Exhibit 1.1
UNDERWRITING
AGREEMENT
between
ALDEL
FINANCIAL INC.
and
THINKEQUITY,
A
DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC.
as
Representative of the Several Underwriters
Dated:
April 8, 2021
ALDEL
FINANCIAL INC.
UNDERWRITING AGREEMENT
New
York, New York
April
8, 2021
ThinkEquity,
A Division of Fordham Financial Management, Inc.
17 State Street, 22nd Floor
New
York, New York 10004
As
Representative of the Underwriters
named on Schedule A hereto
Ladies
and Gentlemen:
The
undersigned, Aldel Financial Inc., a Delaware corporation (the “Company”), hereby confirms its agreement with
ThinkEquity, a division of Fordham Financial Management, Inc. (the “Representative”) and with the other underwriters
named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative
and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter
individually, an “Underwriter”) as follows:
| 1. | Purchase
and Sale of Securities. |
1.1.1 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 and the Underwriters agree to purchase
from the Company, severally and not jointly, an aggregate of 10,000,000 units (the “Firm Units”) of the Company,
as set forth opposite the respective names of the Underwriters on Schedule A hereto, at a purchase price (net of discounts
and commissions) of $9.90 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”)
at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stock, $0.0001 par value,
of the Company (the “Common Stock”), and one-half of one redeemable warrant (the “Warrants”).
The Common Stock and the Warrants included in the Firm Units will trade separately on the fifty second (52nd) day following the
date hereof unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding
sentence, in no event will the Common Stock 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 Private Placements
(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 such Current Report on Form 8-K, and (ii) the Company has filed with
the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. Each
whole Warrant entitles its holder to purchase one share of Common Stock 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,
capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses
(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 Common Stock or liquidation of the Company.
1.1.2 Payment
and Delivery. (1) Delivery and payment for the Firm Units shall be made at 9:30 a.m., New York City time, on the first
(1st) Business Day (as defined below) following the commencement of trading of the Units (as defined below), or at such
earlier time as shall be agreed upon by the Representative and the Company, at the offices of Blank Rome LLP, counsel to the
Underwriters (“Blank Rome”), or at such other place as shall be agreed upon by the Representative and the
Company (including remotely by facsimile or other electronic transmission). 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: $101,000,000 of the proceeds received by the Company for the
Firm Units and Private Placements (as defined in Section 1.4.2) shall be deposited in the trust account
(“Trust Account”) established by the Company for the benefit of the Public Stockholders (as defined
below), as described in the Registration Statement (as defined in Section 2.1.1) pursuant to the terms of an
Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock
Transfer & Trust Company (“CST”). The 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 the Firm Units in book-entry form 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 one (1) full Business Day prior to the
Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by
the Representative for all the Firm Units. As used herein, the term “Public Stockholders” means the
holders of shares of Common Stock sold as part of the Units in the Offering or acquired in the aftermarket, including the
Sponsor (defined below) to the extent it acquires such shares of Common Stock in the aftermarket (and solely with respect to
such shares of Common Stock). “Business Day” means any day other than a Saturday, a Sunday, or a legal
holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York
City; provided, however, for clarification, banking institutions or trust companies shall not be deemed to be authorized or
obligated 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 New York City 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 1,500,000 units (the “Option Units”), the gross proceeds of which will be deposited in
the Trust Account, for the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Units.
Such Option Units shall be identical in all respects to the Firm Units. Such Option Units shall be purchased for each account
of the several Underwriters in the same proportion as the number of Firm Units, set forth opposite such Underwriter’s name
on Schedule A hereto, bears to the total number of Firm Units (subject to adjustment by the Representative to eliminate
fractions). The Firm Units and the Option Units are hereinafter collectively referred to as the “Units,” and
the Units, the Common Stock and the Warrants included in the Units, and the Common Stock 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 $10.00
per Option Unit. For the avoidance of doubt, the Underwriters are not entitled to receive any discounts or commissions on the
Option Units purchased by them. Furthermore, the total amount of all discounts and commissions to be received by the Underwriters
for their purchase of the Units hereunder will be equal to and will not exceed $1,000,000.
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 writing
in accordance with Section 10.1 herein setting forth the number of Option Units to be purchased and the date and time for
delivery of and payment for the Option Units (each such date, an “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 Blank Rome 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: $10.10 per Option Unit shall be deposited in the Trust Account pursuant to the Trust Agreement
upon delivery to the Representative of the Option Units in book-entry form through the facilities of DTC for the account of the
Representative. 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 one (1) full Business Day prior to the Closing Date or the Option Closing Date, as the case
may be. The Company shall not be obligated to sell or deliver the Option Units except upon tender of payment by the Underwriters
for the applicable Option Units.
| 1.3 | Representative’s
Securities. |
1.3.1 Units. As additional consideration, the Company hereby agrees to issue to the Representative (and/or its designees) an
aggregate of 50,000 (or up to 57,500 Units if the Over-allotment Option is exercised in full) Units (the “Representative’s
Units”). The Representative’s Units are identical to the Firm Units, except that the Representative’s Units
will be purchased in a private placement exempt from registration under the Securities Act of 1933, as amended (the “Act”)
and will not become freely tradable until after certain conditions are met or the resale of such Representative Units is registered
under the Act. The Representative’s Units, the Common Stock included in the Representative’s Units (the “Representative’s
Shares”) and the Warrants included in the Representative’s Units (the “Representative’s Warrants”)
and the Common Stock issuable pursuant to the terms of the Representative’s Warrants are hereinafter referred to collectively
as the “Representative’s Securities.”
1.3.2 Transfer
and other Restrictions. The Representative hereby agrees not to transfer, assign or sell any such Representative’s
Securities until the completion of the initial Business Combination. In addition, the Representative hereby agrees (i) to
waive their redemption rights with respect to the Representative’s Shares in connection with the completion of the
initial Business Combination (ii) waive their redemption rights with respect to the Representative’s Shares in
connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of
incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if
the Company does not complete its initial business combination within 18 months from the closing of the Offering or (B) with
respect to any other provision relating to stockholders’ rights or pre-initial business combination
activity and (iii) to waive its rights to liquidating distributions from the trust account with respect to the Representative’s
Shares if the Company fails to complete the initial Business Combination within 18 months from the closing of the Offering. The
Representatives will not sell, transfer, assign, pledge or hypothecate the Representative’s Shares, or cause the Representative’s
Shares to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic
disposition of the Representative’s Shares by any person, for a period of 180 days (pursuant to Rule 5110(e)(1) of the Conduct
Rules of FINRA) following the Effective Date to anyone other than (i) the Representative or an underwriter or selected dealer
in connection with the Offering, (ii) a bona fide officer, partner, registered person or affiliate of the Representative or of
any such underwriter or selected dealer or (iii) the issuer in a transaction exempt from registration with the Commission. On
and after the 181st day following the Effective Date, transfers to others may be made subject to compliance with or exemptions
from applicable securities laws. The Representative further agrees to vote in favor of any initial Business Combination presented
to the Company’s stockholders.
1.3.3 Delivery and Payment. Delivery and payment for the Representative’s Units shall be made on the Closing Date and the
Option Closing Date, as applicable. On such date, the Company shall deliver to the Representative or its designees upon payment
therefor, the Representative’s Units in book-entry form in the name or names and in such authorized denominations as the
Representative may request.
