Exhibit 1.1
4,000,000 Units
Barington/Hilco
Acquisition Corp.
UNDERWRITING AGREEMENT
New York, New York
[·], 2015
EarlyBirdCapital, Inc.
366 Madison Avenue, 8th Floor
New York, New York 10017
As Representative of the Underwriters
named on Schedule A hereto
Ladies and Gentlemen:
Barington/Hilco Acquisition
Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the
“Representative”) and with the other underwriters named on Schedule A hereto (if any), for which
the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein
as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
1. Purchase
and Sale of Securities.
1.1. Units.
1.1.1. Purchase
of Units. On the basis of the representations and warranties herein contained, but subject to the terms and conditions
herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, an aggregate of
4,000,000 units of the Company (the “Firm Units”) at a purchase price (net of discounts and commissions)
of $9.70 per Firm Unit. Each Unit consists of one share of common stock, par value $0.0001 per share (the “Common Stock”),
one right (the “Right”) to receive one-tenth (1/10) of one share of Common Stock upon consummation of any proposed
initial merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination
with one or more businesses or entities (“Business Combination”) and one warrant (the “Warrants”)
entitling the holder to purchase one-half (1/2) of one share of Common Stock for $12.50 per full share during the period commencing
on the later of the consummation by the Company of its Business Combination and one year from the Effective Date (defined below)
and terminating on the earliest of (i) the three year anniversary of the consummation of a Business Combination, (ii) the liquidation
of the Trust Account (defined below) if the Company is unable to consummate a Business Combination by the Termination Date (defined
below) or (iii) upon redemption of the Warrants. The Underwriters, severally and not jointly, agree to purchase from the Company
the number of Firm Units set forth opposite their respective names on Schedule A. The Firm Units are to be offered
initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit.
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1.1.2. Payment
and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the third (3rd)
Business Day following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative
and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the
Company. The closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery
and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units
shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer
in Federal (same day) funds. The Company shall receive an aggregate of $41,300,000 net proceeds from the sale of the Firm Units
and the Private Units (defined in Section 1.4.2 below), of which $40,800,000 shall be deposited
on the Closing Date into the trust account (the “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 hereof)
and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company
and Continental Stock Transfer & Trust Company (“CST&T”). The remaining proceeds (less actual expense
payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery of certificates
(in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of
the DTC for the account of the Representative). The Firm Units shall be registered in such name or names and in such authorized
denominations as the Representative may request in writing at least two (2) Business Days (defined below) prior to the Closing
Date. The Company will permit the Representative to examine and package the Firm Units for delivery at least one (1) full
Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon
tender of payment by the Representative for all the Firm Units. As used herein, the term “Business Day” shall
mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business,
and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired
in the aftermarket, including any of the Insiders (as defined in Section 1.4.1 herein) to the extent they acquire such shares of
Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).
1.2. Over-Allotment
Option
1.2.1. The
Representative shall have the option (the “Over-Allotment Option”) to purchase all or less than all of an additional
600,000 Units (the “Option Units”) for the purposes of covering any over-allotments in connection with the distribution
and sale of the Firm Units. Such Option Units shall, at the Representative’s election, 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 (subject to adjustment by the Representative to eliminate fractions). Such Option Units shall be identical in all respects
to the Firm Units. The Firm Units and the Option Units are hereinafter collectively referred to 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 (net of discounts and commissions) will be $9.70 per Option Unit.
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1.2.2. Exercise
of Option. The Over-Allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to
all (at any time) or any part (from time to time) of the Option Units within forty-five (45 days) after the Effective Date. The
Representative will not be under any obligation to purchase any Option Units prior to the exercise of the Over-Allotment Option.
The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company 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, if other than the Closing Date (the “Option Closing Date”),
which shall not be earlier than the Closing Date or be later than ten (10) full Business Days after the date of the notice or such
other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other
place as shall be agreed upon by the Company and the Representative. Upon exercise of the Over-Allotment Option, the Company will
become obligated to convey to the Representative, and, subject to the terms and conditions set forth herein, the Representative
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 at the Representative’s election
by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds,
payable as follows: $9.70 per Option Unit shall be deposited in the Trust Fund pursuant to the Trust Agreement upon delivery 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 certificates representing the Option Units to be delivered will be in such
denominations and registered in such names as the Representative requests 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.
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1.3. Representative’s
Purchase Option. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date,
for an aggregate purchase price of $100.00, an option (“Representative’s Purchase Option”) to purchase
up to an aggregate of 200,000 Units (the “Representative’s Units”). The Representative’s Purchase
Option shall be exercisable whether for cash or on a cashless basis, in whole or in part, commencing on the later of the consummation
of a Business Combination or one year from the Effective Date and expiring on the five-year anniversary of the Effective Date
at an initial exercise price per Representative’s Unit of $11.00, which is equal to one hundred and ten percent (110%) of
the initial public offering price per Unit. On the Closing Date, the Company shall deliver to the Representative, upon payment
therefor, certificates for the Representative’s Purchase Option in the name or names and in such denominations as the Representative
may request. The Representative’s Purchase Option, the Representative’s Units, the shares of Common Stock included
in the Representative’s Units, the Rights included in the Representative’s Units (the “Representative’s
Rights”), the Warrants included in the Representative’s Units (the “Representative’s Warrants”)
and the shares of Common Stock issuable pursuant to the terms of the Representative’s Rights and Representative’s
Warrants are hereinafter referred to collectively as the “Representative’s Securities.” Delivery
and payment for the Representative’s Purchase Option shall be made on the Closing Date.
1.4. Private
Placements.
1.4.1. The
Company issued to the individuals and entities set forth in Part II, Item 15 of the Registration Statement (the “Sponsors”),
for aggregate consideration of $25,000, 1,150,000 shares of Common Stock (the “Insider Shares”) in a private
placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”).
No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider
Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement
(as defined in Section 2.24.3 hereof). The Sponsors shall have no right to any liquidation distributions with respect to any portion
of the Insider Shares in the event the Company fails to consummate a Business Combination within the required time period except
with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsors shall
not have conversion rights with respect to the Insider Shares. To the extent that the Over-allotment Option is not exercised by
the Underwriters in full or in part, up to 150,000 of the Insider Shares shall be subject to forfeiture by the Sponsors. The Sponsors
will be required to forfeit only a number of shares of Common Stock necessary to maintain the Sponsors’ 20% ownership interest
in the shares of Common Stock after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment
Option (and excluding the purchase of the Private Units and any shares purchased in the Offering).
1.4.2. The
Sponsors and the Representative (and/or its designees) have committed, pursuant to Subscription Agreements (as defined in Section
2.24.2 hereof), to purchase from the Company an aggregate of 295,000 private Units (the “Private Units”) (285,000
by the Sponsors and 10,000 by the Representative) at a purchase price of $10.00 per Private Unit, simultaneously with the Closing
Date, in a private placement (the “Private Placement”) intended to be exempt from registration under the Act.
The purchase price for the Private Units to be sold in the Private Placement is being held in escrow on the date hereof by Kramer
Levin Naftalis & Frankel LLP (“KL”). The terms of the Private Units are described in the Prospectus (as
defined in Section 2.1.1). No underwriting discounts, commissions or placement fees have been or will be payable in connection
with the Private Placement.
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1.5. Working
Capital; Trust Account Proceeds.
1.5.1. Working
Capital. Upon consummation of the Offering, it is intended that approximately $500,000 of the proceeds from the sale of the
Firm Units and Private Units will be released to the Company to fund the working capital requirements of the Company.
1.5.2. Trust
Account Proceeds. Prior to the liquidation of the Trust Account in the event the Company has not completed a Business Combination
as provided by its Certificate of Incorporation, as amended (such date being referred to as the “Termination Date”),
interest income on the funds held in 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 to fund the Company’s working capital requirements,
all as more fully described in the Prospectus.
2. Representations
and Warranties of the Company. The Company represents and warrants to the Underwriters as follows:
2.1. Filing
of Registration Statement.
2.1.1. Pursuant
to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a
registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-200180), including any related preliminary
prospectus (the “Preliminary Prospectus”, including any prospectus that is included in the registration statement
immediately prior to the effectiveness of the registration statement), for the registration of the Public Securities under the
Act, which registration statement and amendment or amendments have been prepared by the Company in conformity 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 (“Effective Date”), 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 with the Commission pursuant to Rule 424 of the Regulations),
is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, as
used in the Act, means 5:00 p.m., New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared
a preliminary prospectus, dated January 15, 2015, for distribution by the Underwriters (the “Statutory Prospectus”).
If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b)
under the Act registering additional Securities of any type (a “Rule 462(b) Registration Statement”), then, unless
otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule
462(b) Registration Statement. Other than 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 heretofore
been filed under the Act with the Commission. All of the Public Securities have been or will be registered 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 has determined that at the Time of Sale 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 have agreed to provide an opportunity to
purchasers of the Firm 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.
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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 of Common Stock, Rights and Warrants. The registration of the Units, shares of Common Stock, Rights and
Warrants under the Exchange Act has been declared effective by the Commission on the date hereof.
