that, in the reasonable judgment of the Company, makes any statement
of a material
fact made in the Registration Statement or the Prospectus untrue or that requires the making of any changes in the Registration
Statement or the Prospectus in order to make the statements therein, and in light of the circumstances under which they were made, not
misleading. If the Commission or any foreign or 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.
3.6 Affiliated Transactions.
3.6.1 Business Combinations.
The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company obtains
an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the
Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and
independent directors (if there are any) approve such transaction.
3.6.2 Compensation to Insiders.
Except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus, the Company shall not pay any of the Insiders
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 consummation of a Business Combination.
3.7 Reports to the Representative.
For a period of five years from the Effective Date or until such earlier time upon which the Company is required to be liquidated, is
no longer required to file reports under the Exchange Act, 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 Underwriters, (i) a copy of each periodic report the Company shall be required to file
with the Commission, (ii) a copy of every press release of the Company with respect to the Company or its affairs that was released by
the Company, (iii) a copy of each current Report on Form 8-K or Schedule 13D, 13G, 14D-1 or 13E-4 received or prepared by the Company,
(iv) two (2) copies of each registration statement filed by the Company with the Commission under the Act, 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 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 EDGAR system shall be deemed to have been delivered to the Representative
pursuant to this Section.
3.8 Transfer Agent. For
a period of five years following the Effective Date or until such earlier time upon which the Company is required to be liquidated, the
Company shall retain a transfer agent and rights agent acceptable to the Representative. CST is acceptable to the Representative.
3.9 Payment of Expenses.
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 Company 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 preparation, printing, filing, mailing and delivery (including
the payment of postage with respect to such mailing) of the Registration Statement, the Statutory Prospectus and the Prospectus, including
any pre or post effective amendments or supplements thereto, and the printing and mailing of 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, (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Shares, and the Rights
included in the Units, including any transfer or other taxes payable thereon, (v) filing fees incurred in registering the Offering with
FINRA and the reasonable and documented out-of-pocket fees of counsel of the Underwriters (subject, for the avoidance of doubt, to the
$70,000 cap described below) in connection therewith, (vi) fees, costs and expenses incurred in listing the Securities on Nasdaq or such
other stock exchanges as the Company and the Underwriters together determine (other than the cost of the initial NASDAQ listing fee for
the Offering, for which the Underwriters have agreed to reimburse the Company), (vii) all fees and disbursements of the transfer and rights
agent, (viii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged
by the Representative and any presentations made available by way of a net roadshow, including without limitation trips for the Company’s
management to meet with prospective investors, all travel, food and lodging expenses associated with such trips
incurred by the Company
or such management, and (x) all other costs and expenses customarily borne by an issuer incident to the performance of its obligations
hereunder which are not otherwise specifically provided for in this Section 3.9. If the Offering is not consummated for any reason (other
than a breach by the Representative of any of its obligations hereunder), then the Company shall reimburse the Representative in full
for its reasonable out-of-pocket accountable expenses actually incurred through such date (not to exceed $70,000), including, without
limitation, reasonable fees and disbursements of counsel to the Representative.
3.10 Application of Net Proceeds.
The Company will apply the net proceeds from the Offering and Warrant Private Placement and received by it in a manner consistent with
the application described under the caption “Use of Proceeds” in the Prospectus.
3.11 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 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 consecutive months beginning after
the Effective Date.
3.12 Notice to FINRA.
3.12.1 Notice to FINRA.
For a period of sixty (60) days after the date of the Prospectus, in the event any person or entity (regardless of any FINRA affiliation
or association) is engaged, in writing, to assist the Company in its search for a Target Business or to provide any other services in
connection therewith, the Company will provide the following to FINRA and the Representative prior to the consummation of the Business
Combination: (i) complete details of all services and copies of agreements governing such services; and (ii) justification as to why the
person or entity providing the merger and acquisition services should not be considered an “underwriter and related person”
with respect to the Offering, as such term is defined in Rule 5110 of the FINRA Manual. The Company also agrees that, if required by law,
proper disclosure of such arrangement or potential arrangement will be made in the tender offer documents or proxy statement which the
Company will file with the Commission in connection with the Business Combination.
3.12.2 FINRA.
The Company shall advise the Representative (who shall make an appropriate filing with 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 Public Securities.
3.12.3 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.
3.13 Stabilization. Neither
the Company, nor to its knowledge, assuming reasonable inquiry, any of its employees, directors or stockholders (without the consent of
the Representative) has taken and the Company will not take, and will not permit its employees, directors and stockholders to 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.
3.14 Intentionally Omitted.
3.15 Payment of Deferred Underwriting
Commission on Business Combination. Upon the consummation of the Company’s initial Business Combination, the Company agrees
that it will cause the Trustee to pay the Deferred Underwriting Commission directly from the Trust Account to the Underwriters, in accordance
with Section 1.3.
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 GAAP and to maintain accountability for assets, (iii) access to assets
is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets
is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
3.17 Accountants. Until
the earlier of five years from the Effective Date or until such earlier time upon which the Company is required to be liquidated, the
Company shall retain MaloneBailey or another nationally recognized independent registered public accounting firm.
3.18 Form 8-K. The Company
shall, on or prior to the date hereof, retain its independent registered public accounting firm to audit the balance sheet of the Company
as of the Closing Date (“Audited Financial Statements”) reflecting the receipt by the Company of the proceeds of the Offering
and the Warrant Private Placement. Within four (4) Business Days after the Closing Date, the Company shall file a Current Report on Form
8-K with the Commission, which Report shall contain the Company’s Audited Financial Statements. Promptly after the Option Closing
Date, if the Over-allotment Option is exercised after the Closing Date, the Company shall file with the Commission a Current Report on
Form 8-K or an amendment to the Form 8-K to provide updated financial information to reflect the exercise of such option.
