Exhibit 1.1
UNDERWRITING AGREEMENT
between
CARTESIAN GROWTH CORPORATION
and
CANTOR FITZGERALD & CO.
Dated: [•], 2021
CARTESIAN GROWTH CORPORATION
UNDERWRITING AGREEMENT
New York, New York
[•], 2021
Cantor Fitzgerald & Co.
499 Park Avenue
New York, New York 10022
As Representative of the Underwriters
named on Schedule A hereto
Ladies and Gentlemen:
The undersigned, Cartesian Growth Corporation,
a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cantor Fitzgerald &
Co. (“Cantor Fitzgerald” or 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,”
provided that, if only Cantor Fitzgerald is listed on such Schedule A, any references to Underwriters shall
refer exclusively to Cantor Fitzgerald) as follows:
1. Purchase and Sale
of Securities.
1.1. Firm Securities.
1.1.1. Purchase of Firm Units.
On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth,
the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase
from the Company, severally and not jointly, an aggregate of 25,000,000 units (the “Firm Units”) of the Company,
as set forth opposite the respective names of the Underwriters on Schedule A hereto, at a purchase price
(net of discounts and commissions and the Deferred Underwriting Commission described in Section 1.3 below) of
$9.45 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering
price of $10.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share, $0.0001 par value, of the Company (“Ordinary
Share”), and one-third of one redeemable warrant (the “Warrants”). The Ordinary Shares and the Warrants
included in the Firm Units will trade separately on the fifty second (52nd) day following the date hereof (or if such
date is not a Business Day (as defined in Section 1.1.2), the following Business Day) unless the Representative determines
to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Ordinary Shares and
the Warrants included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange Commission
(the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s
receipt of the proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated
financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined
below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has issued a press release announcing
when such separate trading will begin. Each whole Warrant entitles its holder to purchase one Ordinary Share for $11.50 per share,
subject to adjustment, commencing on the later of twelve months from the Closing Date (defined below) and 30 days after the consummation
by the Company of a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination
with one or more entities (the “Business Combination”) and expiring on the five year anniversary of the consummation
by the Company of its initial Business Combination, or earlier upon redemption of the Ordinary Shares or liquidation of the Company.
1.1.2. Payment and Delivery.
Delivery and payment for the Firm Units shall be made at 10:00 a.m., New York City time, on the second (2nd) Business
Day (as defined below) following the commencement of trading of the Units, or at such earlier time as shall be agreed upon by the
Representative and the Company, at the offices of Ellenoff Grossman & Schole LLP, counsel to the Underwriters (“EG&S”),
or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment
for the Firm Units is called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date
by wire transfer in Federal (same day) funds, payable as follows: $250,000,000 of the proceeds received by the Company for the
Firm Units and the sale of the Placement Warrants (as defined in Section 1.4.2) shall be deposited in the trust account
(the “Trust Account”) established by the Company for the benefit of the Public Shareholders (as defined below),
as described in the Registration Statement (as defined in Section 2.1.1) pursuant to the terms of an Investment Management
Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company
(“CST”). The funds deposited in the Trust Account shall include an aggregate of $8,750,000 ($0.35 per Firm Unit),
payable to the Representative as Deferred Underwriting Commission, in accordance with Section 1.3 hereof. The
remaining proceeds (less commissions and actual expense payments or other fees payable pursuant to this Agreement), if any, shall
be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to
the Representative) representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”))
for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations
as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. If delivery is not
made through the facilities of DTC, the Company will permit the Representative to examine and package the Firm Units for delivery,
at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the
Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public
Shareholders” means the holders of Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket,
including the Sponsor (as defined below) and any officer or director of the Company, to the extent, he, she or it acquires such
Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” shall mean
any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by
law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by
law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or
any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority
so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are
generally are open for use by customers on such day.
1.2. Over-Allotment
Option.
1.2.1. Option Units. The Representative
is hereby granted an option (the “Over-allotment Option”) to purchase up to an additional 3,750,000 units (the
“Option Units”), the net proceeds of which will be deposited in the Trust Account, for the purposes of covering
any over-allotments in connection with the distribution and sale of the Firm Units. Such Option Units shall be identical in all
respects to the Firm Units. Such Option Units shall be purchased for each account of the several Underwriters in the same proportion
as the number of Firm Units, set forth opposite such Underwriter’s name on Schedule A hereto, bears to the total number of
Firm Units (subject to adjustment by the Representative to eliminate fractions). The Firm Units and the Option Units are hereinafter
collectively referred to as the “Units,” and the Units, the Ordinary Shares, the Warrants included in the Units,
and the Ordinary Shares issuable upon exercise of the Warrants are hereinafter referred to collectively as the “Public
Securities.” No Option Units shall be sold or delivered unless the Firm Units previously have been, or simultaneously
are, sold and delivered. The right to purchase the Option Units, or any portion thereof, may be exercised from time to time and
to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative to the Company.
The purchase price to be paid for each Option Unit will be the same price per Firm Unit set forth in Section 1.1.1 hereof.
1.2.2. Exercise of Option. The
Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all
(at any time) or any part (from time to time) of the Option Units within 45 days after the effective date (“Effective
Date”) of the Registration Statement (as defined in Section 2.1.1 hereof). The Underwriters will not
be under any obligation to purchase any Option Units prior to the exercise of the Over-allotment Option. The Over-allotment Option
granted hereby may be exercised by the giving of oral notice to the Company by the Representative, which must be confirmed in accordance
with Section 9.1 herein setting forth the number of Option Units to be purchased and the date and time for delivery
of and payment for the Option Units (the “Option Closing Date”), which will not be later than five (5) full
Business Days after the date of the notice or such other time and in such other manner as shall be agreed upon by the Company and
the Representative, at the offices of EG&S or at such other place (including remotely by facsimile or other electronic transmission)
as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Units does not occur
on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option, the
Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters
will become obligated to purchase, the number of Option Units specified in such notice.
1.2.3. Payment and Delivery.
Payment for the Option Units shall be made on the Option Closing Date by wire transfer in Federal (same day) funds, payable as
follows: $9.80 per Option Unit shall be deposited in the Trust Account pursuant to the Trust Agreement upon delivery to the Representative
of certificates (in form and substance satisfactory to the Representative) representing the Option Units (or through the facilities
of DTC) for the account of the Representative. The amount to be deposited in the Trust Account will include $0.35 per Option Unit
(up to $1,312,500), payable to the Representative, as Deferred Underwriting Commission, in accordance with Section 1.3 hereof.
The certificates representing the Option Units to be delivered will be in such denominations and registered in such names as the
Representative requests in writing not less than two full Business Days prior to the Closing Date or the Option Closing Date, as
the case may be, and will be made available to the Representative for inspection, checking and packaging at the aforesaid office
of the Company’s transfer agent or correspondent not less than one full Business Day prior to such Closing Date. The Company
shall not be obligated to sell or deliver the Option Units except upon tender of payment by the Representative for applicable Option
Units.
1.3. Deferred Underwriting Commission.
The Representative agrees that 3.5% of the gross proceeds from the sale of the Firm Units ($8,750,000) and 3.5% of the gross proceeds
from the sale of the Option Units (up to $1,312,500), if any (collectively, the “Deferred Underwriting Commission”),
will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative
for its own account upon consummation of the Company’s initial Business Combination. The Trust Agreement shall provide that
the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to
the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust
Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business
Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of
the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the
Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the
Trust Agreement, the Representative agrees that: (i) it shall forfeit any rights or claims to the Deferred Underwriting Commission,
including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit
in the Trust Account, shall be distributed on a pro-rata basis among the Public Stockholders. The Representative shall have the
right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions
relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters.
1.4. Private Placements.
1.4.1. Founder Shares. As a result of a transaction in December 2020, CGC Sponsor LLC,
a Cayman Islands limited liability company (the “Sponsor”), purchased 7,187,500 Class B ordinary shares, par
value $0.0001 per share (the “Founder Shares”), for $25,000 from the Company. In February 2021, the Sponsor
transferred 25,000 Founder Shares to each of Elias Diaz Sese, Bertrand Grabowski and Daniel Karp (together with the Sponsor, the
“Insiders”). No underwriting discounts, commissions or placement fees have been or will be payable in connection
with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold,
assigned or transferred by any of the Insiders until the earlier of: (i) one year following the completion of the Company’s
Business Combination and (ii) subsequent to the completion of the Company’s Business Combination, (x) if the closing
price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions,
share capitalizations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day
period commencing at least 150 days after the completion of the Company’s Business Combination, or (y) the date
on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public
Shareholders having the right to exchange its ordinary shares for cash, securities or other property. The holders of Founder Shares
shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company
fails to consummate a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to
the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit
such number of Founder Shares (up to 937,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of
the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment
Option.
1.4.2. Warrant Private Placement.
Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to the Purchase Agreement (as defined
in Section 2.21.2 hereof), 7,000,000 warrants (7,750,000 warrants if the over-allotment option is exercised in
full) which warrants are substantially identical to the Warrants subject to certain exceptions (collectively, the “Placement
Warrants”) at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration
under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase
from the Company pursuant to the Purchase Agreement, up to an additional 750,000 Placement Warrants, at a purchase price of $1.00
per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2)
of the Act. The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.”
None of the Placement Warrants (or underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or its permitted
transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement
Warrants shall be deposited into the Trust Account.
1.4.3. The Placement Warrants and Ordinary Shares issuable upon
exercise of the Placement Warrants are hereinafter referred to collectively as the “Placement Securities”. No
underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities.
The Placement Warrants are identical to the Warrants except that (i) the Placement Warrants will be non-redeemable by the Company
so long as they are held by the Sponsor or its permitted transferees, (ii) the Placement Warrants may be exercised on a cashless
basis so long as they are held by the initial purchasers or their permitted transferees and (ii) none of the Placement Securities
may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of the
Company’s initial Business Combination, except as specified in the Registration Statement. The Public Securities, the Placement
Securities, and the Founder Shares are hereinafter referred to collectively as the “Securities”.
1.5. Working Capital. Upon
consummation of the Offering and the Warrant Private Placement, it is intended that approximately $1,000,000 of the proceeds from
the Offering and the Warrant Private Placement will be released to the Company and held outside of the Trust Account to fund the
working capital requirements of the Company.
1.6. Interest Income. Prior
to the Company’s consummation of a Business Combination or the Company’s liquidation, interest earned on the Trust
Account may be released to the Company from the Trust Account in accordance with the terms of the Trust Agreement to pay any taxes
incurred by the Company and up to $100,000 for dissolution expenses, all as more fully described in the Prospectus (as defined
below).
2. Representations and Warranties of the Company.
The Company represents and warrants to the Underwriters as follows:
2.1. Filing of Registration
Statement.
2.1.1. Pursuant to the Act.
The Company has filed with the Commission a registration statement and an amendment or amendments thereto, on Form S-1 (File No.