2.2. No
Stop Orders, etc. Neither the Commission nor, to the Company’s knowledge, any foreign or state regulatory authority
has issued any order or threatened to issue any order preventing or suspending the use of any Statutory Prospectus or Prospectus
or has instituted or, to the Company’s knowledge, threatened to institute any proceedings with respect to such an order.
2.3. Disclosures
in Registration Statement.
2.3.1. 10b-5
Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective
amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement,
the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein
in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act
and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date
it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on
the Closing Date, the Prospectus (together with any supplement thereto) will not include any untrue statement of a material fact
or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they
were made, not misleading; and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which
they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not
apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company
with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus
or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the subsections
captioned “Pricing of this Offering” and “Selling Restrictions” included in the section captioned “Underwriting.”
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2.3.2. Disclosure
of Agreements. The agreements and instruments to which the Company is a party or by which it is or may be bound described
in the Registration Statement, the Statutory Prospectus and the Prospectus conform in all material respects to the descriptions
thereof contained therein and there are no agreements or other instruments 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 or attached as an exhibit thereto, or (ii) is material to the Company’s business, has been duly and validly executed
by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s
knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy,
insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification
or contribution provision may be limited under the 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, any other party is in breach or default thereunder and, to the Company’s
knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a breach or default
thereunder. To the Company’s knowledge, performance by the Company of the material provisions of such agreements or
instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental
agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses, including, without
limitation, those relating to environmental laws and regulations.
2.3.3. Prior
Securities Transactions. No securities of the Company have been sold by the Company or by or on behalf of, or for the
benefit of, any person or persons controlling, controlled by, or under common control with the Company since the date of the Company’s
formation, except as disclosed in the Registration Statement.
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2.3.4. Regulations.
The disclosures in the Registration Statement, the Statutory Prospectus and the Prospectus concerning the effects of foreign, federal,
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 light of the circumstances in which they were made,
not misleading.
2.4. Changes
After Dates in Registration Statement.
2.4.1. No
Material Adverse Change. 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, of the Company; (ii) there have been no material transactions entered into by
the Company, other than as contemplated pursuant to this Agreement; (iii) no member of the Company’s board of directors or
management has resigned from any position with the Company and (iv) no event or occurrence has taken place which materially impairs,
or would likely materially impair, with the passage of time, the ability of the members of the Company’s board of directors
or management to act in their capacities with the Company as described in the Registration Statement, the Statutory Prospectus
and the Prospectus.
2.4.2. Recent
Securities Transactions, etc. 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.
2.5. Independent
Accountants. Marcum LLP (“Marcum”), whose report is filed with the Commission as part of the Registration
Statement and included in the Registration Statement, the Statutory Prospectus and the Prospectus, are 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, Marcum is duly registered and
in good standing with the PCAOB. Marcum has not, during the periods covered by the financial statements included in the Registration
Statement, 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.
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2.6. Financial
Statements; Statistical Data.
2.6.1. Financial
Statements. The financial statements, including the notes thereto and supporting schedules included in the Registration Statement,
the Statutory Prospectus and the Prospectus, fairly present the financial position and the results of operations of the Company
at the dates and for the periods to which they apply; and such financial statements have been prepared in conformity with United
States generally accepted accounting principles (“GAAP”), consistently applied throughout the periods involved;
and the supporting schedules included in the Registration Statement 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 or the Prospectus
in accordance with Regulation S-X of the Regulations which have not been included as so required.
2.6.2. Statistical
Data. The statistical, industry-related and market-related data included in the Registration Statement, the Statutory Prospectus
and/or the Prospectus are based on or derived from sources which the Company reasonably and in good faith believes are reliable
and accurate, and such data agree with the sources from which they are derived.
2.7. Authorized
Capital; Options, etc. The Company had at the date or dates indicated in 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 the adjusted share 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, there will be no options, warrants, or other rights to purchase or otherwise acquire
any authorized, but unissued shares of Common Stock or any security convertible into shares of Common Stock, or any contracts or
commitments to issue or sell shares of Common Stock or any such options, warrants, rights or convertible securities.
2.8. Valid
Issuance of Securities, etc.
2.8.1. Outstanding
Securities. All issued and outstanding shares of Common Stock of the Company have been duly authorized and validly issued
and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject
to personal liability by reason of being such holders; and none of such securities were issued in violation of the preemptive rights
of any holders of any security of the Company or similar contractual rights granted by the Company. The outstanding shares of Common
Stock conform to the descriptions thereof contained in the Registration Statement, the Statutory Prospectus and the Prospectus.
All offers, sales and any transfers of the outstanding shares of Common Stock 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.
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2.8.2. Securities
To Be Sold.
2.8.2.1. The
Public Securities and Representative’s 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 and Representative’s
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 by the Company for the authorization, issuance and
sale of the Public Securities and Representative’s Securities has been duly and validly taken. The Public Securities
and Representative’s 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.
2.8.2.2. When
issued, the Representative’s Purchase Option, the Representative’s Rights, the Representative’s Warrants, the
Rights and the Warrants will constitute the valid and binding obligation of the Company to issue and sell, upon exercise thereof
and payment of the exercise price therefor, the number and type of securities of the Company called for thereby in accordance with
the terms thereof and such Representative’s Purchase Option, Representative’s Rights, Representative’s Warrants,
Rights and Warrants will be enforceable against the Company in accordance with its 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 of Common Stock underlying the
Representative’s Units, Representative’s Rights and Representative’s Warrants have been reserved for issuance
upon the exercise of the Representative’s Purchase Option upon payment of the consideration therefor, and when issued in
accordance with the terms thereof, will be duly and validly authorized, 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 Representative’s 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.
2.8.2.3. The
Private Units, the Rights included within the Private Units (the “Private Rights”), the Warrants included in
the Private Units (the “Private Warrants”) and the shares of Common Stock underlying the Private Units, the
Private Rights and the Private Warrants have been duly authorized and reserved for issuance and when issued and paid for in accordance
with the Subscription Agreements, the Rights Agreement and the Warrant Agreement (as applicable), 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 Private Units, Private Rights, the Private Warrants and the shares of Common Stock underlying the Private Units, Private Rights
and Private Warrants 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 Private Units, Private Rights, Private Warrants and the shares of Common Stock underlying the Private Units, Private
Rights and Private Warrants has been duly and validly taken. The Private Units, Private Rights, Private Warrants and the
shares of Common Stock underlying the Private Units, Private Rights and Private Warrants 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.
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2.8.2.4. The
Insider Shares have been duly authorized, duly and 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 Insider Shares 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 Insider Shares has been duly and validly
taken. The Insider Shares 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.
2.8.3. 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 “integrated” pursuant to the Act or the Regulations with the offer and sale of the Public
Securities pursuant to the Registration Statement.
2.9. Registration
Rights of Third Parties. Except as set forth in the Registration Statement, the 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.
2.10. Validity
and Binding Effect of Agreements. This Agreement, the Trust Agreement, the Subscription Agreements, the Escrow Agreement,
the Services Agreement (as defined in Section 2.24.7 hereof), the Rights Agreement (as defined in Section 2.26 hereof), the
Warrant Agreement (as defined in Section 2.28 hereof), the Business Combination Marketing Agreement (as defined in Section 2.27
hereof), the Registration Rights Agreement (as defined in Section 2.24.7) and the Representative’s Purchase Option have been
duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will
constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms,
except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’
rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under 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.
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2.11. No
Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Trust Agreement, the Subscription
Agreements, the Escrow Agreement, the Services Agreement, the Rights Agreement, the Warrant Agreement, the Business Combination
Marketing Agreement, the Registration Rights Agreement and the Representative’s Purchase Option, 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 breach or violation of,
or conflict with any of the terms and provisions of, or constitute a 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 Amended and Restated Certificate of Incorporation
or Bylaws of the Company; 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, business
or assets, except with respect to clauses (i) and (iii) which violation or default will not result in a Material Adverse Effect.
2.12. No
Defaults; Violations. No material default or violation by the Company or, to its knowledge, its counteryparty, 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 material agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of
the properties or assets of the Company is subject. The Company is not in violation of any term or provision of its Amended and
Restated Certificate of Incorporation and Bylaws or in violation in any material respect 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.
2.13. Corporate
Power; Licenses; Consents.
2.13.1. Conduct
of Business. The Company has all requisite corporate power and authority, and has all necessary authorizations, approvals,
orders, licenses, certificates and permits of and from all governmental regulatory officials and bodies that it needs as of the
date hereof to conduct its business for the purposes described in the Registration Statement, the Statutory Prospectus and the
Prospectus other than those the failure of which to have would not reasonably be expected to result in a Material Adverse Effect.
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 and except as described
in the Registration Statement, the Company has conducted no business and has incurred no liabilities other than in connection with
its formation and in furtherance of the Offering.