3.19 Corporate Proceedings.
All corporate proceedings and other legal matters necessary to carry out the provisions of this Agreement and the transactions contemplated
hereby shall have been done to the reasonable satisfaction of the Representative (or its counsel).
3.20 Investment Company.
The Company shall cause the proceeds of the Offering to be held in the Trust Account to be invested only as provided for 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 shall be engaged in a business other
than that of investing, reinvesting, owning, holding or trading securities.
3.21 Amendments to Charter Document.
The Company covenants and agrees, that prior to its initial Business Combination it will not seek to amend or modify its Charter Documents,
except as set forth therein, without the Representative’s prior written consent (not to be unreasonably withheld, conditioned or
delayed). The Company acknowledges that the purchasers of the Public Securities in the Offering shall be deemed to be third party beneficiaries
of this Agreement and specifically this Section 3.21.
3.22 Press Releases. The
Company agrees that it will not issue press releases or engage in any other publicity, without the Representative’s prior written
consent (not to be unreasonably withheld, conditioned or delayed), for a period of twenty-five (25) days after the Closing Date. Notwithstanding
the foregoing, in no event shall the Company be prohibited from issuing any press releases or engaging in any other publicity required
by law, except that including the name of any Underwriter therein shall require the prior written consent of such Underwriter (not to
be unreasonably withheld, conditioned or delayed).
3.23 Insurance. The Company
will maintain directors’ and officers’ insurance (including, without limitation, insurance covering the Company, its directors
and officers for liabilities or losses arising in connection with this Offering, including, without limitation, liabilities or losses
arising under the Act, the Exchange Act, the Regulations and any applicable foreign securities laws).
3.24 Electronic Prospectus.
The Company shall cause to be prepared and delivered to the Underwriters, at the Company’s expense, promptly, but in no event later
than two (2) Business Days from the effective date of this Agreement, 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 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).
3.25 Private Placement Proceeds.
On the Closing Date, the Company shall cause to be deposited $2,457,000 of proceeds from the Warrant Private Placement into the Trust
Account, or such other amount such that the amount of the funds in the Trust Account shall be $10.00 per Public Share sold in the Offering.
On the Option Closing Date, if any, the Company shall cause to be deposited an amount of additional proceeds from the additional Placement
Warrants sold on the Option Closing Date into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per
Public Share sold in the Offering.
3.26 Future Financings.
The Company agrees that neither it, nor any successor or subsidiary of the Company, will consummate any public or private equity or debt
financing prior to the consummation of a Business Combination, unless all investors in such financing expressly waive, in writing, any
rights in or claims against the Trust Account.
3.27 Amendments to Agreements.
The Company shall not amend, modify or otherwise change the Trust Agreement, Registration Rights Agreement, the Warrant Agreement, the
Rights Agreement, the Sponsor Warrant Purchase Agreement, or any Insider Letter without the prior written consent of the Representative
(not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing to the contrary, the Trust Agreement shall provide
that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the
transfer of the funds held in the Trust Account from the Trust Account, prior to commencing any liquidation of the assets of the Trust
Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted
to be amended without the prior written consent of the Representative.
3.28 Nasdaq. Until the consummation
of a Business Combination, the Company will use its best efforts to maintain the listing of the Public Securities on Nasdaq or a national
securities exchange acceptable to the Representative.
3.29 Reservation of Shares.
The Company will reserve and keep available that maximum number of its authorized but unissued securities which are issuable upon exercise
of the Warrants and conversion of the Rights outstanding from time to time.
3.30 Notice of Disqualification
Events. The Company will notify the Underwriters in writing, prior to the Closing Date, of (i) any Disqualification Event relating
to any Company Covered Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any
Company Covered Person.
3.31 Disqualification of S-1.
Until the earlier of seven years from the date hereof or until the Rights have either expired and are no longer convertible or have all
been converted, the Company will not take any action or actions that prevent or disqualify the Company’s use of Form S-1 (or other
appropriate form) for the registration of the Shares issuable upon conversion of the Rights under the Act.
3.32 Emerging Growth Company
Status. The Company will promptly notify the Representative if the Company ceases to be an Emerging Growth Company at any time prior
to the earlier of five years after the consummation of the Company’s initial Business Combination, or the liquidation of the Trust
Account if a Business Combination is not consummated as required by its Charter Documents (the “Termination Date”).
3.33 Review of Financial Statements.
Until the earlier of five years from the Effective Date or until the liquidation of the Trust Account if a Business Combination is not
consummated by the Termination Date, 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
of quarterly financial information and the filing of the Company’s Form 10-Q quarterly report.
3.34 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 of first refusal to act as
lead investment banker, lead book-runner, and/or lead placement agent for the next
future public or private equity offering undertaken by the Company, including all equity linked financings, including a forward purchase
arrangement or similar type of equity line financing, for any and all future public and private equity, equity linked and debt offerings
of the Company, or any successor to or any subsidiary of the Company. The right of first refusal shall commence on the Closing Date and
terminate on the twelve (12) month anniversary of the closing of a Business Combination. Notwithstanding the foregoing, in accordance
with FINRA Rule 5110(f)(2)(E)(i), such right of first refusal shall not have a duration of more than three (3) years from the Effective
Date.