333-252784), including any related preliminary prospectus (“Preliminary Prospectus”), including any prospectus
that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement, for the registration
of the Units, Ordinary Shares and Warrants 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 becomes effective (including the prospectus, financial
statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed
to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration
Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or,
if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule
430A of the Regulations, filed by the Company 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,
which was included in the Registration Statement filed on February 5, 2021, for distribution by the Underwriters (such Preliminary
Prospectus used most recently prior to the Time of Sale, the “Sale Preliminary Prospectus”). If the Company
files, 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 or an amendment to such Registration Statement (a “Rule 462(b) Registration Statement”),
then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include
such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon
filing, no other document with respect to the Registration Statement has been filed with the Commission. All of the Units, Ordinary
Shares and Warrants have been registered for public sale under the Act pursuant to the Registration Statement and, if any Rule
462(b) Registration Statement is filed, will be duly registered for public sale under the Act with the filing of such Rule 462(b)
Registration Statement. The Registration Statement has been declared effective by the Commission on the date hereof. If, subsequent
to the date of this Agreement, the Company or the Representative determines that at the Time of Sale, the Sale Preliminary Prospectus
includes an untrue statement of a material fact or omits a statement of material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading and the Company and the Representative agree to provide
an opportunity to purchasers of the Units to terminate their old purchase contracts and enter into new purchase contracts, then
the Sale Preliminary Prospectus will be deemed to include any additional information available to purchasers at the time of entry
into the first such new purchase contract.
2.1.2. Pursuant to the Exchange
Act. The Company has filed with the Commission a Registration Statement on Form 8-A (File Number 001-[ ]) providing for the
registration under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of the Units, the Ordinary
Shares and the Warrants. The registration of the Units, Ordinary Shares and Warrants under the Exchange Act has been declared effective
by the Commission on the date hereof and the Units, the Ordinary Shares and the Warrants have been registered pursuant to Section
12(b) of the Exchange Act.
2.1.3. No Stop Orders, Etc.
Neither the Commission nor, to the Company’s knowledge, assuming reasonable inquiry, any federal, state or other regulatory
authority has issued any order or threatened to issue any order preventing or suspending the use of the Registration Statement,
any Preliminary Prospectus, the Sale Preliminary Prospectus or Prospectus or any part thereof, or has instituted or, to the Company’s
knowledge, assuming reasonable inquiry, threatened to institute any proceedings with respect to such an order.
2.2. Disclosures in
Registration Statement.
2.2.1. 10b-5 Representation.
At the time of effectiveness of the Registration Statement (or at the time of any post-effective amendment to the Registration
Statement) and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement,
the Sale Preliminary Prospectus and the Prospectus do and will contain all material statements that are required to be stated therein
in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act
and the Regulations. The Registration Statement, as of the Effective Date, did not, and the amendments and supplements thereto,
as of their respective dates, will not contain any untrue statement of a material fact or omit to state any material fact required
to be stated therein, or necessary to make the statements therein, not misleading. The Prospectus, as of its date and the Closing
Date or the Option Closing Date, as the case may be, did not, and the amendments and supplements thereto, as of their respective
dates, will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not misleading. The Sale Preliminary Prospectus,
as of the Time of Sale (or such subsequent Time of Sale pursuant to Section 2.1.1), did not include any untrue statement
of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading. When any Preliminary Prospectus or the Sale Preliminary Prospectus was first filed
with the Commission (whether filed as part of the Registration Statement for the registration of the Public Securities or any amendment
thereto or pursuant to Rule 424(a) of the Regulations) and when any amendment thereof or supplement thereto was first filed with
the Commission, such Preliminary Prospectus or the Sale Preliminary Prospectus and any amendments thereof and supplements thereto
complied or will have been corrected in the Sale Preliminary Prospectus and the Prospectus to comply in all material respects with
the applicable provisions of the Act and the Regulations and did not and will not contain an untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading. The representation and warranty made in this Section 2.2.1 does
not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the
Company with respect to the Underwriters by the Representative expressly for use in the Registration Statement, the Sale Preliminary
Prospectus or the Prospectus or any amendment thereof or supplement thereto. The parties acknowledge and agree that such information
provided by or on behalf of the Underwriters consists solely of the following: the names of the Underwriters, the information with
respect to dealers’ concessions and reallowances contained in the second sentence of the tenth paragraph of the section entitled
“Underwriting”, the information with respect to short positions and stabilizing transactions contained in the section
entitled “Underwriting” and the identity of counsel to the Underwriters contained in the section entitled “Legal
Matters” (such information, collectively, the “Underwriters’ Information”).
2.2.2. Disclosure of Agreements.
The agreements and documents described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus conform
to the descriptions thereof contained therein in all material respects and there are no agreements or other documents required
to be described in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus or to be filed with the Commission
as exhibits to the Registration Statement, that have not been so described or filed. Each agreement or other instrument (however
characterized or described) to which the Company is a party or by which its property or business is or may be bound or affected
and (i) that is referred to in the Registration Statement, Sale Preliminary Prospectus or the Prospectus or attached as an exhibit
thereto, or (ii) that is material to the Company’s business, has been duly authorized and validly executed by the Company,
is in full force and effect and is enforceable against the Company and, to the Company’s knowledge, assuming reasonable inquiry,
the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency,
reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution
provision may be limited under the foreign, federal and state securities laws, and (z) that the remedy of specific performance
and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court
before which any proceeding therefor may be brought, and no such agreement or instrument has been assigned by the Company, and
neither the Company nor, to the Company’s knowledge, assuming reasonable inquiry, any other party is in breach or default
thereunder and, to the Company’s knowledge, assuming reasonable inquiry, no event has occurred that, with the lapse of time
or the giving of notice, or both, would constitute a breach or default thereunder. To the Company’s knowledge, assuming reasonable
inquiry, the performance by the Company of the material provisions of such agreements or instruments will not result in a violation
of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign,
having jurisdiction over the Company or any of its assets or businesses, including, without limitation, those relating to environmental
laws and regulations.
2.2.3. Prior Securities Transactions.
No securities of the Company have been sold by the Company or by or on behalf of, or for the benefit of, any person or persons
controlling, controlled by, or under common control with the Company since the date of the Company’s formation, except as
disclosed in the Registration Statement.
2.2.4. Regulations. The disclosures
in the Registration Statement, the Sale Preliminary Prospectus and Prospectus concerning the effects of federal, foreign, state
and local regulation on the Company’s business as currently contemplated are correct in all material respects and do not
omit to state a material fact necessary to make the statements therein, in the light of the circumstances in which they were made,
not misleading.
2.3. Changes After Dates
in Registration Statement.
2.3.1. No Material Adverse Change.
Since the respective dates as of which information is given in the Registration Statement, the Sale Preliminary Prospectus and
the Prospectus, except as otherwise specifically stated therein, (i) there has been no material adverse change in the condition,
financial or otherwise, or business prospects of the Company, (ii) there have been no material transactions entered into by the
Company, other than as contemplated pursuant to this Agreement, (iii) no member of the Company’s board of directors (the
“Board of Directors”) or management has resigned from any position with the Company and (iv) no event or occurrence
has taken place which materially impairs, or would likely materially impair, with the passage of time, the ability of the members
of the Board of Directors or management to act in their capacities with the Company as described in the Registration Statement,
the Sale Preliminary Prospectus and the Prospectus.
2.3.2. Recent Securities Transactions.
Subsequent to the respective dates as of which information is given in the Registration Statement, the Sale Preliminary Prospectus
and the Prospectus, and except as may otherwise be indicated or contemplated herein or therein, the Company has not (i) issued
any securities or incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) declared or paid any
dividend or made any other distribution on or in respect to its share capital.
2.4. Independent Accountants.
To the Company’s knowledge, Marcum LLP (“Marcum”), whose report is filed with the Commission as part of,
and is included in, the Registration Statement, the Sale Preliminary 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 currently registered
with the PCAOB. Marcum has not, during the periods covered by the financial statements included in the Registration Statement,
the Sale Preliminary Prospectus and the Prospectus, provided to the Company any non-audit services, as such term is used in Section
10A(g) of the Exchange Act.
2.5. Financial Statements;
Statistical Data.
2.5.1. Financial Statements.
The financial statements, including the notes thereto and supporting schedules (if any) included in the Registration Statement,
the Sale Preliminary Prospectus and the Prospectus fairly present the financial position, the results of operations and the cash
flows of the Company at the dates and for the periods to which they apply; such financial statements have been prepared in conformity
with United States generally accepted accounting principles (“GAAP”), consistently applied throughout the periods
involved; and the supporting schedules included in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus
present fairly the information required to be stated therein in conformity with the Regulations. No other financial statements
or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the Sale Preliminary
Prospectus or the Prospectus. The Registration Statement, the Sale Preliminary Prospectus and the Prospectus disclose all material
off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company
with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial
condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant
components of revenues or expenses. There are no pro forma or as adjusted financial statements that are required to be included
in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus in accordance with Regulation S-X or Form 10
that have not been included as required.
2.5.2. Statistical Data. The
statistical, industry-related and market-related data included in the Registration Statement, the Sale Preliminary Prospectus,
and/or the Prospectus are based on or derived from sources that the Company reasonably and in good faith believes are reliable
and accurate, and such data materially agree with the sources from which they are derived.
2.6. Authorized Capital; Options.
The Company had at the date or dates indicated in each of the Registration Statement, the Sale Preliminary Prospectus, and the
Prospectus, as the case may be, duly authorized, issued and outstanding capitalization as set forth in the Registration Statement,
the Sale Preliminary Prospectus, and the Prospectus. Based on the assumptions stated in the Registration Statement, the Sale Preliminary
Prospectus, and the Prospectus, the Company will have on the Closing Date or on the Option Closing Date, as the case may be, the
adjusted share capitalization set forth therein. Except as set forth in, or contemplated by the Registration Statement, the Sale
Preliminary Prospectus and the Prospectus, on the Effective Date and on the Closing Date or Option Closing Date, as the case may
be, there will be no options, warrants, or other rights to purchase or otherwise acquire any authorized but unissued Ordinary Shares
or any security convertible into Ordinary Shares, or any contracts or commitments to issue or sell Ordinary Shares or any such
options, warrants, rights or convertible securities.
2.7. Valid Issuance
of Securities.
2.7.1. Outstanding Securities.
All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been
duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with
respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was issued
in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the
Company. The authorized and outstanding securities of the Company conform in all material respects to all statements relating thereto
contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus. All offers and sales and any transfers
of the outstanding securities of the Company were at all relevant times either registered under the Act and the applicable state
securities or Blue Sky laws or, based in part on the representations and warranties of the purchasers of such securities, exempt
from such registration requirements.
2.7.2. Securities Sold Pursuant
to this Agreement. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in
accordance with this Agreement, will be validly issued, and the Ordinary Shares will be fully paid and non-assessable; the holders
thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and
will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted
by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities
has been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction
of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to
the descriptions thereof contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case
may be. When paid for and issued, the Warrants will constitute valid and binding obligations of the Company to issue and deliver
the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Warrants are
enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by
bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any
indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy
of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the
discretion of the court before which any proceeding therefor may be brought. The Ordinary Shares issuable upon exercise of the
Warrants have been reserved for issuance upon the exercise of the Warrants and upon payment of the consideration therefor, and
when issued and delivered in accordance with the terms thereof and the Warrant Agreement (as defined in Section 2.23)
such Ordinary Shares will be duly and validly authorized, validly issued and upon payment therefor, fully paid and non-assessable,
and the holders thereof are not and will not be subject to personal liability by reason of being such holders.