1.3.4 Representations and Warranties of the Underwriters. The Representative, severally and not jointly, represents and warrants
to the Company as follows:
1.3.4.1 Accredited Investor. It is an “accredited investor” as such term is defined in Rule 501 (a) of Regulation D
under the Act, and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private
placement exemption to “accredited investors” under the Act and similar exemptions under state law.
1.3.4.2 Intent. It is purchasing the Representative’s Units solely for investment purposes, for its own account (and/or for
the account or benefit of its members or affiliates, as permitted, pursuant to the terms hereof), and not with a view to the distribution
thereof in violation of the Act and it has no present arrangement to sell the Representative’s Securities to or through
any person or entity except as may be permitted hereunder. It shall not engage in hedging transactions with regard to the Representative’s
Securities unless in compliance with the Act.
1.3.4.3 Restrictions
on Transfer. It acknowledges and understands that the Representative’s Units are being offered in a transaction
not involving a public offering in the United States within the meaning of the Act. The Representative’s Securities
have not been registered under the Act and, if in the future it decides to offer, resell, pledge or otherwise transfer the
Representative’s Securities, such Representative’s Securities may be offered, resold, pledged or otherwise
transferred only (A) pursuant to an effective registration statement filed under the Act, (B) pursuant to an exemption from
registration under Rule 144 promulgated under the Act, if available, or (C) pursuant to any other available exemption from
the registration requirements of the Act, and in each case in accordance with any applicable Representative’s
Securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, it acknowledges and understands that
the Representative’s Securities are subject to transfer restrictions as described in Section 1.3.2 hereof. It agrees
that if any transfer of its Representative’s Securities or any interest therein is proposed to be made, as a condition
precedent to any such transfer, it may be required to deliver to the Company an opinion of counsel satisfactory to the
Company with respect to such transfer. Absent registration or another available exemption from registration, it agrees that
it will not resell the Representative’s Securities (unless otherwise permitted pursuant to the terms hereof). It
further acknowledges that because the Company is a shell company, Rule 144 may not be available to it for the resale of the
Representative’s Securities until the one year anniversary following consummation of the initial Business Combination
of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual
transfer restrictions.
1.3.4.4 Sophisticated Investor.
(a) It (a) has such knowledge, sophistication and experience in business and financial matters that it is capable of evaluating the
merits, risks and benefits of the investment in the Representative’s Securities and (b) has been granted the opportunity
to ask questions of, and receive satisfactory answers from, representatives of the Company concerning the Company’s business
affairs and financial condition and the terms and conditions of the investment in the Representative’s Securities and has
had the opportunity to obtain and has obtained any additional information which it deems necessary regarding such purchase.
(b) It is aware that an investment in the Representative’s Securities is highly speculative and subject to substantial risks
because, among other things, (a) the Representative’s Securities are subject to transfer restrictions and have not been
registered under the Act and therefore cannot be sold unless subsequently registered under the Act or an exemption from such registration
is available and (b) each of the Underwriters has waived its redemption rights with respect to the Representative’s Shares
as set forth in Section 1.3.2 hereof, and the Representative’s Shares held by it are not entitled to, and have no right,
interest or claim to any monies held in the Trust Account, and accordingly it may suffer a loss of a portion or all of its investment
in the Representative’s Securities. It is able to bear the economic risk of its investment in the Representative’s
Securities for an indefinite period of time.
1.3.4.5 No Legal Advice from Company. It acknowledges it has had the opportunity to review this Agreement and the transactions
contemplated by this Agreement and the other agreements entered into between the parties hereto with its own legal counsel and
investment and tax advisors. Except for any statements or representations of the Company made in this Agreement and the other
agreements entered into
between the parties hereto, it is relying solely on such counsel and advisors and not on any statements or representations of
the Company or any of its representatives or agents for legal, tax or investment advice with respect to this investment, the transactions
contemplated by this Agreement or the securities laws of any jurisdiction.
1.3.4.6 Reliance on Representations and Warranties. It understands the Representative’s Units are being offered and sold
to Representative in reliance on exemptions from the registration requirements under the Act, and analogous provisions in the
laws and regulations of various states, and that the Company is relying upon the truth and accuracy of its representations, warranties,
agreements, acknowledgments and understandings set forth in this Agreement in order to determine the applicability of such provisions.
1.3.4.7 No General Solicitation. It is not subscribing for the Representative’s Units as a result of or subsequent to any
general solicitation or general advertising, including but not limited to any advertisement, article, notice or other communication
published in any newspaper, magazine, or similar media or broadcast over television or radio, or presented at any seminar or meeting
or in a registration statement with respect to the Offering filed with the Commission.
1.3.4.8 Legend. It acknowledges and agrees the certificates (if any) evidencing each of the Representative’s Securities shall
bear a restrictive legend, in form and substance substantially as set forth in Section 1.3.5 hereof.
1.3.5 Legend. The certificates (if any) evidencing the Representative’s Securities will bear the following restrictive
legend (the “Legend”) and appropriate “stop transfer” instructions:
“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED,
PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS
OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION,
IS AVAILABLE.
THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO AN UNDERWRITING AGREEMENT BETWEEN ALDEL FINANCIAL
INC. (THE “CORPORATION”), AND THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. AND MAY ONLY BE OFFERED,
SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN THE UNDERWRITING
AGREEMENT.”
1.4.1 Founder
Shares. In January 2021, the Company issued to Aldel Investors LLC (the “Sponsor”) and FG
SPAC Partners LP (“FG”) for an aggregate consideration of $25,000, 5,750,000 shares of its common stock
(the “Founder Shares”) in a private placement exempt from registration under Section 4(a)(2) of the Act.
No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of
Founder Shares. In January 2021, the Sponsor transferred an aggregate of 175,000 Founder Shares to members of the
Company’s management and board of directors (such individuals, together with the Sponsor, are referred to herein as the
“initial stockholders”). On March 25, 2021, the Sponsor and FG forfeited to the Company for no
consideration an aggregate of 2,875,000 Founder Shares, which the Company canceled, resulting in a decrease in the total
number of Founder Shares outstanding from 5,750,000 shares to 2,875,000 shares. Except as described in the Registration
Statement, the Founder Shares may not be sold, assigned or transferred by the initial stockholders until (x) with respect to
50% of the Founder Shares, the earlier of: (i) twelve months after the consummation of the Business Combination; or (ii) the
date on which the closing price of the Common Stock exceeds $12.00 per share (as adjusted for stock splits, stock dividends,
reorganizations and recapitalizations) for any 20 trading days within any 30- trading day period commencing after the
consummation of the Business Combination; and (y) with respect to the remaining 50% of the Founder Shares, twelve months
after the consummation of the Business Combination, provided that all of the Founder Shares may be sold, assigned or
transferred on the date following a Business Combination on which the Company consummates a transaction which results in
all of the Company’s stockholders having the right to exchange their 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 has agreed to forfeit such number of Founder Shares (up to 375,000 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 (excluding the shares of Common Stock underlying the
Representative’s Units).