3.35 Additional Fee Upon Introduction
of Target Business. The Company will pay the Representative a cash fee equal to one half of one percent (0.5%) of the total consideration
payable in the proposed Business Combination if the Representative introduces the Company to a prospective target business with whom the
Company was not already independently in discussions with and which ultimately becomes the Target Business with which the Company completes
a Business Combination
3.36 Obligations in
Connection with Business Combination. If requested by the Representative:
3.36.1 In connection with the
consummation of the Business Combination by the Company, a Target Business, any entity that succeeds or will succeed the Company as a
public company in connection with the Business Combination, or any direct or indirect parent or subsidiary of any of them (any such issuer
or co-issuer, a “Registrant”), prior to entering into any definitive agreement with respect to the Business Combination and
until such time as such Business Combination is consummated:
(a) Subject to the Company’s
compliance with the confidentiality obligations under contractual arrangements and applicable law, the Company will furnish or arrange
to have furnished to the Representative all information concerning any Registrant and the proposed Business Combination that the Representative
reasonably deems appropriate and will provide the Representative with access to the Company’s officers, directors, employees, affiliates,
appraisers, independent accountants, financial advisors, legal counsel and other agents, consultants and advisors (“Registrant Representatives”)
and properties of any Registrant as reasonably requested by the Representative. The Company shall take all commercially reasonable steps
requested by the Representative to ensure that each Registrant and each of the Registrant Representatives cooperate with all reasonable
requests by the Representative for such information and access.
(b) The Company agrees to notify
the Representative with respect to, and to permit the Representative, at their request, to participate in all diligence sessions with
any Registrant or its Registrant Representatives in connection with any registration statement,
preliminary or final prospectus, proxy statement, tender offer document or offering memorandum, including, without limitation, any document
incorporated by reference into any of the foregoing, or any amendment or supplement to any of the foregoing, related to or in connection
with the Business Combination (“Business Combination Securities Disclosure Document”).
(c) The Company shall provide
drafts of all Business Combination Securities Disclosure Documents to the Representative and their legal counsel reasonably in advance
of the filing of any Business Combination Securities Disclosure Document with the Commission or the circulation of any Business Combination
Securities Disclosure Document to any prospective investor, sufficient to allow the Representative and their legal counsel a reasonable
time to request changes determined by them to be necessary or appropriate to such Business Combination Securities Disclosure Document
before its filing or circulation. The Company shall not permit the filing with or furnishing to the Commission of any Business Combination
Securities Disclosure Documents, the issuance of any press release or the publication of any other communication in any form, in each
case relating to the issuance of Business Combination Securities, without the prior written consent of the Representative (not to be unreasonably
withheld, conditioned or delayed).
3.36.2 Notwithstanding any provision
to the contrary herein, in connection with any Business Combination, the Company shall use all reasonable efforts to (i) require counsel
to the Company and the Registrant to provide negative assurance letters to the Representative as of the consummation of the Business Combination
in form and substance reasonably satisfactory to the Representative, (ii) require the accounting firm or firms that have audited any financial
statements set forth in any Business Combination Securities Disclosure Document to provide “comfort letters” to the Representative
pursuant to AU 634 of the Public Company Accounting
Oversight Board as of the effectiveness of any Business Combination Securities Disclosure
Document that was filed with, and declared effective by, the Commission, and as of the consummation of the Business Combination, and (iii)
take any other actions reasonably requested by the Representative. The Company agrees that it shall be responsible for the payment of
all costs associated therewith shall use its commercially reasonable efforts to cause the combined company in the Business Combination
to reimburse the Representative for all out-of-pocket costs and expenses reasonably incurred by the Representative in connection with
the foregoing, including the reasonable costs of any counsel retained by the Representative as they may deem necessary or desirable, up
to a maximum amount of $50,000, in connection with the closing of the Business Combination.
3.36.3 In
connection with the Business Combination, to the extent the Company retains services (“the Fairness Opinion Provider”) to
prepare a report and provide an opinion (the “Fairness Opinion”) concerning the fairness, from a financial point of view,
of the Business Combination to the Company and its unaffiliated shareholders based upon, among other things, a financial review of the
target business in the Business Combination (“Target Business”) and its business and operations, the Company shall disclose
in reasonable detail in a Business Combination Securities Disclosure Document the results of that report and, as necessary or appropriate,
a copy of that report. Each Registrant shall provide the Fairness Opinion Provider with all information and access to persons and documents
that the Fairness Opinion Provider deems reasonably necessary and appropriate in connection with the preparation of its Fairness Opinion.
3.36.4 In connection with the
Business Combination, the Company will use its commercially reasonable efforts to engage an investigative search firm to conduct an investigation
of the directors and executive officers of the Target Business and shall provide copies of the search reports to the Representative.
3.36.5 Prior to the consummation
of the Business Combination, if the Business Combination does not directly or indirectly provide for the assumption of the Company’s
obligations hereunder and the Company is not and will not be the surviving public company of such Business Combination, the Company shall
use its commercially reasonable efforts to ensure that each Target Business or other Registrant agrees to execute and deliver to the Representative
a joinder agreement, in form and substance reasonably satisfactory to the Representative (such satisfaction not to be unreasonably withheld,
delayed or conditioned), pursuant to which it shall join this Agreement as a signatory and a party and thus to be subject to all of the
terms and conditions of this Agreement that remain in full force and effect after consummation of the Business Combination. In addition,
in connection with the Business Combination, the Company will, and will use all commercially reasonable efforts to cause each Registrant
to, comply with the obligations and covenants of the Company set forth in this Agreement that then remain in full force and effect and
comply in all material respects with all laws, rules and regulations applicable either to any Registrant and its business activities or
to the Business Combination, as such laws, rules and regulations may be in effect at the time of the consummation of the Business Combination.