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2.13.2. Transactions
Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out
the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have
been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body, foreign
or domestic, is required for the valid issuance, sale and delivery, of the Public Securities and Representative’s Securities
and the consummation of the transactions and agreements contemplated by this Agreement, the Trust Agreement, the Subscription Agreements,
the Escrow Agreement, the Services Agreement, the Rights Agreement, the Warrant Agreement, the Business Combination Marketing Agreement,
the Registration Rights Agreement and the Representative’s Purchase Option and as contemplated by the Registration Statement,
the Statutory Prospectus and Prospectus, except with respect to applicable foreign, federal and state securities laws and the rules
and regulations promulgated by the Financial Industry Regulatory Authority, Inc. (“FINRA”).
2.14. D&O
Questionnaires. To the Company’s knowledge, all information contained in the questionnaires (the “Questionnaires”)
completed by each of the Company’s officers, directors, 5% beneficial owners and owners of unregistered securities acquired
within the past 180 days (the “Directors/Officers”) immediately prior to the initial filing of the Registration
Statement and provided to the Representative, as such Questionnaires may have been updated from time to time and confirmed by each
of the Directors/Officers, as well as the biographies included in the Registration Statement, is true and correct and the Company
has not become aware of any information which would cause the information disclosed in the Questionnaires to become inaccurate
and incorrect.
2.15. Litigation;
Governmental Proceedings. There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation or governmental
proceeding pending or, to the Company’s knowledge, threatened against, or involving the Company or, to the Company’s
knowledge, any of the Directors/Officers or any of the Insiders, which has not been disclosed in the Registration Statement, the
Statutory Prospectus and the Prospectus.
2.16. Good
Standing. The Company has been duly incorporated and is validly existing as a corporation and is in good standing under
the laws of its jurisdiction of incorporation and is duly qualified to do business and is in good standing as a foreign corporation
in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except
where the failure to qualify would not have a material adverse effect on the condition (financial or otherwise), earnings, business
or properties of the Company, whether or not arising from transactions in the ordinary course of business, except as set forth
in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto) (a “Material Adverse
Effect”).
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2.17. No
Contemplation of a Business Combination. Prior to the date hereof, no Company Affiliate (as hereinafter defined) has, and as
of the Closing, the Company and such Company Affiliates will not have: (a) had any specific Business Combination under consideration
or contemplation; (b) directly or indirectly, contacted any potential operating assets, business or businesses which the Company
may seek to acquire (each, a “Target Business”) or any owner, officer, director, manager, agent or representative
thereof or had any substantive discussions, formal or otherwise, with respect to effecting any potential Business Combination with
the Company or taken any measure, directly or indirectly, to locate a Target Business; or (c) engaged or retained any agent or
other representative to identify or locate any Target Business for the Company.
2.18. Transactions
Affecting Disclosure to FINRA.
2.18.1. Except
as described in the Registration Statement, the Statutory Prospectus and the Prospectus, there are no claims, payments, arrangements,
agreements or understandings relating to the payment of a finder’s, consulting or origination fee by the Company or any Company
Affiliate with respect to the sale of the Public Securities hereunder or any other arrangements, agreements or understandings of
the Company or, to the Company’s knowledge, any Insider that may affect the Underwriters’ compensation, as determined
by FINRA.
2.18.2. Except
as described in the Registration Statement, the Statutory Prospectus and the Prospectus, the Company has not made any direct or
indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s fee, consulting fee or otherwise,
in consideration of such person raising capital for the Company or introducing to the Company persons who raised or provided capital
to the Company; (ii) to any FINRA member; or (iii) to any person or entity that has any direct or indirect affiliation or association
with any FINRA member, within the 180-day period prior to the initial filing date of the Registration Statement with the Commission.
2.18.3. To
the Company’s knowledge, no officer or director or any direct or indirect beneficial owner of 5% or greater of any class
of the Company’s securities, including the Sponsor and holders of securities to be purchased in the Private Placement (whether
debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) (any such individual
or entity, a “Company Affiliate”) is a member, a person associated, or affiliated with a member of FINRA.
2.18.4. To
the Company’s knowledge, no Company Affiliate is an owner of stock or other securities of any member of FINRA (other than
securities purchased on the open market).
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2.18.5. To
the Company’s knowledge, no Company Affiliate has made a subordinated loan to any member of FINRA.
2.18.6. No
proceeds from the sale of the Public Securities or the Private Units (excluding underwriting compensation) will be paid to any
FINRA member, or any persons associated or affiliated with a member of FINRA, except as specifically authorized herein.
2.18.7. The
Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a potential
underwriter in the Offering or a related person (as defined by FINRA rules) of such an underwriter within the 180-day period prior
to the initial filing date of the Registration Statement with the Commission, except as disclosed in the Registration Statement,
the Statutory Prospectus and the Prospectus.
2.18.8. To
the Company’s knowledge, 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 with the Commission has any relationship or affiliation or association
with any member of FINRA.
2.18.9. To
the Company’s knowledge, no FINRA member intending to participate in the Offering has a conflict of interest (as defined
by FINRA rules) with the Company.
2.18.10. Except
with respect to the Representative in connection with the Offering, the Company has not entered into any agreement or arrangement
(including, without limitation, any consulting agreement or any other type of agreement) during the 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.
2.19. Taxes.
2.19.1. 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 thereof, 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.
2.19.2. The Company has filed all non-U.S. and U.S. federal, state and local tax returns that are required to be a filed or has requested
extensions thereof, except in any case in which the failure to so file would not have a Material Adverse Effect, and has paid
all taxes required to be paid by it and any other assessment, fine or penalty levied against it, to the extent that any of the
foregoing in due and payable, except for any such assessment, fine or penalty that is currently being contested in good faith
or as would not have a Material Adverse Effect.
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2.20. Foreign
Corrupt Practices Act. Neither the Company nor, to the Company’s knowledge, any of the Company Affiliates or any
other person acting on behalf of the Company is aware of or has taken any action, directly or indirectly, that: (i) would result
in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder
(the “FCPA”) or otherwise subject the Company to any damage or penalty in any civil, criminal or governmental
litigation or proceeding; (ii) if not done in the past, might have had a Material Adverse Effect or (iii) if not continued in the
future, might reasonably be expected to materially and adversely affect the assets, business or operations of the Company, including,
without limitation, given or agreed to give any money, gift or similar benefit (other than legal price concessions to customers
in the ordinary course of business) to any customer, supplier, employee or agent of a customer or supplier, or official or employee
of any governmental agency or instrumentality of any government (domestic or foreign) or any political party or candidate for office
(domestic or foreign) or any political party or candidate for office (domestic or foreign) or other person who was, is, or may
be in a position to help or hinder the business of the Company (or assist it in connection with any actual or proposed transaction).
The Company’s internal accounting controls and procedures are sufficient to cause the Company to comply with the Foreign
Corrupt Practices Act of 1977, as amended.
2.21. Currency
and Foreign Transactions Reporting Act. The operations of the Company are and have been conducted at all times in compliance
with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transaction Reporting Act of 1970,
as amended, the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related
or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money
Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body
or any arbitrator involving the Company with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company,
threatened.
2.22. Bank
Secrecy Act; Money Laundering; Patriot Act. Neither the Company, nor to the Company’s knowledge, any Company Affiliate,
has violated: (i) the Bank Secrecy Act, as amended, (ii) the Money Laundering Laws or (iii) the Uniting and Strengthening of America
by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, and/or the rules and
regulations promulgated under any such law, or any successor law.
2.23. Officers’
Certificate. Any certificate signed by any duly authorized officer of the Company and delivered to the Representative
or to its counsel shall be deemed a representation and warranty by the Company to the Underwriters as to the matters covered thereby.
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2.24. Agreements
With Company Affiliates.
2.24.1. Insider
Letters. The Company has caused to be duly executed legally binding and enforceable agreements (except (i) as such enforceability
may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability
of any indemnification, contribution or non-compete provision may be limited under 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) in the form annexed as an exhibit to
the Registration Statement (the “Insider Letters”), pursuant to which each of the Company Affiliates agrees
to certain matters, including but not limited to, the voting of shares of Common Stock held by them and certain matters described
as being agreed to by them under the “Proposed Business” section of the Registration Statement, the Statutory
Prospectus and Prospectus.
2.24.2. Subscription
Agreements. The Sponsors and the Representative have executed and delivered subscription agreements, the form of which are
annexed as exhibits to the Registration Statement (individually a “Subscription Agreement” and collectively,
the “Subscription Agreements”), pursuant to which the Sponsors and Representative (and/or its designees) have
agreed, among other things, to purchase on the Closing Date an aggregate of 295,000 Private Units. Pursuant to the Subscription
Agreements, the Sponsors and the Representative have waived any and all rights and claims it may have to any proceeds, and any
interest thereon, held in the Trust Account in respect of the Private Units in the event that a Business Combination is not consummated
and the Trust Account is liquidated in accordance with the terms of the Trust Agreement.