2.7.3. Placement Securities.
2.7.3.1. The Placement Securities have
been duly authorized and reserved for issuance and when issued and paid for in accordance with the Purchase Agreement (as defined
below), will be validly issued; the holders thereof are not and will not be subject to personal liability by reason of being such
holders; the Placement Securities are not and will not be subject to the preemptive rights of any holders of any security of the
Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization,
issuance and sale of the Placement Securities has been duly and validly taken. The Placement Warrants constitute valid and binding
obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the
terms thereof, and are, or will be, enforceable against the Company in accordance with their respective terms, except: (i) as such
enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally;
(ii) as enforceability of any indemnification or contribution provision may be limited under federal and state securities laws;
and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable
defenses and to the discretion of the court before which any proceeding therefor may be brought. The Ordinary Shares issuable upon
exercise of the Placement Warrants have been reserved for issuance and, when issued and delivered in accordance with the terms
of the Placement Warrants and the Warrant Agreement, such Ordinary Shares will be duly and validly authorized, validly issued and
upon payment therefor, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability
by reason of being such holders.
2.7.4. No Integration. Neither
the Company nor any of its affiliates has, prior to the date hereof, made any offer or sale of any securities which are required
to be or may be “integrated” pursuant to the Act or the Regulations with the Offering.
2.8. Registration Rights of Third
Parties. Except as set forth in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, no holders
of any securities of the Company or any rights exercisable for or convertible or exchangeable into securities of the Company have
the right to require the Company to register any such securities of the Company under the Act or to include any such securities
in a registration statement to be filed by the Company.
2.9. Validity and Binding Effect
of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23), the Trust Agreement,
the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4)
and the Purchase Agreement (as defined in Section 2.21.2) (collectively with this Agreement, the “Transaction Documents”)
have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements
of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may
be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) with respect
to this Agreement only, as enforceability of any indemnification or contribution provision may be limited under the foreign, federal
and state securities laws and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief
may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
2.10. No Conflicts, Etc. The
execution, delivery, and performance by the Company of the Transaction Documents, the consummation by the Company of the transactions
herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or
without the giving of notice or the lapse of time or both: (i) result in a 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 Memorandum and Articles of Association, as
amended, of the Company (the “Charter Documents”); or (iii) violate any existing applicable statute, law, rule,
regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company
or any of its properties, assets or business constituted as of the date hereof.
2.11. No Defaults; Violations.
No default or violation exists in the due performance and observance of any term, covenant or condition of any license, contract,
indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation
for borrowed money, or any other agreement or instrument to which the Company is a party or by which the Company may be bound or
to which any of the properties or assets of the Company is subject. The Company is not in violation of any term or provision of
its Charter Documents or in violation of any franchise, license, permit, applicable law, rule, regulation, judgment or decree of
any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or businesses.
2.12. Corporate Power;
Licenses; Consents.
2.12.1. Conduct of Business.
The Company has all requisite corporate power and authority, and has all necessary authorizations, approvals, orders, licenses,
certificates and permits of and from all governmental regulatory officials and bodies that it needs as of the date hereof to conduct
its business purpose as described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus. The disclosures
in the Registration Statement, the Sale Preliminary 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 the light of the circumstances under which they were made, not misleading. Since its formation, the Company has conducted no
business and has incurred no liabilities other than in connection with its formation and in furtherance of this Offering.
2.12.2. Transactions Contemplated
Herein. The Company has all requisite corporate power and authority to enter into the Transaction Documents and to carry out
the provisions and conditions hereof and thereof, and all consents, authorizations, approvals and orders required in connection
herewith and 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 Securities and the consummation
of the transactions and agreements contemplated by the Transaction Documents and as contemplated by the Registration Statement,
the Sale Preliminary Prospectus and the Prospectus, except with respect to applicable foreign, federal and state securities laws,
the rules of The Nasdaq Stock Market (“Nasdaq”) and the rules and regulations promulgated by the Financial Industry
Regulatory Authority, Inc. (“FINRA”).
2.13. D&O Questionnaires.
To the Company’s knowledge, assuming reasonable inquiry, all information contained in the questionnaires (“Questionnaires”)
completed by each of the Company’s officers, directors and shareholders (“Insiders”) and provided to the
Representative and its counsel and the biographies of the Insiders contained in the Registration Statement, Sale Preliminary Prospectus
and the Prospectus (to the extent a biography is contained) is true and correct and the Company has not become aware of any information
which would cause the information disclosed in the Questionnaires completed by each Insider to become inaccurate, incorrect or
incomplete.
2.14. Litigation; Governmental
Proceedings. There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation or governmental proceeding
pending, or to the Company’s knowledge, assuming reasonable inquiry, threatened against or involving the Company or, to the
Company’s knowledge, assuming reasonable inquiry, any Insider or any shareholder or member of an Insider that has not been
disclosed, that is required to be disclosed, in the Registration Statement, the Sale Preliminary Prospectus, the Prospectus or
the Questionnaires.
2.15. Good Standing. The Company
has been duly organized and is validly existing as a corporation and is in good standing under the laws of its jurisdiction of
incorporation. The Company is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction
in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to
qualify would not have a material adverse effect on the condition (financial or otherwise), earnings, assets, prospects, business,
operations or properties of the Company, whether or not arising from transactions in the ordinary course of business (a “Material
Adverse Effect”).
2.16. No Contemplation of a Business
Combination. The Company has not identified any Business Combination target (each a “Target Business”) and
it has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any Business Combination
target.
2.17. Transactions Requiring
Disclosure to FINRA.
2.17.1. Finder’s Fees.
Except as described in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus, there are no claims, payments,
arrangements, agreements or understandings relating to the payment of a finder’s, consulting or origination fee by the Company
or any Insider with respect to the sale of the Securities hereunder or any other arrangements, agreements or understandings of
the Company or to the Company’s knowledge, assuming reasonable inquiry, any Insider that may affect the Underwriters’
compensation, as determined by FINRA.
2.17.2. Payments Within 180 Days.
The Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s
fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company
persons who raised or provided capital to the Company; (ii) to the Company’s knowledge, any FINRA member; or (iii) any person
or entity that, to the Company’s knowledge, has any direct or indirect affiliation or association with any FINRA member,
within the 180-day period prior to the initial filing of the Registration Statement, other than the prior payments to the Representative
in connection with the Offering. The Company has not issued any warrants or other securities, or granted any options, directly
or indirectly, to anyone who is a potential underwriter in the Offering or a related person (as defined by FINRA rules) of such
an underwriter within the 180-day period prior to the initial filing date of the Registration Statement. No person to whom securities
of the Company have been privately issued within the 180-day period prior to the initial filing date of the Registration Statement
has any relationship or affiliation or association with any member of FINRA participating in the Offering. Except with respect
to the Representative in connection with the Offering, the Company has not entered into any agreement or arrangement (including,
without limitation, any consulting agreement or any other type of agreement) during the 180-day period prior to the initial filing
date of the Registration Statement with the Commission, which arrangement or agreement provides for the receipt of any item of
value and/or the transfer or issuance of any warrants, options, or other securities from the Company to a FINRA member, any person
associated with a member (as defined by FINRA rules), any potential underwriters in the Offering and/or any related persons.
2.17.3. FINRA Affiliation. Except
as disclosed in the FINRA Questionnaires provided to the Representative, to the Company’s knowledge, no officer or director
or any direct or indirect beneficial owner (including the Insiders) of any class of the Company’s unregistered securities
(whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) has any
direct or indirect affiliation or association with any FINRA member (as determined in accordance with the rules and regulations
of FINRA). The Company will advise the Representative and EG&S if it learns that any officer or director or any direct or indirect
beneficial owner (including the Insiders) is or becomes an affiliate or associated person of a FINRA member participating in the
Offering.
2.17.4. Share Ownership. Except
as disclosed in the FINRA Questionnaires provided to the Representative, to the Company’s knowledge, no officer or director
or any direct or indirect beneficial owner (including the Insiders) of any class of the Company’s unregistered securities
is an owner of shares or other securities of any member of FINRA participating in the Offering (other than securities purchased
on the open market).
2.17.5. Loans. To the Company’s
knowledge, no officer or director or any direct or indirect beneficial owner (including the Insiders) of any class of the Company’s
unregistered securities has made a subordinated loan to any member of FINRA participating in the Offering.
2.17.6. Proceeds of the Offering.
Except as described in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus, no proceeds from the sale
of the Public Securities (excluding underwriting compensation) or the Placement Warrants, will be paid to any FINRA member participating
in the Offering, or any persons associated or affiliated with a member of FINRA participating in the Offering, except as specifically
authorized herein.
2.17.7. Conflicts of Interest.
To the Company’s knowledge, assuming reasonable inquiry, no FINRA member intending to participate in the Offering has a conflict
of interest with the Company. For this purpose, a “conflict of interest” exists when a member of FINRA and/or
its associated persons, parent or affiliates in the aggregate beneficially own 10% or more of the Company’s outstanding subordinated
debt or common equity, or 10% or more of the Company’s preferred equity. “Members participating in the Offering”
include managing agents, syndicate group members and all dealers which are members of FINRA.
2.18. Taxes.
2.18.1. There are no transfer taxes or other
similar fees or charges under U.S. federal law or the laws of any U.S. state or any political subdivision of the United States,
or under the laws of any non-U.S. jurisdiction, required to be paid in connection with the execution and delivery of this Agreement
or the issuance or sale by the Company of the Public Securities.
2.18.2. The Company has filed all U.S. federal,
state and local, and non U.S., tax returns required to be filed with taxing authorities prior to the date hereof in a timely manner
or has duly obtained extensions of time for the filing thereof. The Company has paid all taxes shown as due on such returns that
were filed and has paid all taxes imposed on it and any other assessment, fine or penalty levied against it, to the extent that
any of the foregoing is due and payable. The Company has made appropriate provisions in the applicable financial statements referred
to in Section 2.5.1 above in respect of all federal, state, local and foreign income and franchise taxes for all
current or prior periods as to which the tax liability of the Company has not been finally determined.
2.19. Foreign Corrupt
Practices Act; Anti-Money Laundering; Patriot Act.
2.19.1. Foreign Corrupt Practices
Act. Neither the Company nor to the Company’s knowledge, assuming reasonable inquiry, any of the Insiders or any other
person acting on behalf of the Company has, directly or indirectly, given or agreed to give any money, gift or similar benefit
(other than legal price concessions to customers in the ordinary course of business) to any customer, supplier, employee or agent
of a customer or supplier, or official or employee of any governmental agency or instrumentality of any government (domestic or
foreign) or any political party or candidate for office (domestic or foreign) or other person who was, is, or may be in a position
to help or hinder the business of the Company (or assist it in connection with any actual or proposed transaction) that (i) might
subject the Company to any damage or penalty in any civil, criminal or governmental litigation or proceeding, (ii) if not given
in the past, might have had a Material Adverse Effect, or (iii) if not continued in the future, might adversely affect the assets,
business or operations of the Company. The Company has taken reasonable steps to ensure that its accounting controls and procedures
are sufficient to cause the Company to comply in all material respects with the Foreign Corrupt Practices Act of 1977, as amended.