3.36.6 To the extent that the
Representative determines, in its sole judgment, that the Underwriters are required to make any filing with FINRA other than in connection
with the Offering or otherwise to comply with FINRA rules in connection with the Business Combination, the Company shall, upon the reasonable
request of the Underwriters accompanied by a reasonable explanation of the applicable requirement(s), provide all necessary cooperation
to the Representative and shall provide or cause to be provided to the Representative all information that the Representative reasonably
deems necessary in order to make any such filings and in order to comply with FINRA rules. The Company shall be responsible for the fees
and expenses of the Representative in connection with such filings, including the reasonable fees and expenses of counsel in an amount
mutually agreed upon by the parties, and all filing fees associated therewith.
3.36.7 The Company acknowledges
and agrees that nothing in this Section 3.36 shall be interpreted to obligate the Underwriters to take any action, or to refrain from
taking any action, in connection with the Business Combination and any such actions will be undertaken by each Underwriter, in respect
of itself, in its sole discretion and may be governed by a separate, definitive written agreement between such Underwriter and the Company
or another Registrant as such parties may mutually agree.
4. Conditions of Underwriters’
Obligations. The obligations of the Underwriters to purchase and pay for the Units, as provided herein, shall be subject to the continuing
accuracy of the representations and warranties of the Company as of the date hereof and as of each of the Closing Date and the Option
Closing Date, if any, to the accuracy
of the statements of officers of the Company made pursuant to the provisions hereof and to the performance
by the Company of its obligations hereunder and to the following conditions:
4.1 Regulatory Matters.
4.1.1 Effectiveness of Registration
Statement. The Registration Statement shall have become effective not later than 5:00 p.m., New York time, on the date of this Agreement
or such later date and time as shall be consented to in writing by the Representative, and, at each of the Closing Date and the Option
Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for the
purpose shall have been instituted or shall be pending or contemplated by the Commission and any request on the part of the Commission
for additional information shall have been complied with to the reasonable satisfaction of Loeb.
4.1.2 FINRA Clearance.
By the Effective Date, the Underwriters shall have received clearance from FINRA as to the amount of compensation allowable or payable
to the Underwriters as described in the Registration Statement.
4.1.3 No Commission Stop Order.
At the Closing Date and on each 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, the Prospectus or any part thereof, and has not instituted or, to the Company’s
knowledge, assuming reasonable inquiry, threatened to institute any proceedings with respect to such an order.
4.1.4 Nasdaq. The Securities
shall have been approved for listing on Nasdaq, subject to official notice of issuance and evidence of satisfactory distribution, satisfactory
evidence of which shall have been provided to the Representative.
4.2 Company Counsel Matters.
4.2.1 Closing Date and Option
Closing Date Opinions of Counsel. On the Closing Date and the Option Closing Date, if any, the Representative shall have received
the favorable opinions and negative assurance statements of Zarren Law Group, LLC, dated the Closing Date or the Option Closing Date,
as the case may be, addressed to the Representative as representative for the several Underwriters and in form and substance satisfactory
to the Representative and Loeb.
4.2.2 Reliance. In rendering
such opinions, such counsels may rely 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 corporate existence
or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Representative’s
counsel if requested.
4.3 Comfort Letter. At the
time this Agreement is executed, and at the Closing Date and Option Closing Date, if any, the Representative shall have received a letter,
addressed to the Representative as representative for the several Underwriters and in form and substance satisfactory in all respects
(including the non-material nature of the changes or decreases, if any, referred to in Section 4.3.3 below) to the Representative from
MaloneBailey dated, respectively, as of the date of this Agreement and as of the Closing Date and Option Closing Date, if any:
4.3.1 Confirming that they are
independent accountants 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, Preliminary Prospectus, Statutory Prospectus
and the Prospectus, provided to the Company any non-audit services, as such term is used in Section 10A(g) of the Exchange Act;
4.3.2 Stating that in their opinion
the financial statements of the Company included in the Registration Statement, the Statutory Prospectus and the Prospectus comply as
to form in all material respects with the applicable accounting requirements of the Act and the published Regulations thereunder;
4.3.3 Stating that, on the basis
of their review, which included a reading of the latest available unaudited interim financial statements of the Company (with an indication
of the date of the latest available unaudited interim financial statements), 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 that
would lead them to believe that (a) the unaudited financial statements of the Company included in the Registration Statement, the Statutory
Prospectus and the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Act
and the Regulations or are not fairly presented in conformity with GAAP applied on a basis substantially consistent with that of the audited
financial statements of the Company included in the Registration Statement, the Statutory Prospectus and the Prospectus, or (b) at a date
immediately prior to the Effective Date, Closing Date or Option Closing Date, as the case may be, there was any change in the share capital
or long-term debt of the Company, or any decrease in the stockholders’ equity of the Company as compared with amounts shown in the
September 30, 2023 balance sheet included in the Registration Statement, the Statutory Prospectus and the Prospectus, other than as set
forth in or contemplated by the Registration Statement, the Statutory Prospectus and the Prospectus or, if there was any decrease, setting
forth the amount of such decrease, and (c) during the period from September 30, 2023 to a specified date immediately prior to the Effective
Date, Closing Date or Option Closing Date, as the case may be, there were any changes in revenues, net earnings (losses) or net earnings
(losses) per Share, in each case as compared with the Statement of Operations for the nine month period ended September 30, 2023 included
in the Registration Statement, the Statutory Prospectus and the Prospectus, or, if there was any such change, setting forth the amount
of such change;
4.3.4 Setting forth, at a date
not later than five days prior to the Effective Date, the amount of liabilities of the Company (including a break-down of commercial papers
and notes payable to banks);
4.3.5 Stating that they have compared
specific dollar amounts, numbers of shares, percentages of revenues and earnings, statements and other financial information pertaining
to the Company set forth in the Registration Statement, the Statutory 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 generally
accepted auditing standards) set forth in the letter and found them to be in agreement;
4.3.6 Stating that they have not,
since the Company’s incorporation, brought to the attention of the Company’s management any reportable condition related to
internal structure, design or operation as defined in the Statement on Auditing Standards No. 60 “Communication of Internal Control
Structure Related Matters Noted in an Audit,” in the Company’s internal controls; and
4.3.7 Statements as to such other
matters incident to the transaction contemplated hereby as the Representative or its counsel may reasonably request, including: (i) that
MaloneBailey is registered with the Public Company Accounting Oversight Board; (ii) that MaloneBailey has sufficient assets and insurance
to pay for any liability incurred by it relating to providing the letter; and (iii) that MaloneBailey is not insolvent.
