Exhibit
1.1
6,000,000
Units
ALPHATIME
ACQUISITION CORP
UNDERWRITING
AGREEMENT
December
[ ], 2022
Chardan
Capital Markets, LLC
17 State Street, Suite 2100
New York, New York 10004
As Representative of the Underwriters named on Schedule A hereto
Ladies
and Gentlemen:
The
undersigned, AlphaTime Acquisition Corp, a Cayman Islands exempted company (“Company”), hereby confirms its agreement
with Chardan Capital Markets, LLC (hereinafter referred to as “you”, “Chardan”, or as the “Representative”)
and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and
the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”),
as follows:
1.
Purchase and Sale of Securities.
1.1
Firm Securities.
1.1.1
Purchase of Firm Units. On the basis of the representations and warranties herein contained, but subject to the terms and conditions
set forth herein, the Company agrees to issue and sell, severally and not jointly, to the several Underwriters, an aggregate of 6,000,000 units
(the “Firm Units”) of the Company at a purchase price (net of discounts and commissions, including the Deferred Underwriting
Commission described in Section 1.3 below) of $9.40 per Firm Unit. The Underwriters, severally and not jointly, agree to
purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule A attached hereto and
made a part hereof at a purchase price (net of discounts and commissions, including the Deferred Underwriting Commission described in
Section 1.3 below) of $9.40 per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to
be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit
consists of one (1) ordinary share of the Company (“Ordinary Share”), one (1) redeemable warrant (the “Warrant(s)”),
each Warrant entitling the holder thereof to purchase one (1) Ordinary Share, and one (1) right (the “Right(s)”) to
receive one-tenth of one Ordinary Share upon the consummation of a Business Combination (as defined below). The Ordinary Shares, the
Rights and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th day after
the date that the Registration Statement (as defined below) becomes effective (the “Effective Date”) or the announcement
by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report
on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balance sheet reflecting the
Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will
begin.
In
no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt
by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission on a Form 8-K or similar
form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading
shall begin. Each Warrant entitles the holder to purchase one Ordinary Share at a price of $11.50 per share during the period commencing
on the later of (a) 30 days after the completion of a Business Combination (as defined below), or (b) twelve (12) months from the closing
of the Offering, and terminating at 5:00 p.m., New York City time, five (5) years after the completion of the initial Business Combination
or earlier upon redemption or liquidation. Each Right entitles the holder to receive one-tenth (1/10) of one Ordinary Share upon the
closing of a Business Combination. As used herein, the term “Business Combination” shall mean any acquisition by share
exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual
arrangements with, or engaging in any other similar business combination with one or more businesses or entities by the Company. The
Company has the right to redeem the Warrants, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any
time after the Warrants become exercisable; so long as the last sales price of the Ordinary Shares has been at least $16.50 per share
for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day
on which notice is given (“Force-Call Redemption”). As used herein, the term “Business Day” shall
mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.
1.1.2
Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd)
Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective
Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York City time) or at such earlier time as shall
be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon
by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the
“Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing
Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer
in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $61,080,000 ($70,242,000
if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.18 per Unit, of the proceeds received
by the Company for the Firm Units and from the Private Placement (as defined in Section 1.5) shall be deposited in the trust
account established by the Company for the benefit of the public shareholders as described in the Registration Statement (the “Trust
Account”) pursuant to the terms of an investment management trust agreement (the “Trust Agreement”) by and
between the Company and American Stock Transfer & Trust Company. Such amount includes an aggregate of up to $2,100,000 (or up to
$2,415,000 if the Over-allotment Option is exercised in full), or $0.35 per Unit, payable to Chardan as a Deferred Underwriting Commission
in accordance with, and subject to adjustment pursuant to, Section 1.3 hereof, to be placed by the Underwriters in the Trust
Account. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement)
shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to
the Underwriters) representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”))
for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as
the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative
to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not
be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.
1.2
Over-Allotment Option.
1.2.1
Option Units. For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Units, the
Underwriters are hereby granted, severally and not jointly, an option to purchase up to an additional 900,000 units from the Company
(the “Over-allotment Option”). Such additional 900,000 units shall be identical in all respects to the Firm Units
and are hereinafter referred to as “Option Units.” The Firm Units and the Option Units are hereinafter collectively
referred to as the “Units,” and the Units, the Ordinary Shares, the Rights and Warrants included in the Units and
the Ordinary Shares issuable upon conversion of the Rights and exercise of the Warrants are hereinafter referred to collectively as the
“Public Securities.” The purchase price to be paid for the Option Units (net of discounts and commissions, including
the Deferred Underwriting Commission described in Section 1.3 below) will be $9.40 per Option Unit. The Option Units are
to be offered initially to the public at the offering price of $10.00 per Option Unit.
1.2.2
Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative
as to all (at any time) or any part (from time to time) of the Option Units within forty-five (45) days after the Effective Date. The
Underwriters will not be under any obligation to purchase any Option Units prior to the exercise of the Over-allotment Option. The Over-allotment
Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in
writing by overnight mail, facsimile transmission or e-mail transmission setting forth the number of Option Units to be purchased and
the date and time for delivery of and payment for the Option Units, if other than the Closing Date, which will not be later than five
(5) Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the
offices of the Representative or at such other place or in such other manner as shall be agreed upon by the Company and the Representative.