2.19.2. Currency and Foreign Transactions
Reporting Act. The operations of the Company are and have been conducted at all times in compliance with (i) the requirements
of the U.S. Treasury Department Office of Foreign Asset Control and (ii) applicable financial recordkeeping and reporting requirements
of the Currency and Foreign Transaction Reporting Act of 1970, as amended, including the Money Laundering Control Act of 1986,
as amended, the rules and regulations thereunder and any related or similar money laundering statutes, rules, regulations or guidelines,
issued, administered or enforced by any Federal governmental agency (collectively, the “Money Laundering Laws”)
and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving
the Company with respect to the Money Laundering Laws is pending or, to the Company’s knowledge, threatened.
2.19.3. Patriot Act. Neither
the Company nor to the Company’s knowledge, assuming reasonable inquiry, any Insider has violated the Bank Secrecy Act of
1970, as amended, or Uniting and Strengthening of America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism
(USA PATRIOT) Act of 2001, and/or the rules and regulations promulgated under any such law, or any successor law.
2.20. Officers’ Certificate.
Any certificate signed by any duly authorized officer of the Company in connection with the Offering and delivered to the Representative
or to EG&S shall be deemed a representation and warranty by the Company to the Underwriters as to the matters covered thereby.
2.21. Agreements With
Insiders.
2.21.1. Insider Letter. The
Company has caused to be duly executed a legally binding and enforceable agreement (except (i) as such enforceability may be limited
by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of
any indemnification, contribution or non-compete provision may be limited under foreign, federal and state securities laws, and
(iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable
defenses and to the discretion of the court before which any proceeding therefor may be brought), a form of which is annexed as
an exhibit to the Registration Statement (the “Insider Letter”), pursuant to which each of the Insiders of the
Company agree to certain matters. The Insider Letter shall not be amended, modified or otherwise changed without the prior written
consent of the Representative, which consent shall not be unreasonably delayed, conditioned or withheld by the Representative.
2.21.2. Purchase Agreement.
The Sponsor has executed and delivered a Private Placement Warrants Purchase Agreement, the form of which is annexed as an exhibit
to the Registration Statement (the “Purchase Agreement”), pursuant to which the Sponsor will, among other things,
on the Closing Date and on the Option Closing Date, if any, consummate the purchase of and deliver the purchase price for the Placement
Warrants to be sold to the Sponsor described in Section 1.4.2. Pursuant to the Purchase Agreement, (i) the Sponsor
has 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 Placement Warrants, and (ii) certain proceeds from the sale of the Placement Warrants will be deposited by the Company in
the Trust Account in accordance with the terms of the Trust Agreement on the Closing Date and the Option Closing Date (if any)
as provided for in the Purchase Agreement.
2.21.3. Administrative Services.
The Company and the Sponsor have entered into an agreement (“Services Agreement”) substantially in the form
annexed as an exhibit to the Registration Statement pursuant to which an affiliate of the Sponsor will make available to the Company
general and administrative services including office space, utilities, secretarial and administrative support and to the Company
will reimburse the Sponsor for any out-of-pocket expenses related to identifying, investigating and completing a Business Combination
for $10,000 per month for 24 months.
2.21.4. Registration Rights Agreement.
The Company and the Sponsor have entered into a Registration and Shareholder Rights Agreement (“Registration Rights Agreement”)
substantially in the form annexed as an exhibit to the Registration Statement, whereby such parties will be entitled to certain
registration rights with respect to the securities they hold or may hold, as set forth in such Registration Rights Agreement and
described more fully in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus.
2.21.5. Loans. The Sponsor has
agreed to make loans to the Company in the aggregate amount of up to $250,000 (the “Insider Loans”) pursuant
to a promissory note 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 earlier of June 30, 2021 and the consummation of the Offering.
2.22. Investment Management Trust
Agreement. The Company has entered into the Trust Agreement with respect to certain proceeds of the Offering and the Warrant
Private Placement substantially in the form annexed as an exhibit to the Registration Statement.
2.23. Warrant Agreement. The
Company has entered into a warrant agreement with CST with respect to the Warrants underlying the Units, the Placement Warrants
and certain other warrants that may be issued by the Company substantially in the form filed as an exhibit to the Registration
Statement (“Warrant Agreement”).
2.24. No Existing Non-Competition
Agreements. No Insider is subject to any non-competition agreement or non-solicitation agreement with any employer or prior
employer which could materially affect his ability to be an employee, officer and/or director of the Company, except as disclosed
in the Registration Statement.
2.25. Investments. No more
than 45% of the “value” (as defined in Section 2(a)(41) of the Investment Company Act of 1940, as amended (“Investment
Company Act”)) of the Company’s total assets consist of, and no more than 45% of the Company’s net income
after taxes is derived from, securities other than “Government Securities” (as defined in Section 2(a)(16) of the Investment
Company Act) or money market funds meeting the conditions of Rule 2a-7 of the Investment Company Act.
2.26. Investment Company Act.
The Company is not required, and upon the issuance and sale of the Securities as herein contemplated and the application of the
net proceeds therefrom as described in the Sale Preliminary Prospectus and Prospectus will not be required, to register as an “investment
company” under the Investment Company Act.
2.27. Subsidiaries. The Company
does not own an interest in any corporation, partnership, limited liability company, joint venture, trust or other business entity.
2.28. Related Party Transactions.
No relationship, direct or indirect, exists between or among the Company, on the one hand, and any Insider, on the other hand,
which is required by the Act, the Exchange Act or the Regulations to be described in the Registration Statement, the Sale Preliminary
Prospectus and the Prospectus which is not so described as required. There are no outstanding loans, advances (except normal advances
for business expenses in the ordinary course of business), or guarantees of indebtedness by the Company to or for the benefit of
any of the officers or directors of the Company or any of their respective family members, except as disclosed in the Registration
Statement, the Sale Preliminary Prospectus and Prospectus. The Company has not extended or maintained credit, arranged for the
extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any director or officer of the
Company.
2.29. No Influence. The Company
has not offered, or caused the Underwriters to offer, the Firm Units to any person or entity with the intention of unlawfully influencing:
(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.
2.30. Sarbanes-Oxley. The Company
is or on the Closing Date will be, in material compliance with the provisions of the Sarbanes-Oxley Act of 2002, as amended (“Sarbanes-Oxley”),
and the rules and regulations promulgated thereunder and related or similar rules or regulations promulgated by any governmental
or self-regulatory entity or agency, that are applicable to it as of the date hereof.
2.31. Distribution of Offering
Material by the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Date and
the completion of the distribution of the Units, any offering material in connection with the offering and sale of the Units other
than the Sale Preliminary Prospectus and the Prospectus, in each case as supplemented and amended.
2.32. The Nasdaq Capital Market.
The Public Securities have been authorized for listing, subject to official notice of issuance and evidence of satisfactory distribution,
on Nasdaq and the Company knows of no reason or set of facts that is likely to adversely affect such authorization.
2.33. Board of Directors. As
of the Effective Date, the Board of Directors of the Company will be comprised of the persons set forth as “Directors”
or “Director nominees” under the heading of the Sale Preliminary Prospectus and the Prospectus captioned “Management.”
As of the Effective Date, the qualifications of the persons serving as board members and the overall composition of the board will
comply with Sarbanes-Oxley and the rules promulgated thereunder and the rules of Nasdaq that are, in each case, applicable to the
Company. As of the Effective Date, the Company will have an Audit Committee that satisfies the applicable requirements under Sarbanes-Oxley
and the rules promulgated thereunder and the rules of Nasdaq, subject to the permitted phase-in requirements under the rules of
Nasdaq.
2.34. Emerging Growth Company.
From its formation through the date hereof, the Company has been and is an “emerging growth company,” as defined in
Section 2(a) of the Act (an “Emerging Growth Company”).
2.35. Free-Writing Prospectus and
Testing-the-Waters. The Company has not made any offer relating to the Public Securities that would constitute an issuer free
writing prospectus, as defined in Rule 433 under the Act, or that would otherwise constitute a “free writing prospectus”
as defined in Rule 405. The Company: (a) has not engaged in any Testing-the-Waters Communication other than Testing-the-Waters
Communications with the consent of the Representative with entities that are qualified institutional buyers within the meaning
of Rule 144A under the Act or institutions that are accredited investors within the meaning of Rule 501 of Regulation D under the
Act and (b) has not authorized anyone to engage in Testing-the-Waters Communications other than its officers and the Representative
and individuals engaged by the Representative. The Company has not distributed any written Testing-the-Waters Communications other
than those listed on Schedule B hereto. “Testing-the-Waters Communication” means any oral or written communication
with potential investors undertaken in reliance on Section 5(d) of the Act.
2.36. No Fee Arrangements.
As of the date hereof, the Company has not entered into any agreement, written or oral, pursuant to which the Company will be obligated
to pay any Insider or an affiliate of any Insider a consulting, finder or success fees for assisting the Company in consummating
a Business Combination.
3. Covenants of the
Company. The Company covenants and agrees as follows:
3.1. Amendments to Registration
Statement. The Company will deliver to the Representative, prior to filing, any amendment or supplement to the Registration
Statement, any Preliminary Prospectus or the Prospectus proposed to be filed after the Effective Date and the Company shall not
file any such amendment or supplement to which the Representative reasonably objects in writing.
3.2. Federal Securities
Laws.
3.2.1. Compliance. During the
time when a Prospectus is required to be delivered under the Act, the Company will use its commercially 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 Securities in
accordance with the provisions hereof and the Sale Preliminary Prospectus and the Prospectus. If at any time when a Prospectus
relating to the Securities is required to be delivered under the Act, any event shall have occurred as a result of which, in the
opinion of counsel for the Company or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an
untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any
time to amend or supplement the Prospectus to comply with the Act, the Company will notify the Representative promptly and prepare
and file with the Commission, subject to Section 3.1 hereof, an appropriate amendment or supplement in accordance
with Section 10 of the Act.
3.2.2. Filing of Final Prospectus.
The Company will file the Prospectus (in form and substance satisfactory to the Underwriters) with the Commission pursuant to the
requirements of Rule 424 of the Regulations.
3.2.3. Exchange Act Registration.
The Company will use its commercially reasonable efforts to maintain the registration of the Public Securities under the provisions
of the Exchange Act (except in connection with a going-private transaction) for a period of five years from the Effective Date,
or until the Company is required to be liquidated or is acquired, if earlier, or, in the case of the Warrants, until the Warrants
expire and are no longer exercisable or have been exercised or redeemed in full. The Company will not deregister the Public Securities
under the Exchange Act (except in connection with a going private transaction after the completion of a Business Combination) without
the prior written consent of the Representative.
3.2.4. Exchange Act Filings.
From the Effective Date until the earlier of the Company’s initial Business Combination, or its liquidation and dissolution,
the Company shall timely file with the Commission via the Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”)
such statements and reports as are required to be filed by a company registered under Section 12(b) of the Exchange Act.
3.2.5. Sarbanes-Oxley Compliance.
As soon as it is legally required to do so, the Company shall take all actions necessary to obtain and thereafter maintain material
compliance with each applicable provision of Sarbanes-Oxley and the rules and regulations promulgated thereunder and related or
similar rules and regulations promulgated by any other governmental or self-regulatory entity or agency with jurisdiction over
the Company.