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 Chairman of the Board or the Chief Executive Officer, Chief Financial Officer or Chief Operating Officer and the Secretary or Assistant
Secretary of the Company (in their capacities as such), 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 (in their capacities as such) 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 Date, as the case may be, respectively, certifying
(i) that the Charter Documents are true and complete, have not been modified and are in full force and effect, (ii) that the resolutions
of the Company’s Board of Directors relating to the public offering contemplated by this Agreement are in full force and effect
and have not been modified, (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the
Commission, (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and Nasdaq and (v) as to
the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
4.5 No Material Changes.
Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or
development involving a prospective 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 the Prospectus, (ii) no
action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by
any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding
may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the
Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings therefor shall
have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission, and (iv) the Registration
Statement, the Statutory 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 Statutory 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 light of the circumstances under which they were made, not misleading.
4.6 Delivery of Agreements.
On the Effective Date, the Company shall have delivered to the Representative executed copies of the Transaction Documents.
4.7 Placement Warrants.
On the Closing Date and the Option Closing Date, as applicable, the Placement Warrants have been purchased as provided for in the Sponsor
Warrant Purchase Agreement and the requisite portion of the purchase price for such securities specified herein and therein shall be deposited
into the Trust Account.
5. Indemnification and Contribution.
5.1 Indemnification.
5.1.1 Indemnification of the
Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective partners, members,
directors, officers, employees and agents, and each person, if any, who controls each Underwriter or any affiliate within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows:
(a) against any and all loss,
liability, claim, damage and expense whatsoever, as incurred, joint or several, arising out of or based upon any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omission or alleged omission
therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out
of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, Statutory Prospectus, any
Testing-the-Waters Communication or the Prospectus (or any amendment or supplement to the foregoing), or the omission or alleged omission
therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were
made, not misleading;
(b) against any and all loss,
liability, claim, damage and expense whatsoever, as incurred, joint or several, to the extent of the aggregate amount paid in settlement
of any litigation, or any investigation or
proceeding by any governmental authority, commenced or threatened, or of any claim whatsoever
based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section
5.1(d)) any such settlement is effected with the written consent of the Company, which consent shall not unreasonably be delayed, conditioned
or withheld; and
(c) against any and all documented
out-of-pocket expense whatsoever, as reasonably incurred (including the fees and disbursements of counsel), in investigating, preparing
or defending against any litigation, or any investigation or proceeding by any governmental authority, commenced or threatened, or any
claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission (whether or not a
party), to the extent that any such expense is not paid under (a) or (b) above; provided, however, that this indemnity agreement shall
not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue
statement or omission made solely in reliance upon and in conformity with the Underwriters’ Information.
5.1.2 Indemnification of the
Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company,
and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company
within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim,
damage and expense described in the indemnity contained in Section 5.1.1, as incurred, but only with respect to untrue statements or omissions,
or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Statutory Prospectus, any
Testing-the-Waters Communication or the Prospectus (or any amendment or supplement to the foregoing), solely in reliance upon and in conformity
with the Underwriters’ Information.
5.1.3 Notifications and Other
Indemnification Procedures. Any party that proposes to assert the right to be indemnified under this Section 5.1 will, promptly after
receipt of notice of commencement of any action against such party in respect of which a claim is to be made against an indemnifying party
or parties under this Section 5.1, notify each such indemnifying party of the commencement of such action, enclosing a copy of all papers
served, but the omission so to notify such indemnifying party will not relieve the indemnifying party from (i) any liability that it might
have to any indemnified party otherwise than under this Section 5.1 and (ii) any liability that it may have to any indemnified party under
the foregoing provision of this Section 5.1 unless, and only to the extent that, such omission results in the forfeiture of substantive
rights or defenses by the indemnifying party. If any such action is brought against any indemnified party and it notifies the indemnifying
party of its commencement, the indemnifying party will be entitled to participate in and, to the extent that it elects by delivering written
notice to the indemnified party promptly after receiving notice of the commencement of the action from the indemnified party, jointly
with any other indemnifying party similarly notified, to assume the defense of, the action, with counsel reasonably satisfactory to the
indemnified party, and after notice from the indemnifying party to the indemnified party of its election to assume the defense, the indemnifying
party will not be liable to the indemnified party for any other legal expenses except as provided below and except for the reasonable
costs of investigation subsequently incurred by the indemnified party in connection with the defense. The indemnified party will have
the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel will be at the expense
of such indemnified party unless (A) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying
party, (B) the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it
or other indemnified parties that are different from or in addition to those available to the indemnifying party, (C) a conflict or potential
conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party (in which
case the indemnifying party will not have the right to direct the defense of such action on behalf of the indemnified party) or (D) the
indemnifying party has not in fact employed counsel to assume the defense of such action or counsel reasonably satisfactory to the indemnified
party, in each case, within a reasonable time after receiving notice of the commencement of the action; in each of which cases the reasonable
and documented out-of-pocket fees, disbursements and other charges of counsel will be at the expense of the indemnifying party or parties.