If such delivery and payment for the Option Units does not occur on the Closing Date, the date and time of the closing for such Option
Units will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment
Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the
Underwriters will become obligated to purchase, the number of Option Units specified in such notice.
1.2.3
Payment and Delivery. Delivery and payment for the Option Units shall be made at 10:00 AM, New York time, on the Option Closing Date
or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such
other place as shall be agreed upon by the Representative and the Company. Payment for the Option Units shall be made at the Representative’s
election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds,
by deposit of the sum of $9.40 per Option Unit in the Trust Account pursuant to the Trust Agreement upon delivery to the Representative
of certificates (in form and substance satisfactory to the Underwriters) representing the Option Units (or through the facilities of
DTC) for the account of the Underwriters. The Underwriters shall also place an aggregate of $0.35 per Option Unit (up to $2,415,000),
payable to the Representative, as Deferred Underwriting Commission, in accordance with Section 1.3 hereof, in the Trust Account.
The Option Units shall be registered in such name or names and in such authorized denominations as the Representative may request not
less than two (2) Business Days prior to the Closing Date or the Option Closing Date, as the case may be, and will be made available
to the Representative for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent
not less than one (1) full Business Day prior to such Closing Date or Option Closing Date.
1.3
Deferred Underwriting Commission. The Underwriters agree that 3.5% of the gross proceeds from the sale of the Firm Units ($2,100,000)
and 3.5% of the gross proceeds from the sale of the Option Units (up to $315,000) (the “Deferred Underwriting Commission”)
will be deposited in and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to Chardan
for its own account upon consummation of the Business Combination. The Deferred Underwriting Commission is due and payable only to Chardan.
In the event that the Company is unable to consummate a Business Combination and American Stock Transfer & Trust Company, as the
trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided
in the Trust Agreement, the Underwriters agree that: (i) the Underwriters hereby forfeit any rights or claims to the Deferred Underwriting
Commission any Underwriter may have; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the
Trust Account, shall be distributed on a pro-rata basis among the public shareholders.
1.4
Representative’s Purchase Option.
1.4.1
Purchase Option. As additional consideration, the Company hereby agrees to issue and sell to the Representative (and/or its designees)
on the Closing Date an option (“Representative’s Purchase Option”) for the purchase of an aggregate of 58,000
units (the “Representative’s Units”) for an aggregate purchase price of $100.00. The Representative’s
Purchase Option shall be exercisable, in whole or in part, at any time between (i) the closing of the Business Combination, and (ii)
five (5) years from the date of commencement of sales in the Offering, for cash or on a cashless basis, at an initial exercise price
per Representative’s Unit of $11.50, which is equal to one hundred and fifteen percent (115%) of the initial public offering price
of a Unit. The Representative’s Purchase Option, the Representative’s Units, the Ordinary Shares included in the Representative’s
Units, the Rights included in the Representative’s Units (the “Representative’s Rights”) and the Warrants
included in the Representative’s Units (the “Representative’s Warrants”) and the Ordinary Shares issuable
pursuant to the terms of the Representative’s Warrants and Representative’s Rights are hereinafter referred to collectively
as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter
referred to collectively as the “Securities.” The Representative understands and agrees that there are significant
restrictions against transferring the Representative’s Purchase Option for a period of one hundred and eighty (180) days immediately
folloiwng the Effective Date, as set forth in Section 3 of the Representative’s Purchase Option.
1.4.2
Delivery and Payment. Delivery and payment for the Representative’s Purchase Option shall be made on the Closing Date. The
Company shall deliver to the Representative (and/or its designees) upon payment therefor, certificates for the Representative’s
Purchase Option in the name or names and in such authorized denominations as the Representative may request.
1.5
Private Placement.
1.5.1
Placement Units. Simultaneously with the Closing, Alphamade Holding LP (“Alphamade” or the “Sponsor”)
shall purchase from the Company, pursuant to the Subscription Agreements (as defined in Section 2.24.2 hereof) an aggregate
of 370,500 units (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the
“Private Placement”). The Placement Units, the Ordinary Shares included in the Placement Units, the Rights included
in the Placement Units (the “Placement Rights”), the Warrants included in the Placement Units (the “Placement
Warrants”) and the Ordinary Shares underlying the Placement Rights and the Placement Warrants are hereinafter referred to collectively
as the “Placement Securities.” Each Placement Unit shall be identical to the Units sold in the Offering except that
the Placement Warrants shall be non-redeemable by the Company and may be exercised for cash or on a cashless basis, as described in the
Prospectus, in each case so long as the Placement Warrants continue to be held by the initial purchasers of the Placement Warrants or
their permitted transferees (as described in the Subscription Agreement and the Warrant Agreement (as defined in Section 2.22
hereof)). There will be no placement agent in the Private Placement and no party shall be entitled to a placement fee or expense
allowance from the sale of the Placement Securities.