2.24.3. Escrow Agreement. The Company has caused the Sponsors to enter into an escrow agreement (the “Escrow Agreement”)
with CST&T substantially in the form filed as an exhibit to the Registration Statement whereby the Insider Shares will be held
in escrow by CST&T for a period (the “Escrow Period”) commencing on the Effective Date and expiring (i)
with respect to 50% of the Insider Shares, on the earlier of the one year anniversary of the consummation of the Business Combination
and the date on which the closing price of the shares of Common Stock equals or exceeds $12.50 per share for any 20 trading days
within a 30-trading day period following the consummation of the Business Combination, and (ii) with respect to the remaining 50%
of the Insider Shares, on the one year anniversary of the consummation of the Business Combination, or earlier in each case in
certain limited situations. During the Escrow Period, such parties shall be prohibited from selling or otherwise transferring such
Insider Shares, except in certain limited circumstances set forth in the Escrow Agreement. To the Company’s knowledge, the
Escrow Agreement is enforceable against each of the Sponsors and will not, with or without the giving of notice or the lapse of
time or both, result in a breach of, or conflict with, any of the terms and provisions of, or constitute a default under, an agreement
or instrument to which any of the Sponsors is a party.
2.24.4. Non-Competition/Solicitation.
To the Company’s knowledge, no Directors/Officers are subject to any non-competition agreement or non-solicitation agreement
with any employer or prior employer which could materially affect each Director’s/Officer’s ability to be and act in
the capacity of a Director/Officer of the Company.
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2.24.5. Loans.
Two affiliates of the Sponsors have made loans to the Company in the aggregate amount of $125,000, as such amount may be increased
as described in the Registration Statement (the “Insider Loans”) pursuant to promissory notes substantially
in the form annexed as an exhibit to the Registration Statement. The Insider Loans do not bear any interest and are repayable by
the Company on the consummation of the Offering.
2.24.6. Registration
Rights Agreement. The Company, the Representative and the Sponsors have entered into a registration rights agreement (“Registration
Rights Agreement”) substantially in the form annexed as an exhibit to the Registration Statement, whereby the parties
will be entitled to certain registration rights with respect to their securities, as set forth in such Registration Rights Agreement
and described more fully in the Registration Statement.
2.24.7. Administrative
Services. The Company has entered into an agreement (“Services Agreement”) with an affiliate of one of the
Sponsors substantially in the form annexed as an exhibit to the Registration Statement pursuant to which the affiliate will make
available to the Company general and administrative services including office space, utilities and secretarial support for the
Company’s use for $7,500 per month payable until the earlier of the consummation by the Company of a Business Combination
or the liquidation of the Trust Account, on the terms and subject to the conditions set forth in the Services Agreement.
2.25. Investment
Management Trust Agreement. The Company has entered into the Trust Agreement with respect to certain proceeds of the
Offering and the Private Placement substantially in the form filed as an exhibit to the Registration Statement, pursuant to which
the funds held in the Trust Account may be released under limited circumstances. The Trust Agreement shall not be amended, modified
or otherwise changed in any way that modifies the rights or obligations of the Representative without the prior written consent
of the Representative, such consent not to be unreasonably withheld.
2.26. Rights
Agreement. The Company has entered into an agreement with respect to the Rights that are to be issued in the Offering, the
Private Rights and the Representative’s Rights with CST&T substantially in the form filed as an exhibit to the Registration
Statement (the “Rights Agreement”).
2.27. Business
Combination Marketing Agreement. The Company and the Representative have entered into a separate business combination marketing
agreement substantially in the form filed as an exhibit to the Registration Statement (the “Business Combination Marketing
Agreement”).
2.28. Warrant
Agreement. The Company has entered into a warrant agreement with respect to the Warrants, the Representative’s Warrants
and the Private Warrants with CST&T substantially in the form filed as an exhibit to the Registration Statement (the “Warrant
Agreement”).
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2.29. Investments.
No more than 45% of the “value” (as defined in Section 2(a)(41) of the Investment Company Act of 1940 (“Investment
Company Act”)) of the Company’s total assets (exclusive of cash items and “Government Securities,”
as defined in Section 2(a)(16) of the Investment Company Act) consist of, and no more than 45% of the Company’s net income
after taxes is derived from, securities other than Government Securities.
2.30. Investment
Company Act. The Company is not required, and upon the issuance and sale of the Public Securities as herein contemplated and
the application of the net proceeds therefrom as described in the Prospectus will not be required, to register as an “investment
company” under the Investment Company Act.
2.31. Subsidiaries.
The Company does not own an interest in any corporation, partnership, limited liability company, joint venture, trust or other
business entity.
2.32. Related
Party Transactions. No relationship, direct or indirect, exists between or among any of the Company or any Company Affiliate,
on the one hand, and any director, officer, shareholder, customer or supplier of the Company or any Company Affiliate, on the other
hand, which is required by the Act, the Exchange Act or the Regulations to be described in the Registration Statement, the Statutory
Prospectus and the Prospectus, which is not so described as required. There are no outstanding loans, advances 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 the Prospectus. The Company has
not extended or maintained credit, arranged for the extension of credit, or renewed an extension of credit, in the form of a personal
loan to or for any director or officer of the Company.
2.33. 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.
2.34. Sarbanes-Oxley.
The Company is in material compliance with the provisions of the Sarbanes-Oxley Act of 2002, as amended (“SOX”),
and the rules and regulations promulgated thereunder and related or similar rules and regulations promulgated by any governmental
or self regulatory entity or agency, that are applicable to it as of the date hereof.
2.35. Nasdaq
Eligibility. As of the Effective Date, the Public Securities have been approved for listing on the Nasdaq Capital Markets (“NASDAQ”),
subject to official notice of issuance and evidence of satisfactory distribution. There is and has been no failure on the part
of the Company or any of the Company's directors or officers, in their capacities as such, to comply with (as and when applicable),
and immediately following the effectiveness of the Registration Statement the Company will be in compliance with, the NASDAQ Marketplace
Rules, as amended. To the Company’s knowledge, no proceedings have been instituted or threatened which would effect, and
no event or circumstance has occurred since the Effective Date that is reasonably likely lead to proceedings to effect, the delisting
of the Public Securities from NASDAQ. As of the Effective Date, the Company met all applicable requirements for listing on the
Nasdaq.
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2.36. Emerging
Growth Status. From the date of the Company’s 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”).
2.37. Testing-The-Waters
Communications. The Company (a) has not engaged in any Testing-the-Waters Communication and (b) has not authorized anyone to
engage in Testing-the-Waters Communications. “Testing-the-Waters Communication” means any oral or written communication
with potential investors undertaken in reliance on Section 5(d) of the Act.
2.38. Definition
of “Knowledge”. As used in herein, the term “knowledge of the Company” (or similar language)
shall mean the knowledge of the Company’s Directors/Officers, with the assumption that such officers and directors shall
have made reasonable inquiry of the matters presented.
3. Covenants
of the Company. The Company covenants and agrees as follows:
3.1. Amendments
to Registration Statement. The Company will deliver to the Representative, prior to filing, any amendment or supplement
to the Registration Statement or Prospectus proposed to be filed after the Effective Date and shall not file any such amendment
or supplement to which the Representative shall reasonably object in writing.
3.2. Federal
Securities Laws.
3.2.1. Compliance.
During the time when a prospectus is required to be delivered under the Act, the Company will use all reasonable efforts to comply
with all requirements imposed upon it by the Act, the Regulations and the Exchange Act and by the regulations under the Exchange
Act, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Public Securities
in accordance with the provisions hereof and the Prospectus. If at any time when a Prospectus relating to the Public Securities
is required to be delivered under the Act, any event shall have occurred as a result of which, in the opinion of counsel for the
Company or counsel for the Underwriters, the Statutory Prospectus and the Prospectus, as then amended or supplemented includes
an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary during such
period to amend the Registration Statement or amend or supplement the Statutory Prospectus and Prospectus to comply with the Act,
the Company will notify the Representative promptly and prepare and file with the Commission, subject to Section 3.1 hereof,
an appropriate amendment to the Registration Statement or amendment or supplement to the Statutory Prospectus and Prospectus (at
the expense of the Company) so as to correct such statement or omission or effect such compliance.
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3.2.2. Filing
of Final Prospectus. The Company will promptly file the Prospectus (in form and substance satisfactory to the Representative)
with the Commission pursuant to the requirements of Rule 424 of the Regulations.
3.2.3. Exchange
Act Registration. For a period of five years from the Effective Date (except in connection with a going private transaction),
or until such earlier time upon which the Trust Account is to be liquidated if a Business Combination has not been consummated
by the Termination Date: the Company will use its best efforts to maintain the registration of the Units, shares of Common Stock,
Rights and Warrants (in the case of the Units and Rights, until the consummation of a Business Combination, and in the case of
the Warrants, until the Warrants expire and are no longer exercisable or have been exercised or redeemed in full) under the provisions
of the Exchange Act. The Company will not deregister the Units, shares of Common Stock, Rights or Warrants under the Exchange Act
without the prior written consent of the Representative.
3.2.4. Free
Writing Prospectuses. The Company represents and agrees that it has not made and 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.
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 SOX 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. 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 by the Termination Date.
3.4. Delivery
of Materials to Underwriters. The Company will deliver to each of the several Underwriters, without charge and from time
to time during the period when a prospectus is required to be delivered under the Act or the Exchange Act, such number of copies
of each Statutory Prospectus, the Prospectus and all amendments and supplements to such documents as such Underwriters may reasonably
request.