3.3. Free-Writing Prospectus.
The Company agrees that it will not make any offer relating to the Public Securities that would constitute an issuer free writing
prospectus, as defined in Rule 433 under the Act, or that would otherwise constitute a “free writing prospectus” as
defined in Rule 405, without the prior consent of the Underwriters.
3.4. Delivery to Underwriters of
Prospectuses. The Company will deliver to the Underwriters, without charge and from time to time during the period when the
Prospectus is required to be delivered under the Act or the Exchange Act, such number of copies of each Preliminary Prospectus
and the Prospectus as the Underwriters may reasonably request and, as soon as the Registration Statement or any amendment or supplement
thereto becomes effective, deliver to the Underwriters, upon their request, two manually executed Registration Statements, including
exhibits, and all post-effective amendments thereto and copies of all exhibits filed therewith or incorporated therein by reference
and all manually executed consents of certified experts.
3.5. Effectiveness and Events Requiring
Notice to the Representative. The Company will use its commercially reasonable efforts to cause the Registration Statement
to remain effective and will notify the Representative immediately and confirm the notice in writing: (i) of the effectiveness
of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or any post-effective amendment thereto or preventing or suspending the use of any
Preliminary Prospectus or the Prospectus or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of
the issuance by any foreign or state securities commission of any proceedings for the suspension of the qualification of the Public
Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose;
(iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus;
(v) of the receipt of any comments or request for any additional information from the Commission; and (vi) of the happening of
any event that, in the reasonable judgment of the Company, makes any statement of a material fact made in the Registration Statement
or the Prospectus untrue or that requires the making of any changes in the Registration Statement or the Prospectus in order to
make the statements therein, and in the light of the circumstances under which they were made, not misleading. If the Commission
or any foreign or state securities commission shall enter a stop order or suspend such qualification at any time, the Company will
make every reasonable effort to obtain promptly the lifting of such order.
3.6. Affiliated Transactions.
3.6.1. Business Combinations.
The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company,
or a committee of its independent and disinterested directors, obtains an opinion from an independent investment banking firm that
is a member of FINRA, or from an independent entity that commonly renders valuation opinions that the Business Combination is fair
to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors
(if there are any) approve such transaction.
3.6.2. Compensation to Insiders.
Except as disclosed in the Prospectus, the Company shall not pay any of the Insiders or any of their affiliates any fees or compensation
from the Company, for services rendered to the Company prior to, or in connection with, the consummation of a Business Combination.
3.7. Intentionally Omitted
3.8. Reports to the Representative.
For a period of five years from the Effective Date or until such earlier time upon which the Company is required to be liquidated
or is no longer required to file reports under the Exchange Act, the Company will furnish to the Representative and its counsel
copies of such financial statements and other periodic and special reports as the Company from time to time furnishes generally
to holders of any class of its securities, and promptly furnish to the Underwriters: (i) a copy of each periodic report the Company
shall be required to file with the Commission, (ii) a copy of every press release and every news item and article with respect
to the Company or its affairs that was released by the Company, (iii) a copy of each current Report on Form 8-K or Schedules 13D,
13G, 14D-1 or 13E-4 received or prepared by the Company, (iv) two (2) copies of each registration statement filed by the Company
with the Commission under the Act, and (v) such additional documents and information with respect to the Company and the affairs
of any future subsidiaries of the Company as the Representative may from time to time reasonably request; provided the Representative
shall sign, if requested by the Company, a Regulation FD compliant confidentiality agreement which is reasonably acceptable to
the Representative and its counsel in connection with the Representative’s receipt of such information. Documents filed or
furnished with the Commission pursuant to its EDGAR system shall be deemed to have been delivered to the Representative pursuant
to this Section.
3.9. Transfer Agent. For a
period of five years following the Effective Date or until such earlier time upon which the Company is required to be liquidated,
the Company shall retain a transfer agent and warrant agent acceptable to the Representative. CST is acceptable to the Underwriters.
3.10. Payment of Expenses.
The Company hereby agrees to pay all Company expenses incident to the performance of the obligations of the Company under this
Agreement, including but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation,
printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement,
the Preliminary Sale Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and
the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof
or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in
connection with conducting background checks of the Company’s management team, up to a maximum of $4,000 per person (in the
case of investigations and background checks in U.S. jurisdictions) or $5,000 (in the case of investigations and background checks
in non-US jurisdictions), (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Ordinary Shares and
the Warrants included in the Units, including any transfer or other taxes payable thereon, (v) filing fees incurred in registering
the Offering with FINRA and the reasonable fees of counsel of the Underwriters (not to exceed $25,000) in connection therewith,
(vi) fees, costs and expenses incurred in listing the Securities on Nasdaq or such other stock exchanges as the Company and the
Underwriters together determine, (vii) all fees and disbursements of the transfer and warrant agent, (viii) all of the Company’s
expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any
presentations made available by way of a net roadshow, including without limitation, trips for the Company’s management to
meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such
management; and (ix) 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 3.10. If the Offering is consummated, 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. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations
hereunder), then the Company shall reimburse the Representative in full for its reasonable and documented out-of-pocket accountable
expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel to the
Representative related to FINRA matters, subject to the limitations in clause (v) of this Section 3.10.
3.11. Application of Net Proceeds.
The Company will apply the net proceeds from the Offering and Warrant Private Placement received by it in a manner consistent with
the application described under the caption “Use of Proceeds” in the Prospectus.
3.12. Delivery of Earnings Statements
to Security Holders. The Company will make generally available to its security holders as soon as practicable an earnings statement
(which need not be certified by an independent registered public accounting firm 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.
3.13. Notice to FINRA.
3.13.1. Notice to FINRA. For
a period of sixty (60) days after the date of the Prospectus, in the event any person or entity (regardless of any FINRA affiliation
or association) is engaged, in writing, to assist the Company in its search for a Target Business or to provide any other services
in connection therewith, the Company will provide the following to FINRA and the Representative prior to the consummation of the
Business Combination: (i) complete details of all services and copies of agreements governing such services; and (ii) justification
as to why the person or entity providing the merger and acquisition services should not be considered an “underwriter and
related person” with respect to the Offering, as such term is defined in Rule 5110 of the FINRA Manual. The Company also
agrees that, if required by law, proper disclosure of such arrangement or potential arrangement will be made in the tender offer
documents or proxy statement which the Company will file with the Commission in connection with the Business Combination.
3.13.2. FINRA. The Company shall
advise the Representative (who shall make an appropriate filing with FINRA) if it is aware that any 10% or greater shareholder
of the Company becomes an affiliate or associated person of a FINRA member participating in the distribution of the Public Securities.
3.13.3. Broker/Dealer. In the
event the Company intends to register as a broker/dealer, merge with or acquire a registered broker/dealer, or otherwise become
a member of FINRA, it shall promptly notify FINRA.
3.14. Stabilization. The Company
shall not take, and shall direct its employees, directors or shareholders not to take, directly or indirectly, any action without
the consent of the Representative that is designed to or that has constituted or that might reasonably be expected to cause or
result in, under the Exchange Act, or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate
the sale or resale of the Units.
3.15. Existing Lock-Up Agreement.
The Company will use its best efforts to enforce all existing agreements between the Company and any of its security holders that
prohibit the sale, transfer, assignment, pledge or hypothecation of any of the Securities in connection with the Offering. In addition,
the Company will direct the Company’s transfer agent to place stop transfer restrictions upon any such Securities of the
Company that are bound by such existing “lock-up” agreements for the duration of the periods contemplated in such agreements.
3.16. Payment of Deferred Underwriting
Commission on Business Combination. Upon the consummation of the Company’s initial Business Combination, the Company
agrees that it will cause the Trustee to pay the Deferred Underwriting Commission directly from the Trust Account to the Representative,
in accordance with Section 1.3; provided that the Representative has complied with the provision set forth in Section
3.28. The Representative shall have no claim to payment of any interest earned on the portion of the proceeds held in the Trust
Account representing the Deferred Underwriting Commission.
3.17. Internal Controls. The
Company will maintain a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions
are executed in accordance with management’s general or specific authorization, (ii) transactions are recorded as necessary
in order to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, (iii)
access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded
accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect
to any differences.
3.18. Accountants. Until the
earlier of the consummation of the Company’s initial Business Combination or until such earlier time upon which the Company
is required to be liquidated, the Company shall retain Marcum or another independent registered public accounting firm reasonably
acceptable to the Representative.
3.19. Form 8-K. The Company
shall, on or prior to the date hereof, retain its independent registered public accounting firm to audit the balance sheet of the
Company as of the Closing Date (“Audited Financial Statements”) reflecting the receipt by the Company of the
proceeds of the Offering and the Warrant Private Placement. Within four (4) Business Days after the Closing Date, the Company shall
file a Current Report on Form 8-K with the Commission, which Report shall contain the Company’s Audited Financial Statements.
Promptly after the Option Closing Date, if the Over-allotment Option is exercised after the Closing Date, the Company shall file
with the Commission a Current Report on Form 8-K or an amendment to the Form 8-K to provide updated financial information to reflect
the exercise of such option.
3.20. Corporate Proceedings.
All corporate proceedings and other legal matters necessary to carry out the provisions of this Agreement and the transactions
contemplated hereby shall have been done to the reasonable satisfaction to EG&S.
3.21. Investment Company. The
Company shall cause the proceeds of the Offering to be held in the Trust Account to be invested only as provided for in the Trust
Agreement and disclosed in the Prospectus. The Company will otherwise conduct its business in a manner so that it will not become
subject to the Investment Company Act. Furthermore, once the Company consummates a Business Combination, it shall be engaged in
a business other than that of investing, reinvesting, owning, holding or trading securities.
3.22. Amendments to Charter Documents.
The Company covenants and agrees, that prior to its initial Business Combination it will not seek to amend or modify its Charter
Documents, except as set forth therein. The Company acknowledges that the purchasers of the Public Securities in the Offering shall
be deemed to be third party beneficiaries of this Agreement solely for purposes of this Section 3.22.
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. Notwithstanding the foregoing,
in no event shall the Company be prohibited from issuing any press releases or engaging in any other publicity required by law,
except that including the name of any Underwriter therein shall require the prior written consent of such Underwriter.
3.24. Insurance. The Company
will maintain directors’ and officers’ insurance (including, without limitation, insurance covering the Company, its
directors and officers for liabilities or losses arising in connection with this Offering, including, without limitation, liabilities
or losses arising under the Act, the Exchange Act, the Regulations and any applicable foreign securities laws).
3.25. Electronic Prospectus.
The Company shall cause to be prepared and delivered to the Underwriters, at the Company’s expense, promptly, but in no event
later than two (2) Business Days from the effective date of this Agreement, an Electronic Prospectus to be used by the Underwriters
in connection with the Offering. As used herein, the term “Electronic Prospectus” means a form of prospectus,
and any amendment or supplement thereto, that meets each of the following conditions: (i) it shall be encoded in an electronic
format, satisfactory to the Representative, that may be transmitted electronically by the Underwriters to offerees and purchasers
of the Units for at least the period during which a prospectus relating to the Units is required to be delivered under the Act;
(ii) it shall disclose the same information as the paper prospectus and prospectus filed pursuant to EDGAR, except to the extent
that graphic and image material cannot be disseminated electronically, in which case such graphic and image material shall be replaced
in the electronic prospectus with a fair and accurate narrative description or tabular representation of such material, as appropriate;
and (iii) it shall be in or convertible into a paper format or an electronic format, satisfactory to the Representative, that will
allow recipients thereof to store and have continuously ready access to the prospectus at any future time, without charge to such
recipients (other than any fee charged for subscription to the Internet as a whole and for on-line time).