It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in
such jurisdiction (plus local counsel) at any one time for all such indemnified party or parties. All such fees, disbursements and other
charges will be reimbursed by the indemnifying party promptly as they are incurred. An indemnifying party will not, in any event, be liable
for any settlement of any action or claim effected without its written consent. No indemnifying party shall, without the prior written
consent of
each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action
or proceeding relating to the matters contemplated by this Section 5 (whether or not any indemnified party is a party thereto), unless
such settlement, compromise or consent (x) includes an express and unconditional release of each indemnified party, in form and substance
reasonably satisfactory to such indemnified party, from all liability arising out of such litigation, investigation, proceeding or claim
and (y) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified
party.
5.1.4 Settlement Without Consent
if Failure to Reimburse. If an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for
reasonable and documented out-of-pocket fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement
of the nature contemplated by Section 5.1.1(b) effected without its written consent if (i) such settlement is entered into more than 45
days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the
terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have
reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
5.2 Contribution. In order
to provide for just and equitable contribution in circumstances in which the indemnification provided for in the foregoing paragraphs
of Section 5.1 is applicable in accordance with its terms but for any reason is held to be unavailable or insufficient from the Company
or the Underwriters, the Company and the Underwriters will contribute to the total losses, claims, liabilities, expenses and damages (including
any investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action,
suit or proceeding or any claim asserted) to which any indemnified party may be subject in such proportion as shall be appropriate to
reflect the relative benefits received by the Company on the one hand and the Underwriters on the other hand. The relative benefits received
by the Company on the one hand and the Underwriters on the other hand shall be deemed to be in the same proportion as the total net proceeds
from the sale of the Units (before deducting expenses) received by the Company bear to the total compensation received by the Underwriters
(before deducting expenses) from the sale of Units on behalf of the Company. If, but only if, the allocation provided by the foregoing
sentence is not permitted by applicable law, the allocation of contribution shall be made in such proportion as is appropriate to reflect
not only the relative benefits referred to in the foregoing sentence but also the relative fault of the Company, on the one hand, and
the Underwriters, on the other hand, with respect to the statements or omission that resulted in such loss, claim, liability, expense
or damage, or action in respect thereof, as well as any other relevant equitable considerations with respect to such offering. Such relative
fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission
or alleged omission to state a material fact relates to information supplied by the Company or the Underwriters, the intent of the parties
and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and
the Underwriters agree that it would not be just and equitable if contributions pursuant to this Section 5.2 were to be determined by
pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to herein.
The amount paid or payable by an indemnified party as a result of the loss, claim, liability, expense or damage, or action in respect
thereof, referred to above in this Section 5.2 shall be deemed to include, for the purpose of this Section 5.2, any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim to the extent consistent
with Section 5.1.3. Notwithstanding the foregoing provisions of Section 5.1 and this Section 5.2, the Underwriters shall not be required
to contribute any amount in excess of the commissions actually received by it under this Agreement and 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 5.2, any person who controls a party to this Agreement within
the meaning of the Securities Act, any affiliates of the respective Underwriters and any officers, directors, partners, employees or agents
of the Underwriters or their respective affiliates, will have the same rights to contribution as that party, and each director of the
Company and each officer of the Company who signed the Registration Statement will have the same rights to contribution as the Company,
subject in each case to the provisions hereof. Any party entitled to contribution, promptly after receipt of notice of commencement of
any action against such party in respect of which a claim for contribution may be made under this Section 5.2, will notify any such party
or parties from whom contribution may be sought, but the omission to so notify will not relieve that party or parties from whom contribution
may be sought from any other obligation it or they may have under this Section 5.2 except to the extent that the failure to so notify
such other party materially prejudiced the substantive rights or defenses of the party from whom contribution is sought. Except for a
settlement
entered into pursuant to the last sentence of Section 5.1.3, no party will be liable for contribution with respect to any action
or claim settled without its written consent if such consent is required pursuant to Section 5.1.3.
6. Default by an Underwriter.
6.1 Default Not Exceeding 10%
of Firm Units. If any Underwriter or Underwriters shall default in its or their obligations to purchase the Firm Units and if the
number of the Firm Units with respect to which such default relates does not exceed in the aggregate 10% of the number of Firm Units that
all Underwriters have agreed to purchase hereunder, then such Firm 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. In the event that the default addressed in Section 6.1 above relates to more than 10% of the Firm Units, the Representative
may, in its discretion, arrange for it or for another party or parties to purchase such Firm Units to which such default relates on the
terms contained herein. If within one (1) Business Day after such default relating to more than 10% of the Firm Units the Representative
do not arrange for the purchase of such Firm 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 Representative to purchase said Firm Units on such terms. In the event that
neither the Representative nor the Company arrange for the purchase of the Firm Units to which a default relates as provided in this Section
6, this Agreement may be terminated by the Representative or the Company without liability on the part of the Company (except as provided
in Sections 3.9, 5, and 9.3 hereof) or the several Underwriters (except as provided in Section 5 hereof); provided 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 that the Firm 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 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 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 and/or the Prospectus, as the case
may be, that in the reasonable opinion of counsel for the Underwriters may thereby be made necessary. The term “Underwriter”
as used in this Agreement shall include any party substituted under this Section 6 with like effect as if it had originally been a party
to this Agreement with respect to such securities.
7. Additional Covenants.
7.1 Additional Shares or Options.
The Company hereby agrees that until the consummation of a Business Combination, it shall not issue any Shares or any options or other
securities convertible into Shares, or any preferred shares or other securities of the Company which participate in any manner in the
Trust Account or which vote as a class with the Shares on a Business Combination.