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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 during the period described in this Section 3.5 hereof that, in the judgment of the Company or its counsel, makes
any statement of a material fact made in the Registration Statement, the Statutory Prospectus or the Prospectus untrue or that
requires the making of any changes in the Registration Statement, the Statutory Prospectus and Prospectus in order to make the
statements therein (with respect to the Prospectus and the Statutory Prospectus 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. 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, the filing of the Company’s
Form 10-Q quarterly report and the mailing of quarterly financial information to shareholders.
3.7. Affiliated
Transactions.
3.7.1. Business
Combinations. The Company will not consummate a Business Combination with an entity that is affiliated with any of the
Sponsors or any officer or director or their respective affiliates (each an “Insider”) unless in each case the
Company obtains an opinion from an independent investment banking firm that the Business Combination is fair to the Company’s
shareholders from a financial point of view and a majority of the Company’s disinterested and independent directors (if there
are any) approve such transaction.
3.7.2. Services
Agreement. The Company has entered into the Services Agreement with an affiliate of one of the Sponsors pursuant to which
the affiliate will make available to the Company general and administrative services including office space, utilities and secretarial
support for the Company’s use for $7,500 per month. Prior to the consummation of a Business Combination, the Company shall
not enter into any other arrangement for the provision of such services with any Insider that will require the Company to pay
in excess of $7,500 per month for such services.
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3.7.3. Compensation.
Except as disclosed in the Registration Statement, the Company shall not pay any Insider or Company Affiliate or any of their affiliates
any fees or compensation for services rendered to the Company prior to, or in connection with, this Offering or the consummation
of a Business Combination.
3.8. Secondary
Market Trading and Standard & Poor’s. If the Company does not maintain the listing of the Public Securities on NASDAQ
or another national securities exchange, the Company will (i) apply to be included in Standard & Poor’s Daily News and
Corporation Records Corporate Descriptions for a period of five years from the consummation of a Business Combination, (ii) take
such commercially reasonable steps as may be necessary to obtain a secondary market trading exemption for the Company’s securities
in the State of California and (iii) take such other action as may be reasonably requested by the Representative to obtain a secondary
market trading exemption in such other states as may be requested by the Representative; provided that no qualification shall be
required in any jurisdiction where, as a result thereof, the Company would be subject to service of general process or to taxation
as a foreign corporation doing business in such jurisdiction.
3.9. Investor
Relations Firm. Promptly after the execution of a definitive agreement for a Business Combination, the Company shall retain
an investor relations firm with the expertise necessary to assist the Company both before and after the consummation of the Business
Combination for a term to be agreed upon by the Company and the Representative.
3.10. Reports
to the Representative.
3.10.1. Periodic
Reports, etc. For a period of five years from the Effective Date or until such earlier time upon which the Company is
required to be liquidated and dissolved, the Company will furnish to the Representative and its counsel copies of such financial
statements and other periodic and special reports as the Company from time to time furnishes generally to holders of any class
of its securities, and promptly furnish to the Representative: (i) a copy of each periodic report the Company shall be required
to file with the Commission; (ii) a copy of every press release and every news item and article with respect to the Company
or its affairs which was released by the Company; (iii) a copy of each Current Report on Form 8-K and any Schedules 13D, 13G,
14D-1 or 13E-4 received or prepared by the Company; (iv) five copies of each registration statement filed by the Company with the
Commission under the Securities 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 that
the Representative shall sign, if requested by the Company, a Regulation FD compliant confidentiality agreement which is reasonably
acceptable to the Representative and its counsel in connection with the Representative’s receipt of such information. Documents
filed with the Commission pursuant to Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”) shall
be deemed to have been delivered to the Representative pursuant to this section.
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3.10.2. 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 acceptable to the Representative. CST&T is acceptable to the Underwriters.
3.11. Disqualification
of Form S-1 and Form S-3. Until the earlier of seven years from the date hereof or until the Warrants have expired and are
no longer exercisable, the Company will not take any action or actions which may prevent or disqualify the Company’s use
of Form S-1 or Form S-3 (or other appropriate form) for the registration of the Warrants under the Act.
3.12. 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 Closing Date, or such later date as may be agreed to by the Representative in its sole discretion, all fees
and expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to:
(i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration
Statement, the Statutory Prospectus, and the final Prospectus 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; (ii) the printing, engraving, issuance and delivery of the Units, shares of Common Stock, Rights
and Warrants included in the Units, including any transfer or other taxes payable thereon; (iii) NASDAQ filing fees or, if necessary,
the qualification of the Public Securities under state or foreign securities or Blue Sky laws; (iv) fees and expenses (including
legal fees and disbursements of the Representative not to exceed $15,000) incurred in registering the Offering with FINRA; (v)
fees and disbursements of the transfer agent, rights agent and warrant agent; (vi) all costs and expenses of the Company associated
with “road show” marketing and “due diligence” trips for the Company’s management to meet with prospective
investors, including without limitation, all travel, food and lodging expenses associated with such trips incurred by the Company
or such management; and (vii) 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 3.12. The Company also agrees that it will pay
for an investigative search firm of the Representative’s choice to conduct an investigation of the principals of the Company
as shall be mutually selected by the Representative and the Company (not to exceed $2,500 per principal who is a resident of the
United States and $3,000 per principal who is not a resident of the United States, or $18,000 in the aggregate). The Representative
may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which
shall be mutually agreed upon between the Company and the Representative prior to Closing) to be paid by the Company to the Representative
and others. As of the date hereof, the Company has paid $25,000 to the Representative. The Representative shall retain such part
of the advance previously paid as shall equal its actual out-of-pocket expenses and refund the balance, if any; provided, however,
that if the Offering is consummated, any unused balance may be credited against the expenses set forth above to be paid by the
Company. Additionally, if the Offering is not consummated because the Company has materially breached any of its representations,
warranties or obligations hereunder, then the Company shall reimburse the Representative in full for its out-of-pocket accountable
expenses actually incurred through such date, including, without limitation, fees of counsel to the Representative (which legal
fees shall not exceed $100,000).
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3.13. Application
of Net Proceeds. The Company will apply the net proceeds from this Offering received by it in a manner substantially
consistent with the application described under the caption “Use of Proceeds” in the Prospectus.
3.14. 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 sixteenth 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.
3.15. Notice
to FINRA.
3.15.1. Assistance
with Business Combination. For a period of ninety days following the Effective Date, in the event any person or entity (regardless
of any FINRA affiliation or association) is engaged to assist the Company in its search for a Business Combination candidate or
to provide any similar Business Combination-related services, the Company will provide the following information (the “Business
Combination Information”) to the Representative: (i) complete details of all services and copies of agreements
governing such services (which details or agreements may be appropriately redacted to account for privilege or confidentiality
concerns); and (ii) justification as to why the person or entity providing the Business Combination-related services should
not be considered an “underwriter and related person” with respect to the Company’s initial public offering,
as such term is defined in Rule 5110 of FINRA’s Conduct Rules. The Company also agrees that proper disclosure
of such arrangement or potential arrangement will be made in the proxy statement which the Company will file for purposes of soliciting
shareholder approval for the Business Combination. Upon the Company’s delivery of the Business Combination Information to
the Representative, the Company hereby expressly authorizes the Representative to provide such information directly to FINRA as
a result of representations the Representative have made to FINRA in connection with the Offering.
3.15.2. Broker/Dealer.
In the event the Company intends to register as a broker/dealer, merge with or acquire a registered broker/dealer, or otherwise
become a member of FINRA, it shall promptly notify FINRA.
3.16. Stabilization. Neither
the Company, nor, to its knowledge, any of its employees, officers, directors or shareholders (without the consent of the Representative)
has taken or will take, directly or indirectly, any action designed to or that has constituted or that might reasonably be expected
to cause or result in, under the Exchange Act, or otherwise, stabilization or manipulation of the price of any security of the
Company to facilitate the sale or resale of the Units.
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3.17. Internal
Controls. From and after the Closing Date, 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.
3.18. Accountants.
For a period of five years from the Effective Date or until such earlier time upon which the Trust Account is required to be liquidated,
the Company shall retain Marcum or other independent public accountants reasonably acceptable to the Representative.
3.19. Form
8-K’s. The Company has retained Marcum to audit the financial statements of the Company as of the Closing Date
(the “Audited Financial Statements”) reflecting the receipt by the Company of the proceeds of the Offering and
the Private Placement. Within four (4) Business Days of 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. If the Over-Allotment Option
has not been exercised on the Effective Date, the Company will also file an amendment to the Form 8-K, or a new Form 8-K, to provide
updated financial information of the Company to reflect the exercise and consummation of the Over-Allotment Option.
3.20. FINRA.
Until the Option Closing Date, if any, the Company shall advise the Representative if it is aware that any 5% or greater shareholder
of the Company becomes an affiliate or associated person of a FINRA member participating in the distribution of the Public Securities.
3.21. Corporate
Proceedings. All corporate proceedings and other legal matters necessary to carry out the provisions of this Agreement and
the transactions contemplated hereby shall have been done to the reasonable satisfaction to counsel for the Underwriters.