3.26. Private Placement Proceeds.
On or prior to the Effective Date, the Sponsor shall have deposited the funds required to purchase the Placement Warrants into
the Sponsor’s bank account. On or prior to the Closing Date and each Option Closing Date, if any, the Company shall have caused
the applicable proceeds from the Warrant Private Placement to be deposited in the Trust Account pursuant to the terms of the Purchase
Agreement.
3.27. Future Financings. The
Company agrees that neither it, nor any successor or subsidiary of the Company, will consummate any public or private equity or
debt financing prior to the consummation of a Business Combination, unless all investors in such financing expressly waive, in
writing, any rights in or claims against the Trust Account.
3.28. Amendments to Certain Agreements.
The Company shall not amend, modify or otherwise change the Insider Letter and the Trust Agreement without the prior written consent
of the Representative, which such consent shall not be unreasonably delayed, conditioned or withheld by the Representative. The
Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and
the Representative with respect to the transfer of the funds held in the Trust Account from the Trust Account, prior to commencing
any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision
of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative.
3.29. Nasdaq. Until the consummation
of a Business Combination, the Company will use its commercially reasonable efforts to maintain the listing of the Public Securities
on Nasdaq or a national securities exchange acceptable to the Representative.
3.30. Reservation of Shares.
The Company will reserve and keep available that maximum number of its authorized but unissued securities which are issuable upon
exercise of the Warrants and Placement Warrants outstanding from time to time.
3.31. Notice of Disqualification
Events. The Company will notify the Underwriters in writing, prior to the Closing Date, of (i) any Disqualification Event relating
to any Company Covered Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating
to any Company Covered Person.
3.32. Disqualification of S-1.
Until the earlier of seven years from the date hereof or until the Warrants have either expired and are no longer exercisable or
have all been exercised or redeemed, the Company will not take any action or actions that prevent or disqualify the Company’s
use of Form S-1 (or other appropriate form) for the registration of the Ordinary Shares issuable upon exercise of the Warrants
under the Act.
4. Conditions of Underwriters’ Obligations.
The obligations of the Underwriters to purchase and pay for the Units, as provided herein, shall be subject to the continuing accuracy
of the representations and warranties of the Company as of the date hereof and as of each of the Closing Date and the Option Closing
Date, if any, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof and to the performance
by the Company of its obligations hereunder and to the following conditions:
4.1. Regulatory Matters.
4.1.1. Effectiveness of Registration
Statement. The Registration Statement shall have become effective not later than 4:00 p.m., New York time, on the date of this
Agreement or such later date and time as shall be consented to in writing by the Representative, and, at each of the Closing Date
and each Option Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and
no proceedings for the purpose shall have been instituted or shall be pending or contemplated by the Commission and any request
on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of EG&S.
4.1.2. FINRA Clearance. By the
Effective Date, the Underwriters shall have received clearance from FINRA as to the amount of compensation allowable or payable
to the Underwriters as described in the Registration Statement.
4.1.3. No Blue Sky Stop Orders.
No order suspending the sale of the Units in any jurisdiction designated by the Underwriters pursuant to Section 3.5 hereof
shall have been issued on each of the Closing Date or each Option Closing Date, and no proceedings for that purpose shall have
been instituted or, to the Company’s knowledge, shall be contemplated.
4.1.4. No Commission Stop Order.
At the Closing Date and each Option Closing Date, the Commission has not issued any order or threatened to issue any order preventing
or suspending the use of any Preliminary Prospectus, the Prospectus or any part thereof, and has not instituted or, to the Company’s
knowledge, assuming reasonable inquiry, threatened to institute any proceedings with respect to such an order.
4.1.5. Nasdaq. The Securities
shall have been approved for listing on Nasdaq, subject to official notice of issuance and evidence of satisfactory distribution,
satisfactory evidence of which shall have been provided to the Representative.
4.2. Company Counsel
Matters.
4.2.1. Closing Date and Option
Closing Date Opinions of Counsels. On the Closing Date and each Option Closing Date, if any, the Representative shall have
received the favorable opinions and negative assurance statements of each of Greenberg Traurig, P.A. and Maples and Calder, dated
the Closing Date or each Option Closing Date, as the case may be, addressed to the Representative as representative for the several
Underwriters and in form and substance satisfactory to the Representative and EG&S. On the Closing Date, the Representative
shall have received the favorable opinion and negative assurance statement of EG&S, dated the Closing Date, addressed to the
Representative as representative for the several Underwriters.
4.2.2. Reliance. In rendering
such opinions, such counsels may rely as to matters of fact, to the extent they deem proper, on certificates or other written statements
of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate
existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the
Representative’s counsel if requested.
4.3. Comfort Letter. At the
time this Agreement is executed, and at the Closing Date and Option Closing Date, if any, the Representative shall have received
a letter, addressed to the Representative as representative for the several Underwriters and in form and substance satisfactory
in all respects (including the non-material nature of the changes or decreases, if any, referred to in Section 4.3.3 below)
to the Representative, from Marcum dated, respectively, as of the date of this Agreement and as of the Closing Date and Option
Closing Date, if any:
4.3.1. Confirming that they are an independent
registered public accounting firm with respect to the Company within the meaning of the Act and the applicable Regulations and
that they have not, during the periods covered by the financial statements included in the Registration Statement, Preliminary
Prospectus, Sale Preliminary Prospectus and the Prospectus, provided to the Company any non-audit services, as such term is used
in Section 10A(g) of the Exchange Act;
4.3.2. Stating that in their opinion the
financial statements of the Company included in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus
comply as to form in all material respects with the applicable accounting requirements of the Act and the published Regulations
thereunder;
4.3.3. Stating that, on the basis of their
review, which included a reading of the latest available unaudited interim financial statements of the Company (with an indication
of the date of the latest available unaudited interim financial statements), a reading of the latest available minutes of the 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 that would lead them to believe that (a) the unaudited financial statements of the Company included in the Registration
Statement, the Sale Preliminary 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 Sale Preliminary
Prospectus and the Prospectus, or (b) at a date not later than five days prior to the Effective Date, Closing Date or Option Closing
Date, as the case may be, there was any change in the share capital or long-term debt of the Company, or any decrease in the shareholders’
equity of the Company as compared with amounts shown in the December 31, 2020 balance sheet included in the Registration Statement,
the Sale Preliminary Prospectus and the Prospectus, other than as set forth in or contemplated by the Registration Statement, the
Sale Preliminary Prospectus and the Prospectus or, if there was any decrease, setting forth the amount of such decrease, and (c)
during the period from December 31, 2020 to a specified date not later than five days prior to the Effective Date, Closing Date
or any Option Closing Date, as the case may be, there was any decrease in revenues, net earnings or net earnings per Ordinary Share,
in each case as compared with the corresponding period in the preceding year and as compared with the corresponding period in the
preceding quarter, other than as set forth in or contemplated by the Registration Statement the Sale Preliminary Prospectus and
the Prospectus, or, if there was any such decrease, setting forth the amount of such decrease;
4.3.4. Setting forth, at a date not later
than five days prior to the Effective Date, the amount of liabilities of the Company (including a break-down of commercial papers
and notes payable to banks);
4.3.5. Stating that they have compared specific
dollar amounts, numbers of shares, percentages of revenues and earnings, statements and other financial information pertaining
to the Company set forth in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus in each case to the
extent that such amounts, numbers, percentages, statements and information may be derived from the general accounting records,
including work sheets, of the Company and excluding any questions requiring an interpretation by legal counsel, with the results
obtained from the application of specified readings, inquiries and other appropriate procedures (which procedures do not constitute
an examination in accordance with generally accepted auditing standards) set forth in the letter and found them to be in agreement;
4.3.6. Stating that they have not, since
the Company’s incorporation, brought to the attention of the Company’s management any reportable condition related
to internal structure, design or operation as defined in the Statement on Auditing Standards No. 60 “Communication of Internal
Control Structure Related Matters Noted in an Audit,” in the Company’s internal controls; and
4.3.7. Statements as to such other matters
incident to the transaction contemplated hereby as the Representative or EG&S may reasonably request, including: (i) that Marcum
is registered with the Public Company Accounting Oversight Board; (ii) that Marcum has sufficient assets and insurance to pay for
any liability incurred by it relating to providing the letter; and (iii) that Marcum is not insolvent.
4.4. Officers’
Certificates.
4.4.1. Officers’ Certificate.
At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company
signed by the Chairman of the Board or the Chief Executive Officer and the Secretary or Assistant Secretary of the Company, or
any similar or equivalent officer of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date,
as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required
by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date,
as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date
and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company
set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other
and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
4.4.2. Secretary’s Certificate.
At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company
signed by the Secretary or Assistant Secretary of the Company, or any similar or equivalent officer of the Company, dated the Closing
Date or the Option Closing Date, as the case may be, respectively, certifying (i) that the Charter Documents are true and complete,
have not been modified and are in full force and effect, (ii) that the resolutions of the Company’s Board of Directors relating
to the public offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) as to the
accuracy and completeness of all correspondence between the Company or its counsel and the Commission, (iv) as to the accuracy
and completeness of all correspondence between the Company or its counsel and Nasdaq and (v) as to the incumbency of the officers
of the Company. The documents referred to in such certificate shall be attached to such certificate.
4.5. No Material Changes. Prior
to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or
development involving a prospective material adverse change in the condition or prospects or the business activities, financial
or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the
Prospectus, (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or
any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable
decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company,
except as set forth in the Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Act
and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, threatened
by the Commission, and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or
supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and
the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the
Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain
any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were made, not misleading.
4.6. Delivery of Agreements.
On the Effective Date, the Company shall have delivered to the Representative executed copies of the Transaction Documents and
all of the Insider Letters.
4.7. Private Placements. On
the Closing Date, the Warrant Private Placement shall have been completed in accordance with Section 3.26.
5. Indemnification
and Contribution.
5.1. Indemnification.
5.1.1. Indemnification of the Underwriters.
The Company agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective partners, members, directors,
officers, employees and agents, and each person, if any, who controls each Underwriter or any affiliate within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act as follows:
a. against any and all loss, liability, claim,
damage and expense whatsoever, as incurred, joint or several, arising out of or based upon any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omission or alleged omission
therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising
out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, Sale Preliminary
Prospectus, any Testing-the-Waters Communication or the Prospectus (or any amendment or supplement to the foregoing), or the omission
or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading;
b. against any and all loss, liability, claim,
damage and expense whatsoever, as incurred, joint or several, to the extent of the aggregate amount paid in settlement of any litigation,
or any investigation or proceeding by any governmental authority, commenced or threatened, or of any claim whatsoever based upon
any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section
5.1.4) any such settlement is effected with the written consent of the Company, which consent shall not unreasonably be delayed,
conditioned or withheld; and
c. against any and all expense whatsoever,
as incurred (including the fees and disbursements of counsel), reasonably incurred in investigating, preparing or defending against
any litigation, or any investigation or proceeding by any governmental authority, commenced or threatened, or any claim whatsoever
based upon any such untrue statement or omission, or any such alleged untrue statement or omission (whether or not a party), to
the extent that any such expense is not paid under (a) or (b) above;
provided, however, that the foregoing agreement shall not apply
to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue
statement or omission made solely in reliance upon and in conformity with the Underwriters’ Information.