1.4.2 Private Placements. Simultaneously with the Closing Date, the Sponsor and FG will purchase from the Company pursuant to
the Purchase Agreements (as defined in Section 2.21.2 hereof), an aggregate of 1,300,000 (the “OTM Warrants”)
at a purchase price of $0.10 per OTM Warrant, and (z) 500,000 units (or 515,000 Private Units if the Over-allotment Option is
exercised in full) (the “Placement Units”), each Placement Unit consisting of one share of Common Stock and
one warrant (the “Placement Unit Warrants” and, together with the OTM Warrants, the “Placement Warrants”),
in private placements intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private
placements described in this Section 1.4.2 are
referred to herein as the “Private Placements.” Except as described in the Registration Statement, none of
the Placement Warrants (or shares of Common Stock underlying the Placement Warrants) may be sold, assigned or transferred by the
Sponsor or its permitted transferees until thirty (30) days after consummation of a Business Combination. A portion of the proceeds
from the sale of the Placement Warrants will be deposited into the Trust Account.
1.4.3 The Placement Units, the shares of Common Stock underlying the Placement Units, the Placement Warrants and the shares of Common
Stock issuable upon exercise of the Placement Warrants are hereinafter referred to collectively as the “Placement Securities”.
No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities.
The Public Securities, the Representative’s Securities, the Placement Securities, and the Founder Shares are hereinafter
referred to collectively as the “Securities”.
1.4.4 Forward Purchase Agreement. Simultaneously with the Closing, the Company will enter into a Forward Purchase Agreement (the
“Forward Purchase Agreement”), dated as of the date hereof, with FG SPAC Partners LP (the “Forward Purchaser”),
pursuant to which the Forward Purchaser will agree to make an aggregate investment in the initial business combination of $20
million through (a) purchases of our shares of Common Stock through (i) open market purchases (ii) or a private placement that
will close simultaneously with the closing of the initial Business Combination or (b) a bridge transaction with the proposed target
(any such shares of Common Stock purchased from or issued by the Company are referred to as the “Forward Purchase Shares”).
1.5 Working Capital. Upon consummation of the Offering and the Private Placements, it is intended that approximately $1,555,000
of the proceeds of such offerings will be held by the Company outside of the Trust Account and used 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 liquidation expenses, all as more fully described
in the Prospectus (as defined below).
2. Representations
and Warranties of the Company. The Company represents and warrants to the Underwriters as follows:
| 2.1 | Filing
of Registration Statement. |
2.1.1 Pursuant
to the Act. The Company has filed with the Commission a registration statement and an amendment or amendments thereto, on
Form S-l (File No. 333-253116), 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 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-l 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 16, 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 has filed, or is required pursuant to the terms hereof to file, a Registration
Statement pursuant to Rule 462(b) under the Act registering additional securities (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 Public Securities 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 light of the
circumstances under which they were made, not misleading and the Company and the Representative agrees 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 001-840776)
providing for the registration under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), of the Units, the Common Stock and the Warrants. The registration of the Units, Common Stock and Warrants
under the Exchange Act has been declared effective by the Commission on the date hereof and the Units, the Common Stock 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 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 Underwriters 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 and their respective roles and participation
in the sale of the Units, the information with respect to short positions and stabilizing transactions in the third and fifth
full paragraphs on page 192 of the Registration Statement 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) 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, assuming reasonable inquiry, Plante & Moran, PLLC (“Plante”),
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, assuming reasonable inquiry, Plante is currently registered with the PCAOB. Plante 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 shares of Common Stock or any security convertible into shares of Common Stock,
or any contracts or commitments
to issue or sell Common Stock 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 Securities have been duly authorized and reserved for issuance and when
issued and paid for in accordance with this Agreement, will be validly issued, fully paid and non-assessable; the holders thereof
are not and will not be subject to personal liability by reason of being such holders; the 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 Securities has been duly and validly
taken. The form of certificates for the Securities conform to the corporate law of the jurisdiction of the Company’s incorporation
and applicable securities laws. The 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 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 shares of Common Stock 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 in accordance with the terms thereof such shares of Common Stock
will be duly and validly authorized, validly issued, fully paid
and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.
2.7.3 Placement Securities.
2.7.3.1 The Placement Units and Placement Warrants, when issued, will constitute valid and binding obligations of the Company to issue
the number and type of securities of the Company called for thereby in accordance with the terms thereof, and 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.
2.7.3.2 The shares of Common Stock issuable upon exercise of the Placement Warrants and upon separation of the Placement Units have been
reserved for issuance and, when issued in accordance with the terms of the Placement Warrants and Placement Units 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.
2.7.3.3 The shares of Common Stock issuable pursuant to the Forward Purchase Agreement have been reserved for issuance and, when issued
in accordance of the terms of the Forward Purchase Agreement will be duly and validly authorized, validly issued and upon payment
thereof, 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), the Purchase Agreements (as defined in Section 2.21.2), and the Forward Purchase Agreement (such agreements
are collectively referred to as 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) 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 Certificate of Incorporation and Bylaws of the Company, each as may be amended
(collectively, the “Charter Documents”); or (iii) to the Company’s knowledge 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 for the purposes 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 light of the circumstances under
which they were made, not misleading. Since its formation, the Company has conducted no business and has incurred no liabilities
other than in connection with and in furtherance of this Offering.
2.12.2 Transactions Contemplated Herein. The Company has all requisite corporate power and authority to enter into this Agreement
and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection
herewith have been obtained. No consent, authorization, or order of, and no filing with, any court, government agency or other
body, foreign or domestic, is required for the valid issuance, sale, and delivery, of the 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 New York Stock Exchange (the “NYSE”) and the rules and regulations promulgated by FINRA.
2.13 D&O Questionnaires. All information contained in the questionnaires (“Questionnaires”) completed
by each of the Company’s officers, directors and stockholders (“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 in all material respects and the Company has not become
aware of any information which would cause the information disclosed in the Questionnaires completed by each Insider to become
materially inaccurate, incorrect or incomplete.
2.14 Litigation: Governmental Proceedings. There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation
or governmental proceeding of any material nature pending, or to the Company’s knowledge, assuming reasonable inquiry, threatened
against or involving the Company or, to the Company’s knowledge, assuming reasonable inquiry, any Insider or any stockholder
or member of an Insider that has not been disclosed, that is required to be disclosed, in the Registration Statement, the 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. Neither the Company nor any initial stockholder has identified any Business
Combination target (each a “Target Business”) and the Company has not, nor has anyone on the Company’s
behalf, initiated any substantive discussions, directly or indirectly, with any Target Business.
| 2.17 | Transactions
Requiring Disclosure to FINRA. |
2.17.1 Finder’s Fees. There are no claims, payments, arrangements, agreements or understandings relating to the payment
of a finder’s, consulting or origination fee by the Company or any Insider with respect to the sale of the Securities hereunder
or any other arrangements, agreements or understandings of the Company or to the Company’s knowledge, assuming reasonable
inquiry, any Insider that may affect the Underwriters’ compensation, as determined by FINRA.