1.5.2
Additional Placement Units. Simultaneously with the Option Closing, Alphamade shall purchase from the Company pursuant to the Subscription
Agreements (as defined in Section 2.24.2 hereof) an additional number of units (up to a maximum of 38,700 units in the aggregate),
pro rata with the percentage of the Over-allotment Option exercised by the Representative, so that at least $10.00 per Unit sold
to the public in the Offering is held in trust regardless of whether the over-allotment option is exercised in full or part (the “Additional
Placement Units”), at a purchase price of $10.00 per Additional Placement Unit in a private placement (the “Additional
Private Placement”). The Additional Placement Units, the Ordinary Shares included in the Additional Placement Units, the Rights
included in the Additional Placement Units (the “Additional Placement Rights”), the Warrants included in the Additional
Placement Units (the “Additional Placement Warrants”) and the Ordinary Shares issuable upon conversion of the Additional
Placement Rights and exercise of the Additional Placement Warrants are hereinafter referred to collectively as the “Additional
Placement Securities.” Each Additional Placement Unit shall be identical to the Units sold in the Offering except that the
Additional Placement Warrants shall be non-redeemable by the Company and may be exercised for cash or on a cashless basis, as described
in the Prospectus, in each case so long as the Additional Placement Warrants continue to be held by the initial purchasers of the Additional
Placement Warrants or their permitted transferees (as described in the Subscription Agreement and the Warrant Agreement (as defined in
Section 2.22 hereof)). There will be no placement agent in the Additional Private Placement and no party shall be entitled
to a placement fee or expense allowance from the sale of the Additional Placement Securities.
1.6
Founder Shares.
Pursuant
to the Securities Subscription Agreement, dated September 30, 2021 (the “Securities Subscription Agreement”), the
Company issued to the Sponsor an aggregate of 1,437,500 ordinary shares, par value $0.0001 per share (such shares, as well as the Ordinary
Shares issuable upon conversion thereof, where applicable, the “Founder Shares”) in a private placement for an aggregate
purchase price of $25,000 in cash. On January 8, 2022, the Sponsor acquired, at no cost, an aggregate of 287,500 Founder Shares, resulting
in the Sponsor holding an aggregate of 1,725,000 Founder Shares. Up to 225,000 shares of the Sponsor’s Founder Shares are subject
to forfeiture to the extent the Underwriters do not exercise their over-allotment option.
Concurrently
with the closing of the Offering, the Sponsor will sell 115,500 Founder Shares to the Representative or its designees, and simultaneusly
with the Option Closing, the Sponsor will sell an additional number of Founder Shares (up to a maximum of 17,325 additional Founder Shares
in the aggreate), pro rata with the percentage of the Over-allotment Option exercised by the Representative (all such shares,
collectively, the “Representative’s Shares”) for a purchase price of $2.00 per share. The Representative 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, or (ii) a bona fide officer or partner of the Representative or of any such underwriter or selected dealer. On and
after the 181st day following the Effective Date, transfers to others may be made subject to compliance with or exemptions from applicable
securities laws.
2.
Representations and Warranties of the Company. The Company represents and warrants to the Underwriters as follows:
2.1
Filing of Registration Statement.
2.1.1
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration
statement and an amendment or amendments thereto, on Form S-1 (File No. 333-268696), including any related preliminary prospectus (the
“Preliminary Prospectus”, including any prospectus that is included in the Registration Statement immediately prior
to the effectiveness of the Registration Statement), for the registration of the Public Securities under the Securities Act of 1933,
as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company
in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”)
of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General
Instructions to such Form, have been satisfied in all material respects. Except as the context may otherwise require, such registration
statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus,
financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information
deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration
Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable,
the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations
filed with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes
of this Agreement, “Time of Sale”, as used in the Act, means 5:00 p.m., New York City time, on the date of this Agreement.
If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under
the Securities Act registering the Securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified,
any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration
Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect
to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered under
the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered under
the Securities Act with the filing of such Rule 462(b) Registration Statement. The Registration Statement has been declared effective
by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative has determined
that at the Time of Sale the Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary
to make the statements therein, in light of the circumstances under which they were made, not misleading, and have agreed to provide
an opportunity to purchasers of the Units to terminate their old purchase contracts and enter into new purchase contracts, the Prospectus
will be deemed to include any additional information available to purchasers at the time of entry into the first such new purchase contract.
2.1.2
Pursuant to the Exchange Act. The Company has filed with the Commission a Form 8-A (Registration No. 001-[ ]), providing for the
registration under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of the Units, the Ordinary
Shares, the Rights and the Warrants. The registration of the Units, Ordinary Shares, the Rights and the Warrants under the Exchange Act
will be declared effective by the Commission on or prior to the Effective Date.
2.2
No Stop Orders, Etc. Neither the Commission nor, to the Company’s knowledge, any state regulatory authority has issued any
order or threatened to issue any order preventing or suspending the use of any Preliminary Prospectus or has instituted or, to the Company’s
knowledge, threatened to institute any proceedings with respect to such an order.
2.3
Disclosures in Registration Statement.