3.22. Investment
Company. The Company shall cause the proceeds of the Offering to be held in the Trust Account to be invested only as set forth
in the Trust Agreement as in effect on the date hereof and disclosed in the Prospectus. The Company will otherwise conduct its
business in a manner so that it will not become subject to the Investment Company Act. Furthermore, once the Company consummates
a Business Combination, it will be engaged in a business other than that of investing, reinvesting, owning, holding or trading
securities.
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3.23. 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), for a period of twenty-five (25) days after the Closing Date; provided
that in no event shall the Company be prohibited from issuing any press release or engaging in any other publicity required by
law.
3.24. Electronic
Prospectus. The Company shall cause to be prepared and delivered to the Representative, at its 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 other
Underwriters to offerees and purchasers of the shares of Common Stock for at least the period during which a Prospectus
relating to the shares of Common Stock is required to be delivered under the Act; (ii) it shall disclose the same information
as the paper prospectus and prospectus filed pursuant to EDGAR, except to the extent that graphic and image material cannot
be disseminated electronically, in which case such graphic and image material shall be replaced in the electronic prospectus
with a fair and accurate narrative description or tabular representation of such material, as appropriate; and (iii) it shall
be in or convertible into a paper format or an electronic format, satisfactory to the Representative, that will allow
recipients thereof to store and have continuously ready access to the prospectus at any future time, without charge to such
recipients (other than any fee charged for subscription to the Internet as a whole and for on-line time). The Company hereby
confirms that it has included or will include in the Prospectus filed pursuant to EDGAR or otherwise with the Commission and
in the Registration Statement at the time it was declared effective an undertaking that, upon receipt of a request by an
investor or his or her representative within the period when a prospectus relating to the shares of Common Stock is required
to be delivered under the Act, the Company shall transmit or cause to be transmitted promptly, without charge, a paper copy
of the Prospectus.
3.25. Future
Financings.
3.25.1. 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 or in connection with 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 in the event such Business Combination is not consummated.
3.25.2. Except
as described in the Registration Statement, the Company hereby agrees that until the Company consummates a Business Combination,
it shall not issue any shares of Common Stock or any options or other securities convertible into shares of Common Stock or any
shares of preferred stock which participate in any manner in the Trust Account or which vote as a class with the shares of Common
Stock on a Business Combination.
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3.26. NASDAQ
Maintenance. Until the consummation of a Business Combination, the Company will its best efforts to maintain the listing by
NASDAQ of the Units and the shares of Common Stock, Rights and Warrants included within the Units.
3.27. Private
Placement Proceeds. On the Closing Date and the Option Closing Date, the Company shall cause the proceeds from the sale of
the Private Units in the Private Placement to be deposited in the Trust Account.
3.28. Trust
Account Distributions. In connection with the consummation of a Business Combination, the Company will not authorize
any disbursement of the funds in the Trust Account without the prior written approval of the Representative (which will not be
unreasonably withheld).
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 Representative’s Purchase Option and underlying the Rights, the Warrants, the Private
Rights, the Private Warrants, the Representative’s Rights and the Representative’s Warrants outstanding from time to
time.
3.30. Business
Combination Announcement. Within five business days following the consummation by the Company of a Business Combination, the
Company shall cause an announcement (“Business Combination Announcement”) to be placed, at its cost, in The
Wall Street Journal, The New York Times and a third publication to be selected by the Representative announcing the consummation
of the Business Combination and indicating that the Representative was the managing underwriter in the Offering and an investment
banker for the Company on the Business Combination. The Company shall supply the Representative with a draft of the Business Combination
Announcement and provide the Representative with a reasonable opportunity to comment thereon. The Company will not place the Business
Combination Announcement without the final approval of the Representative, which such approval will not be unreasonably withheld.
4. Conditions.
4.1. Conditions
of Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Public Securities,
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 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:
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4.1.1. Regulatory
Matters.
4.1.1.1. 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 the 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 Representative’s
counsel.
4.1.1.2. FINRA
Clearance. By the Effective Date, the Representative shall have received clearance from FINRA as to the amount of compensation
allowable or payable to the Underwriters as described in the Registration Statement.
4.1.1.3. No
Commission Stop Order. At the 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, threatened to institute any proceedings with respect to such an order.
4.1.1.4. NASDAQ
Listing. The Public Securities shall have been approved for listing on NASDAQ, subject to official notice of issuance and evidence
of satisfactory distribution.
4.2.1 Company
Counsel Matters.
4.2.1.1 Opinion
of Counsel. On each of the Closing Date or the Option Closing Date, if any, the Representative shall have received the
favorable opinion of Kramer Levin Naftalis & Frankel LLP, counsel to the Company, dated as of the Closing Date, addressed to
the Representative as representative for the several Underwriters and in form mutually acceptable to the Company and the Representative.
4.2.1.2 Reliance.
In rendering such opinion, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the
United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified
in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of
other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact,
to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments
of various jurisdiction 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 Underwriters’ counsel if requested.
4.3.1 Cold
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 clause (iii) below) to the Representative from Marcum dated, respectively, as of the date of this Agreement and as of the
Closing Date and Option Closing Date, if any:
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(i) 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, 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;
(ii) Stating
that in their opinion the financial statements of the Company included in the Registration Statement and the Prospectus comply
as to form in all material respects with the applicable accounting requirements of the Act and the published Regulations thereunder;
(iii) Stating
that, on the basis of a limited 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 shareholders and board of directors and the various committees of the board of directors, consultations
with officers and other employees of the Company responsible for financial and accounting matters and other specified procedures
and inquiries, nothing has come to their attention which would lead them to believe that: (a) 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 or 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 shareholders’ equity of the Company as compared with amounts shown in the September 9, 2014 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 October 22, 2014 to a specified date immediately prior to the Effective Date or Closing Date, as
the case may be, there was 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 period from July 24, 2014 (Inception) to October 22, 2014 included in the Registration
Statement and the Prospectus, or, if there was any such change, setting forth the amount of such change;
(iv) Setting forth, at a date not later
than two days prior to the Effective Date, the amount of liabilities of the Company;
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(v) 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; and
(v) Statements
as to such other matters incident to the transaction contemplated hereby as the Representative may reasonably request.
4.4.1 Officers’
Certificates.
4.4.1.1 Officers’
Certificate. As of 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, Chief Executive Officer or President and the Secretary or Assistant
Secretary of the Company (in their capacities as such), 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 and that, as of Closing Date, the representations and warranties of the Company set forth in Section 2 hereof
are true and correct. In addition, the Representative will have received such other and further certificates of officers
of the Company as the Representative may reasonably request.
4.4.1.2 Secretary’s
Certificate. As of 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, respectively, certifying: (i) that
the Amended and Restated Certificate of Incorporation and Bylaws of the Company are true and complete, have not been modified and
are in full force and effect; (ii) that the resolutions relating to the Offering are in full force and effect and have not been
modified; (iii) all correspondence between the Company or its counsel and the Commission; (iv) all correspondence between the Company
or its counsel and 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.
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4.5.1 No
Material Changes. Prior to 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 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,
the Statutory Prospectus and Prospectus; (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened
against the Company or any Company Affiliate before or by any court or foreign, federal or state commission, board or other administrative
agency wherein an unfavorable decision, ruling or finding would be reasonably expected to materially adversely affect the business,
operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory
Prospectus and Prospectus; (iii) no stop order shall have been issued under the Act with respect to the Registration Statement
against the Company and no proceedings therefor shall have been initiated or 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 none of the Registration Statement, the Statutory Prospectus or the Prospectus,
or any amendment or supplement thereto shall contain any 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 case of the Statutory Prospectus and Prospectus,
in light of the circumstances under which they were made), not misleading.
4.6.1 Delivery
of Agreements. On the Effective Date, the Company shall have delivered to the Representative executed copies of the Trust Agreement,
the Subscription Agreements, the Escrow Agreement, the Services Agreement, the Rights Agreement, the Warrant Agreement, the Business
Combination Marketing Agreement, the Registration Rights Agreement and all of the Insider Letters. On the Closing Date, the Company
shall have delivered to the Representative the Representative’s Purchase Option.
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5. Indemnification.
5.1. Indemnification
of Underwriters.