7.2 Trust Account Waiver Acknowledgments.
The Company hereby agrees that it will use its reasonable best efforts prior to commencing its due diligence investigation of any prospective
Target Business or obtaining the services of any vendor to have such Target Business and/or vendor acknowledge in writing whether through
a letter of intent, memorandum of understanding, confidentiality agreement or other similar document (and subsequently acknowledges the
same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company
has established the Trust Account, initially in an amount of $60,000,000 (without giving effect to any exercise of the Over-allotment
Option) for the benefit of the Public Stockholders and that, except for a portion of the interest earned on the amounts held in the Trust
Account, the Company may disburse monies from the Trust Account only (i) to the Public Stockholders in the event they elect to redeem
Shares contained in the Public Securities in connection with the consummation of a Business Combination, (ii) to the Public Stockholders
if the Company fails to consummate a Business Combination within the time period set forth in the Charter Documents, or (iii) to the Company
after or concurrently with the consummation of a Business Combination and (b) for and in consideration of the Company (i) agreeing to
evaluate such Target Business for purposes of consummating a Business Combination with it or (ii) agreeing to engage the services of the
vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind
in or to any monies in 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 foregoing letters shall substantially be in the form attached hereto as Exhibits A and B respectively. The Company may
forego obtaining such waivers only if the Company shall have received the approval of its Chief Executive Officer and the approving vote
of at least a majority of its Board of Directors.
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 and will not allow
any amendments to, or waivers of, such Insider Letters without the prior written consent of the Representative (not to be unreasonably
withheld, conditioned or delayed).
7.4 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.
7.5 Tender Offer Documents,
Proxy Materials and Other Information. The Company shall provide to the Representative or their counsel (if so instructed by the Representative)
with 10 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. Documents filed with the Commission pursuant to its EDGAR system
shall be deemed to have been provided to the Representative pursuant to this Section. In addition, the Company shall furnish any other
state in which its initial public offering was registered, such information as may be requested by such state.
7.6 Emerging Growth Company.
The Company shall promptly notify the Representative if the Company ceases to be an Emerging Growth Company at any time prior to the completion
of the distribution of the Securities within the meaning of the Act.
7.7 Target Fair Market Value.
The Company agrees that the Target Business that it acquires must have a fair market value equal to at least 80% of the balance in the
Trust Account at the time of signing the definitive agreement for the Business Combination with such Target Business (excluding taxes
payable). The fair market value of such business must be determined by the Board of Directors of the Company based upon standards generally
accepted by the financial community, such as actual and potential sales, earnings, cash flow and book value. If the Board of Directors
of the Company is not able to independently determine that the Target Business meets such fair market value requirement, the Company will
obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with
respect to the satisfaction of such criteria. The Company is not required to obtain an opinion as to the fair market value if the Company’s
Board of Directors independently determines that the Target Business does have sufficient fair market value.
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 as of 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 the Underwriters, the Company or
any Controlling Person, and shall survive termination of this Agreement or the issuance and delivery of the Public Securities to the Underwriters
until the earlier of the expiration of any applicable statute of limitations and the seventh (7th) 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 the 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 Global
Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market or quoted on the OTCBB 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 by FINRA 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 new war or an increase in existing 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 market, or (vi) if the Company shall have sustained a material loss by
fire, flood, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been
insured, will, in the Representative’s sole opinion, make it inadvisable to proceed with the delivery of the Units, or (vii) if
the Company is in material breach of any of its representations, warranties or covenants hereunder, or (viii) if the Representative shall
have become aware after the date hereof of such a material adverse change in the conditions of the Company, or such adverse material change
in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representative’s
sole 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 Public Securities.
9.3 Expenses. In the event
that this Agreement shall not be carried out for any reason whatsoever, within the time specified herein or any extensions thereof pursuant
to the terms herein, (i) the obligations of the Company to pay the out of pocket expenses related to the transactions contemplated herein
shall be governed by Section 3.9 hereof and (ii) the Company shall reimburse the Representative for any reasonable and documented out-of-pocket
costs and expenses incurred in connection with enforcing any provisions of this Agreement.
9.4 Indemnification. Notwithstanding
any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this
Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way affected by such election or termination or failure
to carry out the terms of this Agreement or any part hereof.
10. Miscellaneous.
10.1 Notices. All communications
hereunder, except as herein otherwise specifically provided, shall be in writing and shall be mailed, delivered by hand or reputable overnight
courier or delivered by facsimile or email transmission (with printed confirmation of receipt) and confirmed and shall be deemed given
when so mailed, delivered or faxed or if mailed, two days after such mailing.
If to the Representative:
EF Hutton, division of Benchmark Investments, LLC
590 Madison Avenue, 39th Floor
New York, NY 10022
Attention: Sam Fleischman
Email: sfleischman@efhuttongroup.com
Copy (which copy shall not constitute notice) to:
Loeb & Loeb LLP
345 Park Avenue
New York, NY 10154
Attn: Mitchell Nussbaum, Esq.
Facsimile: (212) 504-3013
Email: mnussbaum@loeb.com
If to the Company:
Iron Horse Acquisitions Corp.
P.O. Box 2506
Toluca Lake, CA 91610
Attn: Jose Antonio Bengochea, Chief Executive Officer
Email: jose@ironhorseacquisition.com
Copy (which copy shall not constitute notice)
to:
Zarren Law Group, LLC
8 Park Center Court, Suite 100
Baltimore, MD 21117
Attn: Jason C. Harmon and Kenneth C. Winterbottom IV
Email: jharmon@zarrenlawgroup.com; kwinterbottom@zarrenlawgroup.com
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 Selected Dealers, the
Company and the Controlling Persons, directors, agents, partners, members, employees 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. The term “successors
and assigns” shall not include a purchaser, in its capacity as such, of securities from the Underwriters.