2.17.2 Payments Within 180 Days. The Company has not made any direct or indirect payments (in cash, securities or otherwise) to:
(i) any person, as a finder’s fee, consulting fee or otherwise, in consideration of such person raising capital for the
Company or introducing to the Company persons who raised or provided capital to the Company; (ii) any FINRA member; or (iii) any
person or entity that has any direct or indirect affiliation or association with any FINRA member, within the 180-day period prior
to the initial filing of the Registration Statement, other than the prior payments to the Representative in connection with the
Offering. The Company has not issued any warrants or other securities, or granted any options, directly or indirectly, to anyone
who is a potential underwriter in the Offering or a related person (as defined by FINRA rules) of such an underwriter within the
180-day period prior to the initial filing date of the Registration Statement. No person to whom securities of the Company have
been privately issued within the 180-day period prior to the initial filing date of the Registration Statement has any relationship
or affiliation or association with any member of FINRA participating in the Offering. Except with respect to the Representative
in connection with the Offering, the Company has not entered into any agreement or arrangement (including, without limitation,
any consulting agreement or any other type of agreement) during the 180-day period prior to the initial filing date of the Registration
Statement with the Commission, which arrangement or agreement provides for the receipt of any item of value and/or the transfer
or issuance of any warrants, options, or other securities from the Company to a FINRA member, any person associated with a member
(as defined by FINRA rules), any potential underwriters in the Offering and/or any related persons.
2.17.3 FINRA Affiliation. Other than as disclosed to the Representative, no officer or director or any direct or indirect beneficial
owner (including the Insiders) of any class of the Company’s unregistered securities (whether debt or equity, registered
or unregistered, regardless of the time acquired or the source from which derived) has any direct or indirect affiliation or association
with any FINRA member (as determined in accordance with the rules and regulations of FINRA). The Company will advise the Representative
and Blank Rome if it learns that any officer or director or any direct or indirect beneficial owner (including the Insiders) is
or becomes an affiliate or associated person of a FINRA member participating in the Offering.
2.17.4 Share Ownership. No officer or director or any direct or indirect beneficial owner (including the Insiders) of any class
of the Company’s unregistered securities is an owner of shares or other securities of any member of FINRA participating
in the Offering (other than securities purchased on the open market).
2.17.5 Loans. No officer or director or any direct or indirect beneficial owner (including the Insiders) of any class of the Company’s
unregistered securities has made a subordinated loan to any member of FINRA participating in the Offering.
2.17.6 Proceeds of the Offering. No proceeds from the sale of the Public Securities (excluding underwriting compensation) or the
Placement Securities, will be paid to any FINRA member participating in the Offering, or any persons associated or affiliated
with a member of FINRA participating in the Offering, except as specifically authorized herein.
2.17.7 Conflicts of Interest. To the Company’s knowledge, assuming reasonable inquiry, no FINRA member intending to participate
in the Offering has a conflict of interest with the Company. For this purpose, a “conflict of interest” exists
when a member of FINRA and/or its associated persons, parent or affiliates in the aggregate beneficially own 10% or more of the
Company’s outstanding subordinated debt or common equity, or 10% or more of the Company’s preferred equity. “Members
participating in the Offering” include managing agents, syndicate group members and all dealers which are members of
FINRA.
2.18.1 There are no transfer taxes or other similar fees or charges under U.S. federal law or the laws of any U.S. state or any political
subdivision of the United States, required to be paid in connection with the execution and delivery of this Agreement or the issuance
or sale by the Company of the Public Securities.
2.18.2 The Company has filed all U.S. federal, state and local tax returns required to be filed with taxing authorities prior to the
date hereof in a timely manner or has duly obtained extensions of time for the filing thereof. The Company has paid all taxes
shown as due on such returns that were filed and has paid all taxes imposed on it and any other assessment, fine or penalty levied
against it, to the extent that any of the foregoing is due and payable. The Company has made appropriate provisions in the applicable
financial statements referred to in Section 2.5.1 above in respect of all federal, state, local and foreign income and
franchise taxes for all current or prior periods as to which the tax liability of the Company has not been finally determined.
| 2.19 | Foreign
Corrupt Practices Act: Anti-Money Laundering; Patriot Act. |
2.19.1 Foreign Corrupt Practices Act. Neither the Company nor to the Company’s knowledge, assuming reasonable inquiry, any
of the Insiders or any other person acting on behalf of the Company has, directly or indirectly, given or agreed to give any money,
gift or similar benefit (other than legal price concessions to customers in the ordinary course of business) to any customer,
supplier, employee or agent of a customer or supplier, or official or employee of any governmental agency or instrumentality of
any government (domestic or foreign) or any political party or candidate for office (domestic or foreign) or other person who
was, is, or may be in a position to help or hinder the business of the Company (or assist it in connection with any actual or
proposed transaction) that (i) might subject the Company to any damage or penalty in any civil, criminal or governmental litigation
or proceeding, (ii) if not given in the past, might have had a Material Adverse Effect, or (iii) if not continued in the future,
might adversely affect the assets, business or operations of the Company. The Company has taken reasonable steps to ensure that
its accounting controls and procedures are sufficient to cause the Company to comply in all material respects with the Foreign
Corrupt Practices Act of 1977, as amended.
2.19.2 Currency and Foreign Transactions Reporting Act. The operations of the Company are and have been conducted at all times
in compliance with (i) the requirements of the U.S. Treasury Department Office of Foreign Asset Control and (ii) applicable financial
recordkeeping and reporting requirements of the Currency and Foreign Transaction Reporting Act of 1970, as amended, including
the Money Laundering Control Act of 1986, as amended, the rules and regulations thereunder and any related or similar money laundering
statutes, rules, regulations or guidelines, issued, administered or enforced by any Federal governmental agency (collectively,
the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency,
authority or body or any arbitrator involving the Company with respect to the Money Laundering Laws is pending or, to the Company’s
knowledge, assuming reasonable inquiry, threatened.
2.19.3 Patriot Act. Neither the Company nor to the Company’s knowledge, assuming reasonable inquiry, any Insider has violated
the Bank Secrecy Act of 1970, as amended, or Uniting and Strengthening of America by Providing Appropriate Tools Required to Intercept
and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, and/or the rules and regulations promulgated under any such law, or any
successor law.
2.20 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 Blank Rome 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 noncompete 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 withheld.
2.21.2 Purchase Agreement. Each of Sponsor and FG has executed and delivered agreements, the forms of which are included as exhibits
to the Registration Statement (the “Purchase Agreements”), pursuant to which the Sponsor and FG will, among
other things, on the Closing Date, consummate the purchase of and deliver the purchase price for the Placement Securities as provided
for in such Purchase Agreements. Pursuant to the Purchase Agreements, (i) each of Sponsor and FG 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 Securities,
and (ii) a portion of the proceeds from the sale of the Placement Securities will be deposited by the Company in the Trust Account
in accordance with the terms of the Trust Agreement on the Closing Date, as provided for in the Purchase Agreements.
2.21.3 Administrative
Services. The Company and the Sponsor have entered into an agreement (“Services
Agreement”) substantially in the form annexed as an exhibit to the Registration Statement pursuant to which the
Sponsor will make available to the Company general and administrative services including office space, utilities and
secretarial support for the Company’s use for $10,000 per month payable until the earlier of the consummation by the
Company of a Business Combination or the liquidation of the Trust Account, on the terms and subject to the conditions set
forth in the Services Agreement.
2.21.4 Registration
Rights Agreement. The Company, the Sponsor, FG, the Representative, the other initial stockholders and the Forward Purchaser
have entered into a Registration 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 and FG SPAC Solutions LLC, an affiliate of certain of the Company’s directors, have agreed to make loans
to the Company in the aggregate amount of up to $225,000 and $25,000, respectively (the “Insider Loans”)
pursuant to promissory notes substantially in the forms annexed as exhibits to the Registration Statement. The Insider Loans
do not bear any interest and are repayable by the Company on the earlier of the closing of the Offering or the date on which
the Company determines not to conduct 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 Private Placements 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 respect to the Warrants underlying the Units,
the Placement Warrants, the Representative’s Warrants and certain other warrants that may be issued by the Company with
CST substantially in the form filed as an exhibit to the Registration Statement (“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, 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 New York Stock Exchange. The Public Securities have been authorized for listing, subject to official notice of issuance
and evidence of satisfactory distribution, on the NYSE, 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 the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder
and the rules of the NYSE that are, in each case, applicable to the Company. As of the Effective Date, the Company will have an
Audit Committee that satisfies the applicable requirements under the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder
and the rules of the NYSE.