2.3.1
10b-5 Representation. At the time the Registration Statement became effective, upon the filing or first use (within the meaning of
the Regulations) of the Prospectus and at the Closing Date and the Option Closing Date, if any, the Registration Statement and the Prospectus
contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations,
and did or will in all material respects conform to the requirements of the Act and the Regulations. Neither the Registration Statement
nor any Preliminary Prospectus or the Prospectus, nor any amendment or supplement thereto, on their respective dates, did or will contain
any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements
therein (in the case of the Preliminary Prospectus and the Prospectus, in light of the circumstances under which they were made), not
misleading. When any Preliminary Prospectus was first filed with the Commission (whether filed as part of the Registration Statement
for the registration of the Securities or any amendment thereto or pursuant to Rule 424(a) of the Regulations) or first used (within
the meaning of the Regulations) and when any amendment thereof or supplement thereto was first filed with the Commission or first used
(within the meaning of the Regulations), such Preliminary Prospectus and any amendments thereof and supplements thereto complied or will
have been corrected in the Prospectus to comply in all material respects with the applicable provisions of the Act and the Regulations
and did not and will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein
or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The representation
and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity
with written information furnished to the Company with respect to the Underwriters by the Representative expressly for use in the Registration
Statement or Prospectus or any amendment thereof or supplement thereto. It is understood that the following identified statements set
forth in the Prospectus under the heading “Underwriting” constitute, for the purposes of this Agreement, information furnished
by the Representative with respect to the Underwriters: (i) the table of underwriters in the first paragraph of the “Underwriting”
section of the Prospectus and (ii) the “Underwriting—Regulatory Restrictions on Purchase of Securities” section of
the Prospectus.
2.3.2
Disclosure of Agreements. The agreements and documents described in the Registration Statement, the Preliminary Prospectus and the
Prospectus conform to the descriptions thereof contained therein and there are no agreements or other documents required to be described
in the Registration Statement, the Preliminary Prospectus or the Prospectus or to be filed with the Commission as exhibits to the Registration
Statement, that have not been so described or filed. Each agreement or other instrument (however characterized or described) to which
the Company is a party or by which its property or business is or may be bound or affected and (i) that is referred to in the Registration
Statement, Preliminary Prospectus or the Prospectus or attached as an exhibit thereto, or (ii) is material to the Company’s business,
has been duly and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the
Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability
may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability
of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy
of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion
of the court before which any proceeding therefor may be brought, and none of such agreements or instruments has been assigned by the
Company, and neither the Company nor, to the Company’s knowledge, any other party is in breach or default thereunder and, to the
Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a breach
or default thereunder. To the Company’s knowledge, performance by the Company of the material provisions of such agreements or
instruments will not result in a material violation of any existing applicable law, rule, regulation, judgment, order or decree of any
governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses, including,
without limitation, those relating to environmental laws and regulations.
2.3.3
Prior Securities Transactions. No securities of the Company have been sold by the Company or by or on behalf of, or for the benefit
of, any person or persons controlling, controlled by, or under common control with the Company since the date of the Company’s
formation, except as disclosed in the Registration Statement.
2.3.4
Regulations. The disclosures in the Registration Statement, the Preliminary Prospectus and the Prospectus concerning the effects
of Federal, state and local regulation on the Company’s business as currently contemplated fairly summarize, to the Company’s
knowledge, such effects and do not omit to state a material fact necessary to make the statements therein, in light of the circumstances
in which they were made, not misleading.
2.4
Changes After Dates in Registration Statement.
2.4.1
No Material Adverse Change. Except as contemplated in the Prospectus or specifically stated therein, since the respective dates as
of which information is given in the Registration Statement, any Preliminary Prospectus and/or the Prospectus: (i) there has been no
material adverse change in the condition, financial or otherwise, or business prospects of the Company; (ii) there have been no material
transactions entered into by the Company, other than as contemplated pursuant to this Agreement; (iii) no member of the Company’s
board of directors or management has resigned from any position with the Company and (iv) no event or occurrence has taken place which
materially impairs, or would likely materially impair, with the passage of time, the ability of the members of the Company’s board
of directors or management to act in their capacities with the Company as described in the Registration Statement and the Prospectus.
2.4.2
Recent Securities Transactions, Etc. Except as contemplated in the Prospectus, subsequent to the respective dates as of which information
is given in the Registration Statement and the Prospectus, and except as may otherwise be indicated or contemplated herein or therein,
the Company has not: (i) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money; or
(ii) declared or paid any dividend or made any other distribution on or in respect to its capital stock.
2.5
Independent Accountants. To the Company’s knowledge, UHY LLP (“UHY”), whose report is filed with the
Commission as part of the Registration Statement and included in the Registration Statement, the Preliminary Prospectus and the Prospectus,
are independent accountants as required by the Act and the Regulations and the Public Company Accounting Oversight Board (including the
rules and regulations promulgated by such entity, the “PCAOB”). To the Company’s knowledge, UHY is duly registered
and in good standing with the PCAOB. UHY has not, during the periods covered by the financial statements included in the Registration
Statement and the Prospectus, provided to the Company any non-audit services, as such term is used in Section 10A(g) of the Exchange
Act.
2.6
Financial Statements; Statistical Data.
2.6.1
Financial Statements. The financial statements, including the notes thereto and supporting schedules included in the Registration
Statement, the Preliminary Prospectus and the Prospectus fairly present the financial position and the results of operations of the Company
at the dates and for the periods to which they apply; and such financial statements have been prepared in conformity with generally accepted
accounting principles, consistently applied throughout the periods involved; and the supporting schedules included in the Registration
Statement present fairly the information required to be stated therein. To the Company’s knowledge, no other financial statements
or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the Preliminary Prospectus
or the Prospectus. The Registration Statement, the Preliminary Prospectus and the Prospectus disclose all material off-balance sheet
transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated
entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial
condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses.