5.1.2. Indemnification of the Company,
its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company,
and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the
Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability,
claim, damage and expense described in the indemnity contained in Section 5.1.1, as incurred, but only with respect
to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary
prospectus, the Sale Preliminary Prospectus, any Testing-the-Waters Communication or the Prospectus (or any amendment or supplement
to the foregoing), in reliance upon and in conformity with the Underwriters’ Information.
5.1.3. Notifications and Other Indemnification
Procedures. Any party that proposes to assert the right to be indemnified under this Section 5.1 will, promptly
after receipt of notice of commencement of any action against such party in respect of which a claim is to be made against an indemnifying
party or parties under this Section 5.1, notify each such indemnifying party of the commencement of such action, enclosing
a copy of all papers served, but the omission so to notify such indemnifying party will not relieve the indemnifying party from
(i) any liability that it might have to any indemnified party otherwise than under this Section 5.1 and (ii) any
liability that it may have to any indemnified party under the foregoing provision of this Section 5.1 unless,
and only to the extent that, such omission results in the forfeiture of substantive rights or defenses by the indemnifying party.
If any such action is brought against any indemnified party and it notifies the indemnifying party of its commencement, the indemnifying
party will be entitled to participate in and, to the extent that it elects by delivering written notice to the indemnified party
promptly after receiving notice of the commencement of the action from the indemnified party, jointly with any other indemnifying
party similarly notified, to assume the defense of, the action, with counsel reasonably satisfactory to the indemnified party,
and after notice from the indemnifying party to the indemnified party of its election to assume the defense, the indemnifying party
will not be liable to the indemnified party for any other legal expenses except as provided below and except for the reasonable
costs of investigation subsequently incurred by the indemnified party in connection with the defense. The indemnified party will
have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel will be at
the expense of such indemnified party unless (A) the employment of counsel by the indemnified party has been authorized in writing
by the indemnifying party, (B) the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal
defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying
party, (C) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified
party and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such action
on behalf of the indemnified party) or (D) the indemnifying party has not in fact employed counsel to assume the defense of such
action or counsel reasonably satisfactory to the indemnified party, in each case, within a reasonable time after receiving notice
of the commencement of the action; in each of which cases the reasonable fees, disbursements and other charges of counsel will
be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection
with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other
charges of more than one separate firm admitted to practice in such jurisdiction (plus local counsel) at any one time for all such
indemnified party or parties. All such fees, disbursements and other charges will be reimbursed by the indemnifying party promptly
as they are incurred. An indemnifying party will not, in any event, be liable for any settlement of any action or claim effected
without its written consent. No indemnifying party shall, without the prior written consent of each indemnified party, settle or
compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters
contemplated by this Section 5 (whether or not any indemnified party is a party thereto), unless such settlement,
compromise or consent (x) includes an express and unconditional release of each indemnified party, in form and substance reasonably
satisfactory to such indemnified party, from all liability arising out of such litigation, investigation, proceeding or claim and
(y) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified
party.
5.1.4. Settlement Without Consent
if Failure to Reimburse. If an indemnified party shall have requested an indemnifying party to reimburse the indemnified party
for reasonable fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature
contemplated by Section 5.1.1(b) effected without its written consent if (i) such settlement is entered into more
than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received
notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying
party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
5.2. Contribution. In order
to provide for just and equitable contribution in circumstances in which the indemnification provided for in the foregoing paragraphs
of Section 5.1 is applicable in accordance with its terms but for any reason is held to be unavailable or insufficient
from the Company or the Underwriters, the Company and the Underwriters will contribute to the total losses, claims, liabilities,
expenses and damages (including any investigative, legal and other expenses reasonably incurred in connection with, and any amount
paid in settlement of, any action, suit or proceeding or any claim asserted) to which any indemnified party may be subject in such
proportion as shall be appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters
on the other hand. The relative benefits received by the Company on the one hand and the Underwriters on the other hand shall be
deemed to be in the same proportion as the total net proceeds from the sale of the Public Securities (before deducting expenses)
received by the Company bear to the total compensation received by the Underwriters (before deducting expenses) from the sale of
Units on behalf of the Company. If, but only if, the allocation provided by the foregoing sentence is not permitted by applicable
law, the allocation of contribution shall be made in such proportion as is appropriate to reflect not only the relative benefits
referred to in the foregoing sentence but also the relative fault of the Company, on the one hand, and the Underwriters, on the
other hand, with respect to the statements or omission that resulted in such loss, claim, liability, expense or damage, or action
in respect thereof, as well as any other relevant equitable considerations with respect to such offering. Such relative fault shall
be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission
or alleged omission to state a material fact relates to information supplied by the Company or the Underwriters, the intent of
the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission.
The Company and the Underwriters agree that it would not be just and equitable if contributions pursuant to this Section
5.2 were to be determined by pro rata allocation or by any other method of allocation that does not take into account
the equitable considerations referred to herein. The amount paid or payable by an indemnified party as a result of the loss, claim,
liability, expense or damage, or action in respect thereof, referred to above in this Section 5.2 shall be deemed
to include, for the purpose of this Section 5.2, any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim to the extent consistent with Section 5.1.3.
Notwithstanding the foregoing provisions of Section 5.1 and this Section 5.2, each Underwriter shall
not be required to contribute any amount in excess of the commissions actually received by it under this Agreement and no person
found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution
from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 5.2, any person
who controls a party to this Agreement within the meaning of the Securities Act, any affiliates of the respective Underwriters
and any officers, directors, partners, employees or agents of the Underwriters or their respective affiliates, will have the same
rights to contribution as that party, and each director of the Company and each officer of the Company who signed the Registration
Statement will have the same rights to contribution as the Company, subject in each case to the provisions hereof. Any party entitled
to contribution, promptly after receipt of notice of commencement of any action against such party in respect of which a claim
for contribution may be made under this Section 5.2, will notify any such party or parties from whom contribution may
be sought, but the omission to so notify will not relieve that party or parties from whom contribution may be sought from any other
obligation it or they may have under this Section 5.2 except to the extent that the failure to so notify such
other party materially prejudiced the substantive rights or defenses of the party from whom contribution is sought. Except for
a settlement entered into pursuant to the last sentence of Section 5.1.3, no party will be liable for contribution
with respect to any action or claim settled without its written consent if such consent is required pursuant to Section
5.1.3.
6. Default by an Underwriter.
6.1. Default Not Exceeding 10%
of Firm Units. If any Underwriter or Underwriters shall default in its or their obligations to purchase the Firm Units and
if the number of the Firm Units with respect to which such default relates does not exceed in the aggregate 10% of the number of
Firm Units that all Underwriters have agreed to purchase hereunder, then such Firm Units to which the default relates shall be
purchased by the non-defaulting Underwriters in proportion to their respective commitments hereunder.
6.2. Default Exceeding 10% of Firm
Units. In the event that the default addressed in Section 6.1 above relates to more than 10% of the Firm Units,
the Representative may, in its discretion, arrange for it or for another party or parties satisfactory to the Company 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
3.10, 5, and 9.3 hereof) or the several Underwriters (except as provided in Section 5 hereof); provided that
nothing herein shall relieve a defaulting Underwriter of its liability, if any, to the other several Underwriters and to the Company
for damages occasioned by its default hereunder.
6.3. Postponement of Closing Date.
In the event that the Firm Units to which the default relates are to be purchased by the non-defaulting Underwriters, or are to
be purchased by another party or parties as aforesaid, the Representative or the Company shall have the right to postpone the Closing
Date for a reasonable period, but not in any event exceeding five (5) Business Days, in order to effect whatever changes may thereby
be made necessary in the Registration Statement and/or the Prospectus, as the case may be, or in any other documents and arrangements,
and the Company agrees to file promptly any amendment to, or to supplement, the Registration Statement and/or the Prospectus, as
the case may be, that in the reasonable opinion of counsel for the Underwriters may thereby be made necessary. The term “Underwriter”
as used in this Agreement shall include any party substituted under this Section 6 with like effect as if
it had originally been a party to this Agreement with respect to such securities.
7. Additional Covenants.
7.1. Additional Shares or Options.
The Company hereby agrees that until the consummation of a Business Combination, it shall not issue any Ordinary Shares or any
options or other securities convertible into Ordinary Shares, or any preferred shares or other securities of the Company which
participate in any manner in the Trust Account or which vote as a class with the Ordinary Shares on a Business Combination.
7.2. Trust Account Waiver Acknowledgments.
The Company hereby agrees that it will use its reasonable best efforts prior to commencing its due diligence investigation of any
prospective Target Business or obtaining the services of any vendor to have such Target Business and/or vendor acknowledge in writing
whether through a letter of intent, memorandum of understanding 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 $250,000,000 (without giving effect to any exercise of the Over-allotment
Option) for the benefit of the Public Shareholders and that, except for a portion of the interest earned on the amounts held in
the Trust Account, the Company may disburse monies from the Trust Account only (i) to the Public Shareholders in the event they
elect to redeem Ordinary Shares contained in the Public Securities in connection with the consummation of a Business Combination,
(ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the time period set forth in the
Charter Documents, or (iii) to the Company after or concurrently with the consummation of a Business Combination and (b) for and
in consideration of the Company (i) agreeing to evaluate such Target Business for purposes of consummating a Business Combination
with it or (ii) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it
does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (“Claim”)
and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with
the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially
be in the form attached hereto as Exhibits A and B, respectively. The Company may forego obtaining
such waivers only if the Company shall have received the approval of its Chief Executive Officer and the approving vote of at least
a majority of its Board of Directors.
7.3. Insider Letters. The Company
shall not take any action or omit to take any action which would cause a breach of the Insider Letter and will not allow any amendments
to, or waivers of, such Insider Letter without the prior written consent of the Representative, which consent shall not be unreasonably
delayed, conditioned or withheld by the Representative.
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 commercially reasonable efforts to prevent any of the Company’s
outstanding securities from being deemed to be a “penny stock” as defined in Rule 3a-51-1 under the Exchange Act during
such period.
7.5. Tender Offer Documents, Proxy
Materials and Other Information. The Company shall provide to the Representative or its counsel (if so instructed by the Representative)
with 10 copies of all tender offer documents or proxy information and all related material filed with the Commission in connection
with a Business Combination concurrently with such filing with the Commission. Documents filed with the Commission pursuant to
its EDGAR system shall be deemed to have been provided to the Representative pursuant to this Section. In addition, the Company
shall furnish any other state in which its initial public offering was registered, such information as may be requested by such
state.