5.1.1. General.
Subject to the conditions set forth below, the Company agrees to indemnify and hold harmless each of the Underwriters and each
dealer selected by the Representative that participates in the offer and sale of the Public Securities (each a “Selected
Dealer”) and each of their respective directors, officers, partners and employees and each person, if any, who controls
any such Underwriter or Selected Dealer (“Controlling Person”) within the meaning of Section 15 of the
Act or Section 20(a) of the Exchange Act, and its counsel, against any and all loss, liability, claim, damage and expense
whatsoever (including but not limited to any and all reasonable legal or other out-of-pocket expenses reasonably incurred in investigating,
preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, whether arising out of any
action between any of the Underwriters and the Company or between any of the Underwriters and any third party or otherwise) to
which they or any of them may become subject under the Act, the Exchange Act or any other foreign, federal, state or local statute,
law, rule, regulation or ordinance or at common law or otherwise or under the laws, rules and regulation of foreign countries,
arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in (i) any Preliminary
Prospectus, the Registration Statement, or the Prospectus (as from time to time each may be amended and supplemented); (ii) in
any post-effective amendment or amendments or any new registration statement and prospectus relating to any of the securities of
the Company described herein; or (iii) any application or other document or written communication (in this Section 5 collectively
called “application”) executed by the Company or based upon written information furnished by the Company in
any jurisdiction in order to qualify the Public Securities and the Representative’s Securities under the securities laws
thereof or filed with the Commission, any foreign or state securities commission or agency, NASDAQ, the NYSE MKT LLC, the OTC Bulletin
Board or any securities exchange; or the omission or alleged omission therefrom of a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, unless such
statement or omission was made in reliance upon and in conformity with written information furnished to the Company with respect
to an Underwriter by or on behalf of such Underwriter expressly for use in any Preliminary Prospectus, the Registration Statement,
the Prospectus or any amendment or supplement thereof, or in any application, as the case may be, which furnished written information,
it is expressly agreed, consists solely of the information described in the last sentence of Section 2.3.1. With respect
to any untrue statement or omission or alleged untrue statement or omission made in the Preliminary Prospectus, the indemnity agreement
contained in this paragraph shall not inure to the benefit of any Underwriter to the extent that any loss, liability, claim, damage
or expense of such Underwriter results from the fact that a copy of the Prospectus was not given or sent to the person asserting
any such loss, liability, claim or damage at or prior to the written confirmation of sale of the Public Securities to such person
as required by the Act and the Regulations, and if the untrue statement or omission has been corrected in the Prospectus, unless
such failure to deliver the Prospectus was a result of non-compliance by the Company with its obligations under Section 3.4 hereof.
The Company agrees promptly to notify the Representative of the commencement of any litigation or proceedings against the Company
or any of its officers, directors or controlling persons in connection with the issue and sale of the Public Securities or in connection
with the Preliminary Prospectus, the Registration Statement or the Prospectus.
5.1.2. Procedure.
If any action is brought against an Underwriter or controlling person in respect of which indemnity may be sought against the Company
pursuant to Section 5.1.1, such Underwriter shall promptly notify the Company in writing of the institution of such action
and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the reasonable
approval of such Underwriter) and payment of actual expenses. Such Underwriter or controlling person shall have the right
to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such
Underwriter or such controlling person unless: (i) the employment of such counsel at the expense of the Company shall have been
authorized in writing by the Company in connection with the defense of such action; (ii) the Company shall not have employed counsel
to have charge of the defense of such action; or (iii) counsel to such indemnified party or parties shall have reasonably concluded
that there may be defenses available to it or them which are different from or additional to those available to the Company (in
which case the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or parties),
in any of which events the reasonable fees and expenses of not more than one additional firm of attorneys selected by the Underwriter
and/or controlling person shall be borne by the Company. Notwithstanding anything to the contrary contained herein, if the
Underwriter or controlling person shall assume the defense of such action as provided above, the Company shall have the right to
approve the terms of any settlement of such action which approval shall not be unreasonably withheld.
EarlyBirdCapital, Inc.
[·], 2015
Page 34 of 46
5.2. Indemnification
of the Company. Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, its directors,
officers, and employees and agents who control the Company within the meaning of Section 15 of the Act or Section 20
of the Exchange Act, and its counsel, against any and all loss, liability, claim, damage and expense described in the foregoing
indemnity from the Company to the several Underwriters, as incurred, but only with respect to untrue statements or omissions, or
alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, the Prospectus or any amendment
or supplement thereto, or in any application, in reliance upon, and in strict conformity with, written information furnished to
the Company with respect to such Underwriter by or on behalf of the Underwriter expressly for use in such Registration Statement,
Preliminary Prospectus, the Prospectus or any amendment or supplement thereto or in any such application, which furnished written
information, it is expressly agreed, consists solely of the information described in the last sentence of Section 2.3.1.
In case any action shall be brought against the Company or any other person so indemnified based on any Preliminary Prospectus,
the Registration Statement, the Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity
may be sought against any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company
and each other person so indemnified shall have the rights and duties given to the several Underwriters by the provisions of Section 5.1.2.
5.3. Contribution.
5.3.1. Contribution
Rights. In order to provide for just and equitable contribution under the Act in any case in which (i) any person
entitled to indemnification under this Section 5 makes claim for indemnification pursuant hereto but it is judicially determined
(by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial
of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 5
provides for indemnification in such case, or (ii) contribution under the Act, the Exchange Act or otherwise may be required on
the part of any such person in circumstances for which indemnification is provided under this Section 5 but is unavailable,
then, and in each such case, the Company and the Underwriters shall contribute to the aggregate losses, liabilities, claims, damages
and expenses of the nature contemplated by said indemnity agreement incurred by the Company and the Underwriters, as incurred,
in such proportions that the Underwriters are responsible for that portion represented by the percentage that the underwriting
discount appearing on the cover page of the Prospectus bears to the initial offering price appearing thereon and the Company is
responsible for the balance; provided, that, no person guilty of a fraudulent misrepresentation (within the meaning of Section 11(f)
of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. Notwithstanding
the provisions of this Section 5.3.1, no Underwriter shall be required to contribute any amount in excess of the amount by
which the total price at which the Public Securities underwritten by it and distributed to the public were offered to the public
exceeds the amount of any damages that such Underwriter has otherwise been required to pay in respect of such losses, liabilities,
claims, damages and expenses. For purposes of this Section, each director, officer and employee of an Underwriter or the
Company, as applicable, and each person, if any, who controls an Underwriter or the Company, as applicable, within the meaning
of Section 15 of the Act shall have the same rights to contribution as the Underwriters or the Company, as applicable.
EarlyBirdCapital, Inc.
[·], 2015
Page 35 of 46
5.3.2. Contribution
Procedure. Within fifteen days after receipt by any party to this Agreement (or its representatives) of notice of the
commencement of any action, suit or proceeding, such party will, if a claim for contribution in respect thereof is to be made against
another party (“contributing party”), notify the contributing party of the commencement thereof, but the omission
to so notify the contributing party will not relieve it from any liability which it may have to any other party other than for
contribution hereunder unless such other party has been materially prejudiced thereby. In case any such action, suit or proceeding
is brought against any party, and such party notifies a contributing party or its representatives of the commencement thereof within
the aforesaid fifteen days, the contributing party will be entitled to participate therein with the notifying party and any other
contributing party similarly notified. Any such contributing party shall not be liable to any party seeking contribution
on account of any settlement of any claim, action or proceeding effected by such party seeking contribution on account of any settlement
of any claim, action or proceeding effected by such party seeking contribution without the written consent of such contributing
party. The contribution provisions contained in this Section are intended to supersede, to the extent permitted by law,
any right to contribution under the Act, the Exchange Act or otherwise available. The Underwriters’ obligations to
contribute pursuant to this Section 5.3 are several and not joint.
6. Default
by an Underwriter.
6.1. Default
Not Exceeding 10% of Firm Units. 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 does 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 3.12 and 5 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.
EarlyBirdCapital, Inc.
[·], 2015
Page 36 of 46
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. Trust
Account Waiver Acknowledgments.
7.1.1. The
Company hereby agrees that, prior to commencing its due diligence investigation of any Target Business or obtaining the services
of any vendor, it will use its best efforts to have such Target Business or vendor acknowledge in writing, whether through a letter
of intent, memorandum of understanding, agreement in principle 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 $40,800,000 for the benefit of the Public Stockholders and that, except
for 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 of the conversion of their shares of Common Stock upon consummation of a Business Combination
or amendment to the Company’s Amended and Restated Certificate of Incorporation relating to pre-Business Combination activity,
(ii) to the Public Stockholders in connection with the Company’s liquidation in the event the Company is unable to consummate
a Business Combination within the required time period or (iii) to the Company concurrently with, or after it consummates a Business
Combination, and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating
a Business Combination with it or (2) 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 of the Trust Account (“Claim”)
and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with
the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially
be in the form attached hereto as Exhibit A and B, respectively.
EarlyBirdCapital, Inc.
[·], 2015
Page 37 of 46
7.1.2. Each
of the Underwriters agrees that it does not have any Claim of any kind in or to any monies in the Trust Account 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.
7.2. Insider
Letters. The Company shall not take any action or omit to take any action which would cause a breach of any of the Insider
Letters executed between each Company Affiliate and the Representative and will not allow any amendments to, or waivers of, such
Insider Letters without the prior written consent of the Representative.
7.3. Tender
Offer, Proxy and Other Information. The Company shall provide the Representative with copies of all proxy or tender offer
documentation and other information and all related material sent to Public Stockholders in connection with a Business Combination.
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. Presentation
of Potential Target Businesses. The Company shall cause each of the Company Affiliates to agree that, in order to minimize
potential conflicts of interest which may arise from multiple affiliations, the Company Affiliates will present to the Company
for its consideration, prior to presentation to any other person or company, any suitable opportunity to acquire an operating business,
until the earlier of the consummation by the Company of a Business Combination or the liquidation of the Trust Account, subject
to any pre-existing fiduciary obligations the Company Affiliates might have.