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 No
Disqualification Events. Neither the Company, nor any of its predecessors or any affiliated issuer, nor any director, executive
officer, or other officer of the Company participating in the Offering, nor any beneficial owner of 20% or more of the Company’s
outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule
405 under the Act) connected with the Company in any capacity at the time of sale (each, a “Company Covered Person”
and, together, “Company Covered Persons”) is subject to any of the “Bad Actor” disqualifications
described in Rule 506(d)(l)(i) to (viii) under the Act (a “Disqualification Event”), except for a Disqualification
Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Company Covered
Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations
under Rule 506(e), and has furnished to the Underwriters a copy of any disclosures provided thereunder.
2.36 Free-Writing Prospectus and Testing-the-Waters. The Company has not made any offer relating to the Public Securities that
would constitute an issuer free writing prospectus, as defined in Rule 433 under the Act, or that would otherwise constitute a
“free writing prospectus” as defined in Rule 405. The Company: (a) has not engaged in any Testing-the-Waters Communication
other than Testing-the-Waters Communications with the consent of the Representative with entities that are qualified institutional
buyers within the meaning of Rule 144A under the Act or institutions that are accredited investors within the meaning of Rule
501 under the Act and (b) has not authorized anyone to engage in Testing-the-Waters Communications other than its officers and
the Representative and individuals engaged by the Representative. The Company has not distributed any written Testing-the-Waters
Communications other than those listed on Schedule B hereto. “Testing-the-Waters Communication” means any oral
or written communication with potential investors undertaken in reliance on Section 5(d) of the Act.
3. Covenants of the Company. The Company covenants and agrees as follows:
3.1 Amendments to Registration Statement. The Company will deliver to the Representative, prior to filing, any amendment or
supplement to the Registration Statement, any Preliminary Prospectus or the Prospectus proposed to be filed after the Effective
Date and the Company shall not file any such amendment or supplement to which the Representative reasonably objects in writing.
3.2 Federal Securities Laws.
3.2.1 Compliance. During the time when a Prospectus is required to be delivered under the Act, the Company will use its best
efforts to comply with all requirements imposed upon it by the Act, the Regulations, and the Exchange Act, and by the regulations
under the Exchange Act, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in
the Securities in accordance with the provisions hereof and the 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 Underwriter, the Prospectus, as then amended or supplemented,
includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary
to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary
at any time to amend or supplement the Prospectus to comply with the Act, the Company will notify the Representative promptly
and prepare and file with the Commission, subject to Section 3.1 hereof, an appropriate amendment or supplement in accordance
with Section 10 of the Act.
3.2.2 Filing
of Final Prospectus. The Company will file the Prospectus (in form and substance satisfactory to the Underwriters) with the
Commission pursuant to the requirements of Rule 424 of the Regulations.
3.2.3 Exchange Act Registration. The Company will use its best efforts to maintain the registration of the Public Securities
under the provisions of the Exchange Act (except in connection with a going-private transaction) for a period of five years from
the Effective Date, or until the Company is required to be liquidated or is acquired, if earlier, 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 without the prior written consent of the Representative.
3.2.4 Exchange Act Filings. From the Effective Date until the earlier of the Company’s initial Business Combination, or
its liquidation and dissolution, the Company shall timely file with the Commission via the Electronic Data Gathering, Analysis
and Retrieval System (“EDGAR”) such statements and reports as are required to be filed by a company registered
under Section 12(b) of the Exchange Act.
3.2.5 Sarbanes-Oxley Compliance. As soon as it is legally required to do so, the Company shall take all actions necessary to
obtain and thereafter maintain material compliance with each applicable provision of the Sarbanes-Oxley Act of 2002 and the rules
and regulations promulgated thereunder and related or similar rules and regulations promulgated by any other governmental or self-regulatory
entity or agency with jurisdiction over the Company.
3.3 Free-Writing Prospectus. The Company agrees that 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 Representative.
3.4 Delivery to Underwriters of Prospectuses. The Company will deliver to the Underwriters, without charge and from time to
time during the period when the Prospectus is required to be delivered under the Act or the Exchange Act, such number of copies
of each Preliminary Prospectus and the Prospectus as the Underwriters may reasonably request and, as soon as the Registration
Statement or any amendment or supplement thereto becomes effective, deliver to the Underwriters, upon their request, two manually
executed Registration Statements, including exhibits, and all post-effective amendments thereto and copies of all exhibits filed
therewith or incorporated therein by reference and all manually executed consents of certified experts.
3.5 Effectiveness
and Events Requiring Notice to the Representative. The Company will use its best efforts to cause the Registration Statement
to remain effective and will notify the Representative immediately and confirm the notice in writing: (i) of the effectiveness
of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or any post-effective amendment thereto or preventing or suspending the use of any
Preliminary Prospectus or the Prospectus or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of
the issuance by any foreign or state securities commission of any proceedings for the suspension of the qualification of the Public
Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose;
(iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or
Prospectus; (v) of the receipt of any comments or request for any additional information from the Commission; and (vi) of the
happening of any event that, in the reasonable judgment of the Company, makes any statement of a material fact made in the Registration
Statement or the Prospectus untrue or that requires the making of any changes in the Registration Statement or the Prospectus
in order to make the statements therein, and in light of the circumstances under which they were made, not misleading. If the
Commission or any foreign or state securities commission shall enter a stop order or suspend such qualification at any time, the
Company will make every reasonable effort to obtain promptly the lifting of such order.
3.6 Affiliated Transactions.
3.6.1
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated
with any Insider unless (i) the Company obtains an opinion from an independent investment banking firm or another independent
entity that commonly renders valuation opinions that the Business Combination is fair to the Company from a financial point
of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such
transaction.
3.6.2 Compensation
to Insiders. Except as disclosed in the 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 Financial Public Relations Firm. Promptly after the execution of a definitive agreement for a Business Combination, the
Company shall retain a financial public relations firm reasonably acceptable to the Representative for a term to be agreed on
by the Company and the Representative.
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 upon their request 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 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 two 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 on each of the Closing Date and the Option Closing Date, if any, to the extent
not paid at Closing Date, all Company expenses incident to the performance of the obligations of the Company under this Agreement,
including but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing,
filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the
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 $10,000 in the aggregate,
(iv) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock 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 and expenses of Representative’s counsel (not to exceed $90,000) in connection with the Offering,
(vi) fees, costs and expenses incurred in listing the Securities on the NYSE 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 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 (not to exceed $15,000); 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 it
incurred on behalf of the Company (which shall be mutually agreed upon between the Company and the Representative prior to Closing),
up to $135,000 (inclusive of the enumerated expenses specified in paragraphs (iii), (v) and (viii)). 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 out-of-pocket accountable expenses actually incurred through such date, including, without
limitation, reasonable fees and disbursements of counsel to the Representative, up to $100,000.