To the Company’s knowledge, there are no pro forma or as adjusted financial statements which are required to be included in the
Registration Statement and the Prospectus in accordance with Regulation S-X which have not been included as so required.
2.6.2
Statistical Data. The statistical, industry-related and market-related data included in the Registration Statement, the Preliminary
Prospectus and the Prospectus, if any, are based on or derived from sources which the Company reasonably and in good faith believes are
reliable and accurate, and such data agree with the sources from which they are derived.
2.7
Authorized Capital; Options, Etc. The Company had at the date or dates indicated in the Registration Statement, the Preliminary
Prospectus and the Prospectus, as the case may be, duly authorized, issued and outstanding capitalization as set forth in the Registration
Statement, the Preliminary Prospectus and the Prospectus. Based on the assumptions stated in the Registration Statement, the Preliminary
Prospectus and the Prospectus, the Company will have on the Closing Date the adjusted stock capitalization set forth therein. Except
as set forth in, or contemplated by, the Registration Statement, the Preliminary Prospectus and the Prospectus, on the Effective Date
of the Prospectus and on the Closing Date and the Option Closing Date, if any, there will be no options, warrants, or other rights to
purchase or otherwise acquire any authorized, but unissued Ordinary Shares of the Company or any security convertible into Ordinary Shares
of the Company, or any contracts or commitments to issue or sell Ordinary Shares or any such options, warrants, rights or convertible
securities.
2.8
Valid Issuance of Securities, Etc.
2.8.1
Outstanding Securities. All issued and outstanding securities of the Company (including, without limitation, the Placement Securities
and the Additional Placement Securities) have been duly authorized and validly issued and are fully paid and non-assessable; the holders
thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders;
and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar
contractual rights granted by the Company. The Public Securities conform in all material respects to all statements relating thereto
contained in the Registration Statement, the Preliminary Prospectus and the Prospectus. Subject to the disclosure contained in the Registration
Statement, the Preliminary Prospectus and the Prospectus with respect to the Placement Securities and the Additional Placement Securities,
the offers and sales of the outstanding Ordinary Shares 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 Ordinary Shares,
exempt from such registration requirements.
2.8.2
Securities Sold. The Securities have been duly authorized and reserved for issuance and when issued and paid for, will be validly
issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such
holders; the Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar
contractual rights granted by the Company; and all corporate actions required to be taken for the authorization, issuance and sale of
the Securities have been duly and validly taken. The Securities conform in all material respects to all statements with respect thereto
contained in the Registration Statement, the Preliminary Prospectus and the Prospectus, as the case may be. When issued, the Representative’s
Purchase Option, the Representative’s Rights and the Representative’s Warrants will constitute valid and binding obligations
of the Company to issue and sell, upon exercise thereof and payment of the respective exercise prices therefor, the number and type of
securities of the Company called for thereby in accordance with the terms thereof and such Representative’s Purchase Option, Representative’s
Rights and Representative’s 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 federal and state securities laws; and (iii)
that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and
to the discretion of the court before which any proceeding therefor may be brought. The Ordinary Shares underlying the Representative’s
Purchase Option, the Representative’s Rights and the Representative’s Warrants have been reserved for issuance upon the exercise
of the Representative’s Purchase Option and the Representative’s Warrants and upon the conversion of the Representative’s
Rights, respectively, and, when issued in accordance with the terms of such securities, will be duly and validly authorized, validly
issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such
holders.
2.8.3
Placement Securities. The Placement Securities and the Additional Placement Securities have been duly authorized and reserved for
issuance and when issued and paid for, will be validly issued, fully paid and non-assessable; the Placement Securities and the Additional
Placement Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar
contractual rights granted by the Company; and all corporate actions required to be taken for the authorization, issuance and sale of
the Placement Securities and the Additional Placement Securities have been duly and validly taken. When issued, the Placement Warrants,
the Placement Rights, the Additional Placement Warrants and the Additional Placement Rights will constitute valid and binding obligations
of the Company to issue and sell, upon exercise thereof and payment of the exercise price therefor, the number and type of securities
of the Company called for thereby in accordance with the terms thereof, and such Placement Warrants, Placement Rights, the Additional
Placement Warrants and the Additional Placement Rights are enforceable against the Company in accordance with their respective terms,
except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’
rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under federal and state securities
laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable
defenses and to the discretion of the court before which any proceeding therefor may be brought. The Ordinary Shares underlying the Placement
Warrants, the Placement Rights, the Additional Placement Warrants and the Additional Placement Rights have been reserved for issuance
upon the exercise of the Placement Warrants and the Additional Placement Warrants and upon conversion of the Placement Rights and the
Additional Placement Rights, when issued in accordance with the terms of the Placement Warrants, the Placement Rights, the Additional
Placement Warrants and the Additional Placement Rights, will be duly and validly authorized, validly issued, fully paid and non-assessable,
and the holders thereof are not and will not be subject to personal liability by reason of being such holders.