7.6. Target
Net Assets. 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. 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 unaffiliated, independent investment banking firm, or another independent entity that
commonly renders valuation opinions on the type of Target Business the Company is seeking to acquire. The Company is not required
to obtain such 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.
EarlyBirdCapital, Inc.
[·], 2015
Page 38 of 46
8. Representations
and Agreements to Survive Delivery. Except as the context otherwise requires, all representations, warranties and agreements
contained in this Agreement shall be deemed to be representations, warranties and agreements at the Closing Date or Option Closing
Date, as applicable, and such representations, warranties and agreements of the Underwriters and Company, including the indemnity
agreements contained in Section 5 hereof, shall remain operative and in full force and effect regardless of any investigation
made by or on behalf of any Underwriter, the Company or any controlling person, and shall survive termination of this Agreement
or the issuance and delivery of the Public Securities to the several Underwriters until the earlier of the expiration of any applicable
statute of limitations and the seventh (7th) anniversary of the Closing Date, at which time the representations, warranties and
agreements shall terminate and be of no further force and effect.
9. Effective
Date of This Agreement and Termination Thereof.
9.1. Effective
Date. This Agreement shall become effective on the Effective Date at the time the Registration Statement is declared
effective by the Commission.
9.2. Termination.
The Representative shall have the right to terminate this Agreement at any time prior to any Closing Date: (i) if any domestic
or international event or act or occurrence has materially disrupted or, in the Representative’s sole 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 MKT, NASDAQ or on the OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum
or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum
ranges for prices for securities shall have been required on the OTC Bulletin Board or by order of the Commission or any other
government authority having jurisdiction, or (iii) if the United States shall have become involved in a war or an 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, accident, 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 shares of Common Stock, or (vii) if any of the Company’s representations,
warranties or covenants hereunder are breached, or (viii) if the Representative shall have become aware after the date hereof of
a Material Adverse Effect on 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 shares of Common Stock or to enforce contracts made by the Underwriters
for the sale of the shares of Common Stock.
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, the obligations of the Company to pay the out of pocket expenses related to the transactions
contemplated herein shall be governed by Section 3.12 hereof.
EarlyBirdCapital, Inc.
[·], 2015
Page 39 of 46
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 effected 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 by certified
mail (with return receipt), delivered by hand or reputable overnight courier, delivered by facsimile transmission (with printed
confirmation of receipt) and confirmed, or by electronic transmission via PDF and shall be deemed given when so mailed, delivered,
or faxed or transmitted (or if mailed, five days after such mailing):
If to the Representative:
EarlyBirdCapital, Inc.
366 Madison Avenue, 8th Floor
New York, NY 10017
Fax No.: (212) 661-4936
Attn: Steven Levine
Email: slevine@ebcap.com
With a copy (which shall not constitute
notice) to:
Graubard Miller
405 Lexington Avenue
New York, New York 10174
Fax No.: (212) 818-8881
Attn: David Alan Miller, Esq.
Email: dmiller@graubard.com
If to the Company, to:
Barington/Hilco Acquisition Corp.
888 Seventh Avenue, 17th
Floor
New York, New York 10019
Fax No.: [___________]
Attn: James A. Mitarotonda
EarlyBirdCapital, Inc.
[·], 2015
Page 40 of 46
Email:
With a copy (which shall not constitute
notice) to:
Kramer Levin Naftalis & Frankel
LLP
1177 Avenue of the Americas
New York, New York 10136
Fax No.: (212) 715-8277
Email:
10.2. Headings.
The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the
meaning or interpretation of any of the terms or provisions of this Agreement.
10.3. Amendment.
This Agreement may only be amended by a written instrument executed by each of the parties hereto.
10.4. Entire
Agreement. This Agreement (together with the other agreements and documents being delivered pursuant to or in connection
with this Agreement) constitute the entire agreement of the parties hereto with respect to the subject matter hereof and thereof,
and supersede all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.
10.5. Binding
Effect. This Agreement shall inure solely to the benefit of and shall be binding upon the Representative, the Underwriters,
the Company and the controlling persons, directors and officers referred to in Section 5 hereof, and their respective successors,
legal representatives and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy
or claim under or in respect of or by virtue of this Agreement or any provisions herein contained.
10.6. Governing
Law, Venue, etc. 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 conflict of laws. Each of the Company and the Underwriters hereby agrees that any action, proceeding
or claim against it arising out of, relating in any way to this Agreement shall be brought and enforced in the courts of the State
of New York of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction,
which jurisdiction shall be exclusive. Each of the Company and the Underwriters hereby waives any objection to such exclusive jurisdiction
and that such courts represent an inconvenient forum. Any such process or summons to be served upon the Company or any Underwriter
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 in any action, proceeding or claim. Each of the parties hereto agrees that the prevailing party(ies) in any such
action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating
to such action or proceeding and/or incurred in connection with the preparation therefor.
EarlyBirdCapital, Inc.
[·], 2015
Page 41 of 46
10.7. Execution
in Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate
counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same
agreement, and shall become effective when one or more counterparts has been signed by each of the parties hereto and delivered
to each of the other parties hereto. Delivery of a signed counterpart of this Agreement by fax or email/.pdf transmission shall
constitute valid and sufficient delivery thereof.
10.8. Waiver,
etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not
be deemed or construed to be a waiver of any such provision, nor to in any way 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.
10.9. No
Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection
with the offering of the Public Securities. The Company further acknowledges that the Underwriters are acting pursuant to a contractual
relationship created solely by this Agreement entered into on an arm's length basis and in no event do the parties intend that
the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person
in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Public
Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations
to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions,
and the Company hereby confirms its understanding and agreement to that effect. The Company and the Underwriters agree that they
are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or
views expressed by the Underwriters to the Company regarding such transactions, including but not limited to any opinions or views
with respect to the price or market for the Public 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.
EarlyBirdCapital, Inc.
[·], 2015
Page 42 of 46
[Signature Page Follows]
EarlyBirdCapital, Inc.
[·], 2015
Page 43 of 46
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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|
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Barington/Hilco Acquisition CORP. |
| |
|
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By: |
|
| |
|
Name: |
| |
|
Title: |
| Agreed to and accepted |
| as of the date first written above: |
| |
| EARLYBIRDCAPITAL, INC., as Representative of the several Underwriters |
| |
|
| By: |
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Name: |
|
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Title: |
|
[Signature Page to Underwriting Agreement,
dated [·], 2015]
SCHEDULE A
Barington/Hilco
Acquisition CORP.
4,000,000 Units
| Underwriter | |
Number of Firm Units
to be Purchased | |
| EarlyBirdCapital, Inc. | |
| | |
| Aegis Capital Corp. | |
| | |
| I-Bankers Securities, Inc. | |
| | |
| | |
| | |
| TOTAL | |
| 4,000,000 | |
EXHIBIT A
Form of Target Business Letter
Barington/Hilco Acquisition Corp.
888 Seventh Avenue, 17th Floor
New York, New York 10019
Attn: James A. Mitarotonda
Ladies and Gentlemen:
Reference is made to the Final Prospectus
of Barington/Hilco Acquisition Corp. (the “Company”), dated [·], 2015(the “Prospectus”).
Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Prospectus.
We have read the Prospectus
and understand that the Company has established the Trust Account, initially in an amount of at least $40,800,000, for the benefit
of the Public Stockholders and that, except for 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 of the conversion of their shares of Common Stock
upon consummation of a Business Combination or amendment to the Company’s Amended and Restated Certificate of Incorporation
relating to pre-Business Combination activity, (ii) to the Public Stockholders in connection with the Company’s liquidation
in the event the Company is unable to consummate a Business Combination within the required time period or (iii) to the Company
concurrently with, or after it consummates 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.
| |
|
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Print Name of Target Business |
| |
|
| |
|
| |
Authorized Signature of Target Business |
EXHIBIT B
Form of Vendor Letter
Barington/Hilco Acquisition Corp.
888 Seventh Avenue, 17th Floor
New York, New York 10019
Attn: James A. Mitarotonda
Ladies and Gentlemen:
Reference is made to the Final Prospectus
of Barington/Hilco Acquisition Corp. (the “Company”), dated [·], 2015(the “Prospectus”).
Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Prospectus.
We have read the Prospectus
and understand that the Company has established the Trust Account, initially in an amount of at least $40,800,000, for the benefit
of the Public Stockholders and that, except for 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 of the conversion of their shares of Common Stock
upon consummation of a Business Combination or amendment to the Company’s Amended and Restated Certificate of Incorporation
relating to pre-Business Combination activity, (ii) to the Public Stockholders in connection with the Company’s liquidation
in the event the Company is unable to consummate a Business Combination within the required time period or (iii) to the Company
concurrently with, or after it consummates a Business Combination.
For and in consideration
of the Company agreeing to use 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.
| |
|
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Print Name of Vendor |
| |
|
| |
|
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Authorized Signature of Vendor |