3.11 Application of Net Proceeds. The Company will apply the net proceeds from the Offering and Private Placements 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, but not later than the first day of the fifteenth full calendar month following the Effective Date, an
earnings statement (which need not be certified by independent public or independent certified public accountants unless required
by the Act or the Regulations, but which shall satisfy the provisions of Rule 158(a) under Section 11(a) of the Act) covering
a period of at least twelve consecutive months beginning after the Effective Date.
3.13 Notice to FINRA.
3.13.1 Notice to FINRA. For a period of ninety (90) 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 5% or greater stockholder of the Company becomes an affiliate or associated person of a FINRA member participating in the
distribution of the Public Securities.
3.13.3 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.
Neither the Company, nor to its knowledge, assuming reasonable inquiry, any of its employees, directors or stockholders (without
the consent of the Representative) has taken or will take, directly or indirectly, any action designed to or that has constituted
or that might reasonably be expected to cause or result in, under the Exchange Act, or otherwise, stabilization or manipulation
of the price of any security of the Company to facilitate the sale or resale of the Units.
3.15 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.
3.16 Accountants. Until the earlier of the closing of a Business Combination or the liquidation of the Company, the Company
shall retain Plante or another independent registered public accounting firm reasonably acceptable to the Representative.
3.17 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 Private Placements. 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.
3.18 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 Blank Rome.
3.19 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.
3.20 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 and except as disclosed in the Registration Statement.
3.21 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.
3.22 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).
3.23 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 one
(1) Business Day 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).
3.24 Private Placement Proceeds. On the Closing Date a portion of the proceeds from the Private Placements shall be deposited
into the Trust Account in accordance with the Purchase Agreements.
3.25 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.
3.26 Amendments to Agreements. The Company shall not amend, modify or otherwise change the Warrant Agreement, Trust Agreement,
Purchase Agreement, the Services Agreement, or any Insider Letter without the prior written consent of the Representative which
will not be unreasonably withheld.
3.27 NYSE. Until the consummation of a Business Combination, the Company will use its best efforts to maintain the listing of
the Public Securities on the NYSE or a national securities exchange acceptable to the Representative.
3.28 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, Placement Warrants and Representative’s Warrants outstanding from time
to time.
3.29 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.
3.30 Disqualification of S-l. 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, the Company will not take any action or actions that prevent or disqualify
the Company’s use of Form S-l (or other appropriate form) for the registration of the shares of Common Stock issuable upon
exercise of the Warrants under the Act.
3.31 Right of First Refusal. The Company agrees that if the Firm Units are sold in accordance with the terms of this Underwriting
Agreement, for a period beginning on the closing of this Offering and ending on the later of 24 months after the closing of this
Offering and 12 months after the consummation of our initial Business Combination, the Company shall grant the Representative
the right of first refusal to act as, (i) exclusive financial advisor in connection with all of the Company’s proposed Business
Combinations for a fee of up to 3.5% of the proceeds of this Offering (subject to the Company’s right to allocate up to
50% of such fee to another financial institution in the Company’s sole discretion), and (ii) sole investment banker, sole
book-runner, sole financial advisor, sole underwriter and/or sole placement agent, at the Representative’s sole and exclusive
discretion, for each and every future public and private equity and debt offering, including all equity linked financings, during
such period, (each, a “Subject Transaction”), of the Company or any successor to the Company or any of the
Company’s subsidiaries, on terms agreed to by both the Company and the Representative in good faith (the “Right
of First Refusal”). In accordance with FINRA Rule 5110(g)(6), such Right of First Refusal shall not have a duration
of more than three years from the effective date of the Registration Statement. The Company and any subsidiary or successor shall
notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing
written notice thereof by registered mail or overnight courier service addressed to the Representative. If the Representative
fails to exercise its Right of First Refusal with respect to a Subject Transaction within ten (10) Business Days after the mailing
of such written notice shall have no further claim or right with respect to such Subject Transaction. The Representative may elect,
in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided
that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with
respect to any other Subject Transaction. The Company and the Representative shall make commercially reasonable efforts to agree
on the terms of the Subject Transaction (including Representative’s compensation thereunder) in good faith within 10 business
days after the acceptance of the Right of First Refusal by the Representative.
4. Conditions of Underwriters’ Obligations. The obligations of the Underwriters to purchase and pay for the Units, as
provided herein, shall be subject to the continuing accuracy of the representations and warranties of the Company as of the date
hereof and as of each of the Closing Date and the Option Closing Date, if any, to the accuracy of the statements of officers of
the Company made pursuant to the provisions hereof and to the performance by the Company of its obligations hereunder and to the
following conditions:
4.1 Regulatory Matters.
4.1.1 Effectiveness
of Registration Statement. The Registration Statement shall have become effective not later than 5:00 p.m., New York time,
on the date of this Agreement or such later date and time as shall be consented to in writing by the Representative.
4.1.2 FINRA Clearance. By the Effective Date, the Underwriters shall have received clearance from FINRA as to the amount of compensation
allowable or payable to the Underwriters as described in the Registration Statement.
4.1.3 No Commission Stop Order. At the Closing Date and on each Option Closing Date, if any, the Commission has not issued any
order or threatened to issue any order preventing or suspending the use of any Preliminary Prospectus, the Prospectus or any part
thereof, and has not instituted or, to the Company’s knowledge, assuming reasonable inquiry, threatened to institute any
proceedings with respect to such an order.
4.1.4 NYSE. The Securities shall have been approved for listing on the NYSE, subject to official notice of issuance and evidence
of satisfactory distribution, satisfactory evidence of which shall have been provided to the Representative.
4.2 Company Counsel Matters.
4.2.1 Closing Date and Option Closing Date Opinions of Counsel. On the Closing Date and each Option Closing Date, if any, the
Representative shall have received the favorable opinions and negative assurance statements of Loeb & Loeb LLP, dated the
Closing Date or the Option Closing Date, as the case may be, addressed to the Representative, as representative for the several
Underwriters, and in form and substance satisfactory to the Representative and Blank Rome.
4.2.2 Reliance.
In rendering such opinions, such counsel 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. The opinions of counsel for the Company shall include
a statement to the effect that they may be relied upon by counsel for the Underwriters in its opinion delivered to the
Underwriters.
4.3 Comfort
Letter. At the time this Agreement is executed, and at the Closing Date and each 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 to the Representative from Plante dated, respectively, as of the date of this Agreement and as of
the Closing Date and Option Closing Date.
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 (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may
be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by
this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing
Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date
and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the
Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such
other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably
request.
4.4.2 Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall
have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date
or the Option Date, as the case may be, respectively, certifying (i) that the Charter Documents are true and complete, have not
been modified and are in full force and effect, (ii) that the resolutions of the Company’s Board of Directors relating to
the public offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) as to the accuracy
and completeness of all correspondence between the Company or its counsel and the Commission, (iv) as to the accuracy and completeness
of all correspondence between the Company or its counsel and the NYSE 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 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.
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(d)) any such settlement is effected with the written consent of the Company,
which consent shall not unreasonably be delayed, conditioned or withheld; and
(c) against any and all 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 (i) or (ii) above; provided,
however, that the foregoing 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 (as defined below).