2.8.4
No Integration. Subject to the disclosure contained in the Registration Statement, the Preliminary Prospectus and/or the Prospectus
with respect to the Placement Securities, neither the Company nor any of its affiliates has, prior to the date hereof, made any offer
or sale of any securities which are required to be “integrated” pursuant to the Act or the Regulations with the offer and
sale of the Public Securities pursuant to the Registration Statement.
2.9
Registration Rights of Third Parties. Except as set forth in the Registration Statement, the Preliminary Prospectus or the Prospectus,
no holders of any securities of the Company or any rights exercisable for or convertible or exchangeable into securities of the Company
have the right to require the Company to register any such securities of the Company under the Act or to include any such securities
in a registration statement to be filed by the Company.
2.10
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 hereof),
the Trust Agreement, the Services Agreement (as defined in Section 3.5.2 hereof), the Subscription Agreements (as defined
in Section 2.24.2 hereof), the Rights Agreement (as defined in Section 2.23), the Registration Rights Agreement (as
defined in Section 2.24.3 hereof) and the Escrow Agreement (as defined in Section 2.24.4 hereof) have been duly
and validly authorized by the Company and constitute valid and binding agreements of the Company, enforceable against the Company in
accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or
similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may
be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms
of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor
may be brought.
2.11
No Conflicts, Etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement, the Rights
Agreement, the Representative’s Purchase Option, the Trust Agreement, the Services Agreement, the Subscription Agreements, the
Registration Rights Agreement and the Escrow Agreement, the consummation by the Company of the transactions herein and therein contemplated
and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the
lapse of time or both: (i) result in a material breach of, or conflict with any of the terms and provisions of, or constitute a material
default under, or result in the creation, modification, termination or imposition of any material lien, charge or encumbrance upon any
property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party; (ii) result in
any material violation of the provisions of the memorandum and articles of association of the Company; or (iii) materially violate any
existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having
jurisdiction over the Company or any of its properties or business.
2.12
No Defaults; Violations. No material default exists in the due performance and observance of any term, covenant or condition of
any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument
evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company is a party or by which
the Company may be bound or to which any of the properties or assets of the Company is subject. The Company is not in violation of any
material agreement, license, permit, applicable law, rule, regulation, judgment or decree of any governmental agency or court, domestic
or foreign, having jurisdiction over the Company or any of its properties or businesses, except for such violations which would not reasonably
be expected to have a material adverse effect on the Company. The Company is not in violation of any term or provision of its memorandum
and articles of association.
2.13
Corporate Power; Licenses; Consents.
2.13.1
Conduct of Business. The Company has all requisite corporate power and authority, and has all necessary authorizations, approvals,
orders, licenses, certificates and permits of and from all governmental regulatory officials and bodies that it needs as of the date
hereof to conduct its business for the purposes described in the Registration Statement, the Preliminary Prospectus and the Prospectus.
To the Company’s knowledge, the disclosures in the Registration Statement and the Prospectus concerning the effects of federal,
state and local regulation on the Offering and the Company’s business purpose as currently contemplated are correct in all material
respects and do not omit to state a material fact required to be stated therein or necessary in order to make the statements therein
(with respect to the Prospectus, in light of the circumstances under which they were made), not misleading. Since its formation, the
Company has conducted no business and has incurred no liabilities other than in connection with and in furtherance of the Offering.
2.13.2
Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out
the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been
obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body is required for the valid
issuance, sale and delivery of the Securities and the consummation of the transactions and agreements contemplated by this Agreement,
the Warrant Agreement, the Representative’s Purchase Option, the Trust Agreement, the Services Agreement, the Subscription Agreements,
and the Registration Rights Agreement and the Escrow Agreement and as contemplated by the Prospectus, except with respect to applicable
federal and state securities laws and the rules and regulations promulgated by the Financial Industry Regulatory Authority (“FINRA”).
2.14
D&O Questionnaires. To the Company’s knowledge, all information contained in the questionnaires (the “Questionnaires”)
completed by the Company’s shareholders immediately prior to the Offering (the “Initial Shareholders”) and each
of the Company’s officers and directors and provided to the Underwriters is true and correct and the Company has not become aware
of any information which would cause the information disclosed in the questionnaires completed by the Initial Shareholders and each officer
or director, to become inaccurate and incorrect.
2.15
Litigation; Governmental Proceedings. There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation or
governmental proceeding pending or, to the Company’s knowledge, threatened against, or involving the Company or, to the Company’s
knowledge, the Initial Shareholders, which has not been disclosed in the Registration Statement, the Questionnaires, the Preliminary
Prospectus and the Prospectus.
2.16
Good Standing. The Company has been duly organized, is validly existing and is in good standing under the laws of the Cayman Islands
and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or
lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material
adverse effect on the Company.
2.17
No Contemplation of a Business Combination. Prior to the date hereof, neither the Company, its officers and directors nor the
Initial Shareholders had, and as of the Closing, the Company and such officers and directors and Initial Shareholders will not have had:
(i) any specific Business Combination under consideration or contemplation; or (ii) any substantive interactions or discussions with
any target business regarding a possible Business Combination.
2.18
Transactions Affecting Disclosure to FINRA.