7.6. Emerging Growth Company.
The Company shall promptly notify the Representative if the Company ceases to be an Emerging Growth Company at any time prior to
the completion of the distribution of the Securities within the meaning of the Act.
7.7. Target 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 (excluding
taxes payable and the Deferred Underwriting Commissions). The fair market value of such business must be determined by the Board
of Directors of the Company based upon standards generally accepted by the financial community, such as actual and potential sales,
earnings, cash flow and book value. If the Board of Directors of the Company is not able to independently determine that the target
business meets such fair market value requirement, the Company will obtain an opinion from an independent investment banking firm
or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. The Company
is not required to obtain an opinion as to the fair market value if the Company’s Board of Directors independently determines
that the Target Business does have sufficient fair market value, provided that the Target Business is not affiliated with an Insider.
7.8. Representations and Agreements
to Survive Delivery. Except as the context otherwise requires, all representations, warranties and agreements contained in
this Agreement shall be deemed to be representations, warranties and agreements as of the Closing Date or the Option Closing Date,
if any, and such representations, warranties and agreements of the Underwriters and the Company, including the indemnity agreements
contained in Section 5 hereof, shall remain operative and in full force and effect regardless of any investigation
made by or on behalf of the Underwriters, the Company or any controlling person, and shall survive termination of this Agreement
or the issuance and delivery of the Public Securities to the Underwriters until the earlier of the expiration of any applicable
statute of limitations and the seventh (7th) anniversary of the later of the Closing Date or the Option Closing Date, if any, at
which time the representations, warranties and agreements shall terminate and be of no further force and effect.
7.9. Charter Documents. The
Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of any of
its Charter Documents.
8. Effective Date of
This Agreement and Termination Thereof.
8.1. Effective Date. This Agreement
shall become effective on the Effective Date at the time the Registration Statement is declared effective by the Commission.
8.2. Termination. The Representative
shall have the right to terminate this Agreement at any time prior to the Closing Date by notice given to the Company, (i) if any
domestic or international event or act or occurrence has materially disrupted, or in the Representative’s opinion will in
the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on the NYSE, the NYSE
American, The Nasdaq Global Select Market, The Nasdaq Global Market, or The Nasdaq Capital Market or quoted on the OTCBB shall
have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities
shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA or by order of the Commission
or any other government authority having jurisdiction, or (iii) if the United States shall have become involved in a new war or
an increase in existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal authority,
or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities
market, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage
or other calamity (including, without limitation, a calamity relating to a public health matter or natural disaster) or malicious
act which, whether or not such loss shall have been insured, will, in the Representative’s sole opinion, make it inadvisable
to proceed with the delivery of the Units, or (vii) if the Company is in material breach of any of its representations, warranties
or covenants hereunder, or (viii) if the Representative shall have become aware after the date hereof of such a material adverse
change in the conditions of the Company, or such adverse material change in general market conditions, including without limitation,
as a result of terrorist activities or any other calamity (including, without limitation, a calamity relating to a public health
matter or natural disaster) or crisis either within or outside the United States after the date hereof, or an increase in any of
the foregoing, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or
delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public Securities.
8.3. Expenses. In the event
that this Agreement shall not be carried out for any reason other than solely because of the termination of this Agreement pursuant
to Section 6 hereof, within the time specified herein or any extensions thereof pursuant to the terms herein,
(i) the obligations of the Company to pay the out of pocket expenses related to the transactions contemplated herein shall be governed
by Section 3.10 hereof and (ii) the Company shall reimburse the Representative for any costs and expenses incurred
in connection with enforcing any provisions of this Agreement.
8.4. Indemnification. Notwithstanding
any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or
not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way affected by such
election or termination or failure to carry out the terms of this Agreement or any part hereof.
9. Miscellaneous.
9.1. Notices. All communications
hereunder, except as herein otherwise specifically provided, shall be in writing and shall be mailed, delivered by hand or reputable
overnight courier or delivered by facsimile or electronic transmission (with printed confirmation of receipt) and confirmed and
shall be deemed given when so mailed, delivered or faxed or if mailed, two days after such mailing.
If to the Representative:
Cantor Fitzgerald & Co.
499 Park Avenue
New York, New York 10022
Attn: General Counsel
Facsimile: (212) 829-4708
Email: #Legal-IBD@cantor.com
Copy (which copy shall not constitute notice) to:
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, New York 10105
Attn: Stuart Neuhauser, Esq.
Facsimile: (212) 370-7889
Email: sneuhauser@egsllp.com
If to the Company:
Cartesian Growth Corporation
505 Fifth Avenue, 15th Floor
New York, NY 10017
Attn: Peter Yu
Email: peter@cartesiangrowth.com
Copy (which copy shall not constitute notice) to:
Greenberg Traurig, P.A.
333 S.E. 2nd Avenue
Miami, FL 33131
Attn: Alan I. Annex, Esq. and Adam Namoury, Esq.
Email: annexa@gtlaw.com and namourya@gtlaw.com
9.2. 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.
9.3. Amendment. This Agreement
may only be amended by a written instrument executed by each of the parties hereto.
9.4. 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.
9.5. 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, agents, partners, members, employees and officers referred to in Section 5 hereof, and their
respective successors, legal representatives and assigns, and no other person shall have or be construed to have any legal or equitable
right, remedy or claim under or in respect of or by virtue of this Agreement or any provisions herein contained, except as provided
in Section 3.22. The term “successors and assigns” shall not include a purchaser, in its capacity as such,
of securities from the Underwriters.
9.6. Waiver of Immunity. To
the extent that the Company may be entitled in any jurisdiction in which judicial proceedings may at any time be commenced hereunder,
to claim for itself or its revenues or assets any immunity, including sovereign immunity, from suit, jurisdiction, attachment in
aid of execution of a judgment or prior to a judgment, execution of a judgment or any other legal process with respect to its obligations
hereunder and to the extent that in any such jurisdiction there may be attributed to the Company such an immunity (whether or not
claimed), the Company hereby irrevocably agrees not to claim and irrevocably waives such immunity to the maximum extent permitted
by law.
9.7. Submission to Jurisdiction.
Each of the Company and the Representative irrevocably submit to the exclusive jurisdiction of any New York State or United States
Federal court sitting in The City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating
to this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering of the Securities.
Each of the Company and the Representative irrevocably waives, to the fullest extent permitted by law, any objection that they
may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that
any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons
to be served upon the Company or the Representative may be served by transmitting a copy thereof by registered or certified mail,
return receipt requested, postage prepaid, addressed to it at the address set forth in Section 9.1 hereof. Such
mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative in any action, proceeding
or claim. Each of the Company and the Representative waives, to the fullest extent permitted by law, any other requirements of
or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement
may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover
all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with
the preparation therefor if any of them are the prevailing party in such action or proceeding. EACH PARTY HEREBY IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
9.8. Governing Law. This Agreement
shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to
conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
9.9. Execution in Counterparts.
This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each
of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement, and shall
become effective when one or more counterparts has been signed by each of the parties hereto and delivered to each of the other
parties hereto. Delivery of a signed counterpart of this Agreement by facsimile or email/pdf transmission shall constitute valid
and sufficient delivery thereof.
9.10. Waiver. The failure of
any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be
a waiver of any such provision, nor to in any way affect the validity of this Agreement or any provision hereof or the right of
any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance
or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed
by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance
or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.
9.11. No Fiduciary Relationship.
The Company acknowledges and agrees that (i) the purchase and sale of the Units pursuant to this Agreement is an arm’s-length
commercial transaction pursuant to a contractual relationship between the Company and the Underwriters, (ii) in connection therewith
and with the process leading to such transaction, each Underwriter is acting solely as a principal and not the agent or fiduciary
of the Company, (iii) the Underwriters have not assumed an advisory or fiduciary responsibility in favor of the Company with respect
to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have advised or are
currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth
in this Agreement, (iv) in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company,
its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake
or have undertaken in furtherance of this offering of the Company’s securities, either before or after the date hereof and
(v) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Underwriters hereby
expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated
by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement
to that effect. The Company agrees that it will not claim that the Underwriters have rendered advisory services of any nature or
respect, or owe a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.
The Company and the Underwriters agree that they are each responsible for making their own independent judgment with respect to
any such transactions, and that any opinions or views expressed by the Underwriters to the Company regarding such transactions,
including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not
constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by
law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary
or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to
such transactions.
[Remainder of page intentionally left
blank]
If the foregoing correctly sets forth the understanding between
the Representative and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall
constitute a binding agreement between us.
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Very truly yours, |
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| CARTESIAN GROWTH CORPORATION |
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Accepted on the date first
above written.
| CANTOR FITZGERALD & CO., as Representative of the several underwriters |
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[Signature page to Underwriting Agreement,
dated [•], 2021]
SCHEDULE A
CARTESIAN
GROWTH CORPORATION
25,000,000 Units
| Underwriters | |
Number of
Firm Units
to be
Purchased | |
| Cantor Fitzgerald & Co. | |
| |
| | |
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| Total | |
| 25,000,000 | |
SCHEDULE B
[None.]
[Permitted Exempt Written Communications
Pre-Marketing Presentation, dated [•], 2021]
EXHIBIT A
FORM OF TARGET BUSINESS LETTER
CARTESIAN GROWTH CORPORATION
Gentlemen:
Reference is made to the Final Prospectus
of Cartesian Growth Corporation (the “Company”), dated as of [•], 2021 (the “Prospectus”).
Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Prospectus.
We have read the Prospectus and understand
that the Company has established the Trust Account, initially in an amount of at least $250,000,000 for the benefit of the Public
Shareholders and the Underwriters of the Company’s initial public offering (the “Underwriters”) and that,
except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the
Trust Account only: (i) to the Public Shareholders in the event they elect to redeem their public shares in connection with the
consummation of a Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination
within the required time period set forth in its Amended and Restated Memorandum and Articles of Association as the same may be
amended from time to time, or (iii) to the Company after or concurrently with the consummation of a Business Combination.
For and in consideration of the Company
agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees
that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (each, a “Claim”)
and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements
with the Company and will not seek recourse against the Trust Account for any reason whatsoever.
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EXHIBIT B
FORM OF VENDOR LETTER
CARTESIAN GROWTH CORPORATION
Gentlemen:
Reference is made to the Final Prospectus
of Cartesian Growth Corporation (the “Company”), dated as of [•], 2021 (the “Prospectus”).
Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Prospectus.
We have read the Prospectus and understand
that the Company has established the Trust Account, initially in an amount of at least $250,000,000 for the benefit of the Public
Shareholders and the Underwriters of the Company’s initial public offering (the “Underwriters”) and that,
except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the
Trust Account only: (i) to the Public Shareholders in the event they elect to redeem their public shares in connection with the
consummation of a Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination
within the required time period set forth in its Amended and Restated Memorandum and Articles of Association as the same may be
amended from time to time, or (iii) to the Company after or concurrently with the consummation of a Business Combination.
For and in consideration of the Company
agreeing to engage the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest
or claim of any kind in or to any monies in the Trust Account (each, a “Claim”) and hereby waives any Claim
it may have in the future as a result of, or arising out of, any services provided to the Company and will not seek recourse against
the Trust Account for any reason whatsoever.
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| Authorized Signature of Vendor |
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