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 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 Offered Shares (before deducting expenses)
received by the Company bear to the total compensation received by the Underwriters (before deducting expenses) from the sale
of Units on behalf of the Company. If, but only if, the allocation provided by the foregoing sentence is not permitted by applicable
law, the allocation of contribution shall be made in such proportion as is appropriate to reflect not only the relative benefits
referred to in the foregoing sentence but also the relative fault of the Company, on the one hand, and the Underwriters, on the
other hand, with respect to the statements or omission that resulted in such loss, claim, liability, expense or damage, or action
in respect thereof, as well as any other relevant equitable considerations with respect to such offering. Such relative fault
shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or
omission or alleged omission to state a material fact relates to information supplied by the Company or the Underwriters, the
intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement
or omission. The Company and the Underwriters agree that it would not be just and equitable if contributions pursuant to this
Section 5.2 were to be determined by pro rata allocation or by any other method of allocation that does not take into account
the equitable considerations referred to herein. The amount paid or payable by an indemnified party as a result of the loss, claim,
liability, expense or damage, or action in respect thereof, referred to above in this Section 5.2 shall be deemed to include,
for the purpose of this Section 5.2, any legal or other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim to the extent consistent with Section 5.1.3. Notwithstanding the foregoing
provisions of Section 5.1 and this Section 5.2, the Underwriters shall not be required to contribute any amount in excess of the
commissions actually received by it under this Agreement and no person found guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section 5.2, any person who controls a party to this Agreement within the meaning of the
Securities Act, any affiliates of the respective Underwriters and any officers, directors, partners, employees or agents of the
Underwriters or their respective affiliates, will have the same rights to contribution as that party, and each director of the
Company and each officer of the Company who signed the Registration Statement will have the same rights to contribution as the
Company, subject in each case to the provisions hereof. Any party entitled to contribution, promptly after receipt of notice of
commencement of any action against such party in respect of which a claim for contribution may be made under this Section 5.2,
will notify any such party or parties from whom contribution may be sought, but the omission to so notify will not relieve that
party or parties from whom contribution may be sought from any other obligation it or they may have under this Section 5.2 except
to the extent that the failure to so notify such other party materially prejudiced the substantive rights or defenses of the party
from whom contribution is sought. Except for a settlement entered into pursuant to the last sentence of Section 5.1.3, no party
will be liable for contribution with respect to any action or claim settled without its written consent if such consent is required
pursuant to Section 5.1.3.
6. Default by an Underwriter.
6.1 Default Not Exceeding 10% of Firm Units. If any Underwriter or Underwriters shall default in its or their obligations to
purchase the Firm Units and if the number of the Firm Units with respect to which such default relates does not exceed in the
aggregate 10% of the number of Firm Units that all Underwriters have agreed to purchase hereunder, then such Firm Units to which
the default relates shall be purchased by the non-defaulting Underwriters in proportion to their respective commitments hereunder.
6.2 Default
Exceeding 10% of Firm Units. In the event that the default addressed in Section 6.1 above relates to more than 10%
of the Firm Units, the Representative may, in their discretion, arrange for it or for another party or parties to purchase such
Firm Units to which such default relates on the terms contained herein. If within one (1) Business Day after such default relating
to more than 10% of the Firm Units the Representative does not arrange for the purchase of such Firm Units, then the Company shall
be entitled to a further period of one (1) Business Day within which to procure another party or parties satisfactory to the Representative
to purchase said Firm Units on such terms. In the event that neither the Representative nor the Company arrange for the purchase
of the Firm Units to which a default relates as provided in this Section 6, this Agreement may be terminated by the Representative
or the Company without liability on the part of the Company (except as provided in Sections 3.10.5, and 93 hereof)
or the several Underwriters (except as provided in Section 5 hereof); provided that nothing herein shall relieve
a defaulting Underwriter of its liability, if any, to the other several Underwriters and to the Company for damages occasioned
by its default hereunder.
6.3 Postponement of Closing Date. In the event that the Firm Units to which the default relates are to be purchased by the
non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representative or the Company
shall have the right to postpone the Closing Date for a reasonable period, but not in any event exceeding five (5) Business Days,
in order to effect whatever changes may thereby be made necessary in the Registration Statement and/or the Prospectus, as the
case may be, or in any other documents and arrangements, and the Company agrees to file promptly any amendment to, or to supplement,
the Registration Statement and/or the Prospectus, as the case may be, that in the reasonable opinion of counsel for the Underwriters
may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any party substituted
under this Section 6 with like effect as if it had originally been a party to this Agreement with respect to such securities.
7. Additional Covenants.
7.1 Additional Shares or Options. The Company hereby agrees that until the consummation of a Business Combination, it shall
not issue any shares of Common Stock or any options or other securities convertible into or exercisable for Common Stock, 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 Common Stock 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 $101,000,000 (without
giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Stockholders and that, except for a
portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account
only (i) to the Public Stockholders in the event they elect to redeem shares of Common Stock contained in the Public Securities
in connection with the consummation of a Business Combination, (ii) to the Public Stockholders if the Company fails to consummate
a Business Combination within the time period set forth in the Charter Documents, or (iii) to the Company after or concurrently
with the consummation of a Business Combination and (b) for and in consideration of the Company (i) agreeing to evaluate such
Target Business for purposes of consummating a Business Combination with it or (ii) agreeing to engage the services of the vendor,
as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind
in or to any monies in the Trust Account (“Claim”) and waives any Claim it may have in the future as a result
of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust
Account for any reason whatsoever. The Company may forego obtaining such waivers only if the Company shall have received the approval
of its Chief Executive Officer and the approving vote of at least a majority of its Board of Directors.
7.3 Insider Letters. The Company shall not take any action or omit to take any action which would cause a breach of any of
the Insider Letters and will not allow any amendments to, or waivers of, such Insider Letters without the prior written consent
of the Representative, which consent shall not be unreasonably withheld.
7.4 Rule 419. The Company agrees that it will use its best efforts to prevent the Company from becoming subject to Rule 419
under the Act prior to the consummation of any Business Combination, including but not limited to using its best efforts to prevent
any of the Company’s outstanding securities from being deemed to be a “penny stock” as defined in Rule 3a- 51-l
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). The fair market value of such business must be determined by the Board of Directors of the
Company based upon standards generally accepted by the financial community, such as actual and potential sales, earnings, cash
flow and book value. If the Board of Directors of the Company is not able to independently determine that the target business
meets such fair market value requirement, the Company will obtain an opinion from an independent investment banking firm or another
independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. The Company is
not required to obtain an opinion as to the fair market value if the Company’s Board of Directors independently determines
that the Target Business does have sufficient fair market value.
8. Representations
and Agreements to Survive Delivery. Except as the context otherwise requires, all representations, warranties and
agreements contained in this Agreement shall be deemed to be representations, warranties and agreements as of the Closing
Date or the Option Closing Date, if any, and such representations, warranties and agreements of the Underwriters and the
Company, including the indemnity agreements contained in Section 5 hereof, shall remain operative and in full force
and effect regardless of any investigation made by or on behalf of the Underwriters, the Company, and shall survive
termination of this Agreement or the issuance and delivery of the Public Securities to the Underwriters until the earlier of
the expiration of any applicable statute of limitations and the seventh (7th) anniversary of the later of the Closing Date or
the Option Closing Date, if any, at which time the representations, warranties and agreements shall terminate and be of no
further force and effect.
9. Effective Date of This Agreement and Termination Thereof.
9.1 Effective Date. This Agreement shall become effective on the Effective Date at the time the Registration Statement is declared
effective by the Commission.