2.18.1
Except as described in the Preliminary Prospectus and/or the Prospectus, there are no claims, payments, arrangements, agreements or understandings
relating to the payment of a finder’s, consulting or origination fee by the Company or the Initial Shareholders 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, the Initial Shareholders that may affect the Underwriters’ compensation, as determined by FINRA.
2.18.2
The Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s fee,
consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons who
raised or provided capital to the Company; (ii) to any FINRA member; or (iii) to any person or entity that has any direct or indirect
affiliation or association with any FINRA member, within the twelve (12) months prior to the Effective Date, other than payments to the
Representative.
2.18.3
No officer, director, or beneficial owner of any class of the Company’s securities (whether debt or equity, registered or unregistered,
regardless of the time acquired or the source from which derived) (any such individual or entity, a “Company Affiliate”)
is a member, a person associated, or affiliated with a member of FINRA.
2.18.4
No Company Affiliate is an owner of stock or other securities of any member of FINRA (other than securities purchased on the open market).
2.18.5
No Company Affiliate has made a subordinated loan to any member of FINRA.
2.18.6
No proceeds from the sale of the Public Securities (excluding underwriting compensation) or the Placement Securities or Additional Placement
Securities will be paid to any FINRA member, or any persons associated or affiliated with a member of FINRA, except as specifically authorized
herein and in the Subscription Agreements.
2.18.7
The Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a potential
underwriter in the Offering or a related person (as defined by FINRA rules) of such an underwriter within the 180-day period prior to
the initial filing date of the Registration Statement.
2.18.8
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.
2.18.9
No FINRA member intending to participate in the Offering has a conflict of interest with the Company. For this purpose, a “conflict
of interest” exists when a member of FINRA and its associated persons, parent or affiliates in the aggregate beneficially own 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.
2.18.10
Except with respect to the Representative in connection with the Offering, the Company has not entered into any agreement or arrangement
(including, without limitation, any consulting agreement or any other type of agreement) during the 180-day period prior to the initial
filing date of the Registration Statement, which arrangement or agreement provides for the receipt of any item of value and/or the transfer
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 any related persons.
2.19
Foreign Corrupt Practices Act. Neither the Company nor the Initial Shareholders or any other person acting on behalf of the Company
has, directly or indirectly, given or agreed to give any money, gift or similar benefit (other than legal price concessions to customers
in the ordinary course of business) to any customer, supplier, employee or agent of a customer or supplier, or official or employee of
any governmental agency or instrumentality of any government (domestic or foreign) or any political party or candidate for office (domestic
or foreign) or any political party or candidate for office (domestic or foreign) or other person who was, is, or may be in a position
to help or hinder the business of the Company (or assist it in connection with any actual or proposed transaction) that: (i) might subject
the Company to any damage or penalty in any civil, criminal or governmental litigation or proceeding; (ii) if not given in the past,
might have had a material adverse effect on the assets, business or operations of the Company as reflected in any of the financial statements
contained in the Registration Statement, the Preliminary Prospectus and/or the Prospectus; or (iii) if not continued in the future, might
adversely affect the assets, business, operations or prospects of the Company. The Company’s internal accounting controls and procedures
are sufficient to cause the Company to comply with the Foreign Corrupt Practices Act of 1977, as amended.
2.20
Patriot Act. Neither the Company nor, to the Company’s knowledge, any officer, director or Initial Shareholder has violated:
(i) the Bank Secrecy Act, as amended; (ii) the Money Laundering Control Act of 1986, as amended; or (iii) the Uniting and Strengthening
of America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, and/or the rules
and regulations promulgated under any such law, or any successor law.
2.21
Officers’ Certificate. Any certificate signed by any duly authorized officer of the Company and delivered to the Representative
or to the Representative’s counsel shall be deemed a representation and warranty by the Company to the Underwriters as to the matters
covered thereby.
2.22
Warrant Agreement. The Company has entered into a warrant agreement with respect to the Warrants, the Representative’s Warrants,
the Placement Warrants and the Additional Placement Warrants with American Stock Transfer & Trust Company, substantially in the form
filed as an exhibit to the Registration Statement (the “Warrant Agreement”).
2.23
Rights Agreement. The Company has entered into a rights agreement with respect to the Rights, the Representative’s Rights,
the Placement Rights and the Additional Placement Rights with American Stock Transfer & Trust Company, substantially in the form
filed as an exhibit to the Registration Statement (the “Rights Agreement”).
2.24
Agreements with Officers, Directors and Initial Shareholders.
2.24.1
Insider Letters. The Company has caused to be duly executed legally binding and enforceable agreements (except: (i) as such enforceability
may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability
of any indemnification, contribution or non-compete provision may be limited under the federal and state securities laws; and (iii) that
the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to
the discretion of the court before which any proceeding therefor may be brought) annexed as exhibits to the Registration Statement (the
“Insider Letter”), pursuant to which each of the officers, directors and Initial Shareholders of the Company agree
to certain matters.
2.24.2
Subscription Agreements. Alphamade has executed and delivered an agreement, the form of which is attached as an exhibit to the Registration
Statement (the “Subscription Agreements”), pursuant to which Alphamade, among other things, will purchase an aggregate
of 370,500 Placement Units (or 409,200 Placement Units if the overallotment is exercised in full) in the Private Placement. Pursuant
to the Subscription Agreements, all of the proceeds from the sale of the Placement Units will be deposited by the Company in the Trust
Account in accordance with the terms of the Trust Agreement prior to the Closing.