10.6 Waiver of Immunity.
To the extent that the Company may be entitled in any jurisdiction in which judicial proceedings may at any time be commenced hereunder,
to claim for itself or its revenues or assets any immunity, including sovereign immunity, from suit, jurisdiction, attachment in aid of
execution of a judgment or prior to a judgment, execution of a judgment or any other legal process with respect to its obligations hereunder
and to the extent that in any such jurisdiction there may be attributed to the Company such an immunity (whether or not claimed), the
Company hereby irrevocably agrees not to claim and irrevocably waives such immunity to the maximum extent permitted by law.
10.7 Submission to Jurisdiction.
Each of the Company and the Representative irrevocably submit to the nonexclusive jurisdiction of any New York State or United States
Federal court sitting in The City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to
this Agreement, the Registration Statement, the Statutory Prospectus and the Prospectus or the offering of the Securities. Each of the
Company and the Representative irrevocably waives, to the fullest extent permitted by law, any objection that they may now or hereafter
have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or
proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company
or the Representative may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage
prepaid, addressed to it at the address set forth in Section 10.1 hereof. Such mailing shall be deemed personal service and shall be legal
and binding upon the Company or the Representative in any action, proceeding or claim. Each of the Company and the Representative waives,
to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding
the foregoing, any action based on this Agreement may be instituted in any competent court. Each party hereto shall be entitled to recover
from the other all of their reasonable and documented out-of-pocket attorneys’
fees and expenses relating to any action or proceeding
and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or proceeding.
10.8 Governing Law. 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 conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
10.9 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 facsimile or email/pdf transmission (including via DocuSign) shall constitute valid and sufficient
delivery thereof.
10.10 Waiver. 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 affect 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.
10.11 No Fiduciary Relationship.
The Company acknowledges and agrees that (i) the purchase and sale of the Units pursuant to this Agreement is an arm’s-length commercial
transaction pursuant to a contractual relationship between the Company and the Underwriters, (ii) in connection therewith and with the
process leading to such transaction, each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii)
the Underwriters have not assumed an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated
hereby or the process leading thereto (irrespective of whether the Underwriters have advised or are currently advising the Company on
other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement, (iv) 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 this offering
of the Company’s securities, either before or after the date hereof and (v) the Company has consulted its own legal and financial
advisors to the extent it deemed appropriate. 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 agrees that it will not claim that the Underwriters have rendered
advisory services of any nature or respect, or owe a fiduciary or similar duty to the Company, in connection with such transaction or
the process leading thereto. The Company and the Underwriters agree that they are each responsible for making their own independent judgment
with respect to any such transactions, and that any opinions or views expressed by the Underwriters to the Company regarding such transactions,
including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute
advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that
the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company
in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.
[Remainder of page intentionally left blank]
If the foregoing correctly sets forth the understanding
between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall
constitute a binding agreement between us.
| |
Very truly yours, |
| |
|
|
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IRON HORSE ACQUISITIONS CORP. |
| |
By: |
|
| |
Name: |
Jose Antonio Bengochea |
| |
Title: |
Chief Executive Officer |
Accepted on the date first above written.
EF HUTTON, division of Benchmark Investments, LLC
as Representative of the several Underwriters
[Signature page to Underwriting Agreement]
SCHEDULE A
IRON HORSE ACQUISITIONS CORP.
6,000,000 Units
|
Underwriter |
|
Number of Firm Units
to be Purchased |
| EF Hutton, division of Benchmark Investments, LLC |
|
|
| |
|
|
| |
|
|
|
TOTAL |
|
6,000,000 |
SCHEDULE B
None.
EXHIBIT A
FORM OF TARGET BUSINESS LETTER
IRON HORSE ACQUISITIONS CORP.
Ladies and Gentlemen:
Reference is made to the Final
Prospectus of Iron Horse Acquisitions Corp. (the “Company”), dated as of _________, 2023 (the “Prospectus”). Capitalized
terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus.
We have read the Prospectus and
understand that the Company has established the Trust Account, initially in an amount of at least $60,000,000 for the benefit of the Public
Stockholders and the Underwriters of the Company’s initial public offering (the “Underwriters”) and that, except for
a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only:
(i) to the Public Stockholders in the event they elect to redeem their public shares in connection with the consummation of a Business
Combination, (ii) to the Public Stockholders if the Company fails to consummate a Business Combination within the required time period
set forth in its Certificate of Incorporation as the same may be amended from time to time, or (iii) to the Company after or concurrently
with the consummation of a Business Combination.
For and in consideration of the
Company agreeing to evaluate the undersigned for purposes of consummating a Business Combination 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 (each, a “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
IRON HORSE ACQUISITIONS CORP.
Ladies and Gentlemen:
Reference is made to the Final
Prospectus of Iron Horse Acquisitions Corp. (the “Company”), dated as of ______________, 2023 (the “Prospectus”).
Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus.
We have read the Prospectus and
understand that the Company has established the Trust Account, initially in an amount of at least $60,000,000 for the benefit of the Public
Stockholders and the Underwriters of the Company’s initial public offering (the “Underwriters”) and that, except for
a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only:
(i) to the Public Stockholders in the event they elect to redeem their public shares in connection with the consummation of a Business
Combination, (ii) to the Public Stockholders if the Company fails to consummate a Business Combination within the required time period
set forth in its Certificate of Incorporation as the same may be amended from time to time, or (iii) to the Company after or concurrently
with the consummation of a Business Combination.
For and in consideration of the
Company agreeing to engage the 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 (each, a “Claim”) and hereby waives any Claim it may have in
the future as a result of, or arising out of, any services provided to the Company and will not seek recourse against the Trust Account
for any reason whatsoever.
| Print Name of Vendor |
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| |
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| Authorized Signature of Vendor |
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