9.2 Termination.
The Representative shall have the right to terminate this Agreement at any time prior to the Closing Date, (i) if any
domestic or international event or act or occurrence has materially disrupted, or in the Representative’s opinion will
in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on the NYSE,
the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market or quoted on the
over the counter market shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum
ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required
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 or malicious act which,
whether or not such loss shall have been insured, will, in the Representative’s sole opinion, make it inadvisable to
proceed with the delivery of the Units, or (vii) if the Company is in material breach of any of its representations,
warranties or covenants hereunder, or (viii) if the Representative shall have become aware after the date hereof of such a
material adverse change in the conditions of the Company, or such adverse material change in general market
conditions, including without limitation as a result of terrorist activities after the date hereof, as in the
Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the
Units or to enforce contracts made by the Underwriters for the sale of the Public Securities.
9.3 Expenses.
If this Agreement shall be terminated pursuant to Section 6 hereof, the Company shall not then be under any liability to any Underwriter;
but, if for any other reason, any Units are not delivered by or on behalf of the Company as provided herein or the Underwriters
decline to purchase the Units for any reason permitted under this Agreement, 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 accountable 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 reasonable and accountable costs and expenses incurred in connection with enforcing any provisions
of this Agreement.
9.4 Indemnification. Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination
of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any
way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.
10. Miscellaneous.
10.1 Notices. All communications hereunder, except as herein otherwise specifically provided, shall be in writing and shall
be mailed, delivered by hand or reputable overnight courier or delivered by electronic mail or facsimile 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:
ThinkEquity,
a division of Fordham Financial Management, Inc.
17
State Street, 22nd Floor
New
York, New York 10004
Attention: Mr. Eric Lord, Head of Investment Banking
E-mail: el@think-equity.com
Copy
(which copy shall not constitute notice) to:
Blank
Rome LLP
1271 Avenue of the Americas
New York, New York 10020
Attention: Brad L. Shiffman, Esq.
Facsimile:
(917) 332-3725
E-mail: Bshiffman@blankrome.com
If to the Company:
Aldel
Financial Inc.
105 S. Maple Street
Itasca, Illinois 60143
Attn: Hassan Baqar
Facsimile:
N/A
Email: hbaqar@sequoiafinancial.com
Copy (which copy shall not constitute notice) to:
Loeb
& Loeb LLP
345 Park Avenue
New
York, New York 10154
Attn: Mitchell S. Nussbaum
Facsimile: (212) 407-4990
Email:
mnussbaum@loeb.com
10.2 Headings. The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way
limit or affect the meaning or interpretation of any of the terms or provisions of this Agreement.
10.3 Amendment. This Agreement may only be amended by a written instrument executed by each of the parties hereto.
10.4 Entire Agreement. This Agreement (together with the other agreements and documents being delivered pursuant to or in connection
with this Agreement) constitute the entire agreement of the parties hereto with respect to the subject matter hereof and thereof,
and supersede all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.
10.5 Binding Effect. This Agreement shall inure solely to the benefit of and shall be binding upon the Representative, the Underwriters,
the Company, directors, agents, partners, members, employees and officers referred to in Section 5 hereof, and their respective
successors, legal representatives and assigns, and no other person shall have or be construed to have any legal or equitable right,
remedy or claim under or in respect of or by virtue of this Agreement or any provisions herein contained. The term “successors
and assigns” shall not include a purchaser, in its capacity as such, of securities from the Underwriters.
10.6 Waiver of Immunity. To the extent that the Company may be entitled in any jurisdiction in which judicial proceedings may
at any time be commenced hereunder, to claim for itself or its revenues or assets any immunity, including sovereign immunity,
from suit, jurisdiction, attachment in aid of execution of a judgment or prior to a judgment, execution of a judgment or any other
legal process with respect to its obligations hereunder and to the extent that in any such jurisdiction there may be attributed
to the Company such an immunity (whether or not claimed), the Company hereby irrevocably agrees not to claim and irrevocably waives
such immunity to the maximum extent permitted by law.
10.7 Submission
to Jurisdiction. Each of the Company and the Representative irrevocably submit to the nonexclusive jurisdiction of any New
York State or United States Federal court sitting in The City of New York, Borough of Manhattan, over any suit, action or proceeding
arising out of or relating to this Agreement, the Registration Statement, the 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
10.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative
in any action, proceeding or claim. Each of the Company and the Representative waives, to the fullest extent permitted by law,
any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action
based on this Agreement may be instituted 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.
10.8 Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State
of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws
of another jurisdiction.
10.9 Execution in Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto
in separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one
and the same agreement, and shall become effective when one or more counterparts has been signed by each of the parties hereto
and delivered to each of the other parties hereto. Delivery of a signed counterpart of this Agreement by facsimile or email/pdf
transmission shall constitute valid and sufficient delivery thereof.
10.10 Waiver.
The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or
construed to be a waiver of any such provision, nor to in any way affect the validity of this Agreement or any provision hereof
or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach,
non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written
instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such
breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, noncompliance
or non-fulfillment.
10.11 No
Fiduciary Relationship. The Company acknowledges and agrees that (i) the purchase and sale of the Units
pursuant to this Agreement is an arm’s-length commercial transaction pursuant to a contractual relationship between the
Company and the Underwriters, (ii) in connection therewith and with the process leading to such transaction, each
Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) the Underwriters have not
assumed an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or
the process leading thereto (irrespective of whether the Underwriters have advised or are currently advising the Company on
other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement, (iv) in
no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management,
stockholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have
undertaken in furtherance of this offering of the Company’s securities, either before or after the date hereof and (v)
the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Underwriters hereby
expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions
contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its
understanding and agreement to that effect. The Company agrees that it will not claim that the Underwriters have rendered
advisory services of any nature or respect, or owe a fiduciary or similar duty to the Company, in connection with such
transaction or the process leading thereto. The Company and the Underwriters agree that they are each responsible for making
their own independent judgment with respect to any such transactions, and that any opinions or views expressed by the
Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to
the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The
Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the
Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with
the transactions contemplated by this Agreement or any matters leading up to such transactions.
[Remainder
of page intentionally left blank]
If
the foregoing correctly sets forth the understanding between the Underwriters and the Company,
please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between
us.
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Very truly yours, |
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ALDEL FINANCIAL INC. |
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By: |
/s/
Robert I. Kauffman |
| |
Name: Robert I. Kauffman |
| |
Title: Chief Executive Officer |
Accepted on the date first above
written.
THINKEQUITY,
A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC.
| By: |
/s/ Eric Lord |
|
| Name: Eric Lord |
|
| Title: Head of
Investment Banking |
|
,
as Representative
of
the several underwriters
[Signature
page to Underwriting Agreement, dated April 8, 2021]
SCHEDULE
A
ALDEL
FINANCIAL INC.
10,000,000
Units
| Underwriter |
|
Number
of Firm Units to be Purchased |
ThinkEquity,
a division of Fordham Financial Management, Inc. |
|
7,000,000
|
| Bancroft Capital
LLC |
|
1,000,000 |
| ViewTrade Securities
Inc. |
|
1,000,000 |
| Ingalls & Snyder
LLC |
|
500,000 |
| R.F. Lafferty &
Co. Inc. |
|
500,000 |
TOTAL |
|
10,000,000
|
SCHEDULE
B