2.24.3
Registration Rights Agreement. The Company and the Initial Shareholders have entered into a registration rights agreement (the “Registration
Rights Agreement”) substantially in the form annexed as an exhibit to the Registration Statement, whereby the parties will
be entitled to certain registration rights with respect to their securities, as set forth in such Registration Rights Agreement and described
more fully in the Registration Statement.
2.24.4
Escrow Agreement. The Company has caused the Initial Shareholders to enter into a securities escrow agreement (the “Escrow
Agreement”) with American Stock Transfer & Trust Company substantially in the form filed as an exhibit to the Registration
Statement, whereby the Founder Shares, Placement Units and any Additional Placement Units owned by the Initial Shareholders will be held
in escrow during the period in which they are subject to the transfer restrictions as set forth in the Prospectus. During such escrow
period, the Initial Shareholders shall be prohibited from selling or otherwise transferring such shares (except as otherwise set forth
in the Escrow Agreement) but will retain the right to vote any such Ordinary Shares. To the Company’s knowledge, the Escrow Agreement
is enforceable against each of the Initial Shareholders and will not, with or without the giving of notice or the lapse of time or both,
result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, any agreement or instrument
to which any of the Initial Shareholders is a party.
2.25
Investment Management Trust Agreement. The Company has entered into the Trust Agreement with respect to certain proceeds of the
Offering and the Private Placement substantially in the form filed as an exhibit to the Registration Statement.
2.26
Covenants Not to Compete. To the Company’s knowledge, the officers and directors of the Company are not subject to any non-competition
agreement or non-solicitation agreement with any employer or prior employer which could materially affect its ability to be an employee,
officer or director of the Company.
2.27
Investments. No more than 45% of the “value” (as defined in Section 2(a)(41) of the Investment Company Act of
1940, as amended (the “Investment Company Act”)) of the Company’s total assets consist of, and no more than
45% of the Company’s net income after taxes is derived from, securities other than “Government Securities” (as defined
in Section 2(a)(16) of the Investment Company Act).
2.28
Subsidiaries. The Company does not own an interest in any corporation, partnership, limited liability company, joint venture,
trust or other business entity.
2.29
Related Party Transactions. No relationship, direct or indirect, exists between or among any of the Company or any Company Affiliate,
on the one hand, and any director, officer, shareholder, customer or supplier of the Company or any Company Affiliate, on the other hand,
which is required by the Act, the Exchange Act or the Regulations to be described in the Registration Statement, the Preliminary Prospectus
and/or the Prospectus which is not so described and described as required. There are no outstanding loans, advances (except normal advances
for business expenses in the ordinary course of business) or guarantees of indebtedness by the Company to or for the benefit of any of
the officers or directors of the Company or any of their respective family members, except as disclosed in the Registration Statement,
the Preliminary Prospectus and/or the Prospectus. The Company has not extended or maintained credit, arranged for the extension of credit,
or renewed an extension of credit, in the form of a personal loan to or for any director or officer of the Company.
2.30
No Influence. The Company has not offered, or caused the Underwriters to offer, the Firm Units to any person or entity with the
intention of unlawfully influencing: (i) a customer or supplier of the Company or any Company Affiliate to alter the customer’s
or supplier’s level or type of business with the Company or such affiliate; or (ii) a journalist or publication to write or publish
favorable information about the Company or any such affiliate.
2.31
Trading of the Public Securities on the Nasdaq Global Market. As of the Effective Date and the Closing Date, the Public Securities
will have been authorized for listing on the Nasdaq Global Market and no proceedings have been instituted or threatened which would effect,
and no event or circumstance has occurred as of the Effective Date which is reasonably likely to effect, the listing of the Public Securities
on the Nasdaq Global Market.
2.32
Definition of “Knowledge”. As used in this Agreement, the term “knowledge of the Company” (or similar
language) shall mean the knowledge of the officers and directors of the Company who are named in the Prospectus, with the assumption
that such officers and directors shall have made reasonable and diligent inquiry of the matters presented.
3.
Covenants of the Company. The Company covenants and agrees as follows:
3.1
Amendments to Registration Statement. The Company will deliver to the Representative, prior to filing, any amendment or supplement
to the Registration Statement or Prospectus proposed to be filed after the Effective Date and will not file any such amendment or supplement
to which the Representative shall reasonably object in writing.
3.2
Federal Securities Laws.
3.2.1
Compliance. During the time when a registration statement, prospectus or proxy statement, or any amendment or supplement thereto,
is required to be filed or delivered under the Act, the Regulations, the Exchange Act or the regulations under the Exchange Act, and
when any Business Combination Filing (as defined below) is filed or delivered with the Commission, at the time of use, and at the time
of closing of any Business Combination, the Company will use all reasonable efforts to (i) comply with all requirements imposed upon
it by the Act, the Regulations, the Exchange Act and by the regulations under the Exchange Act, as from time to time in force, (y) so
far as necessary to permit the continuance of sales of or dealings in the Public Securities in accordance with the provisions hereof
and the Prospectus, and (z) in connection with the solicitation of proxies and the registration of securities to be issued in connection
with a Business Combination, as applicable, and (ii) disclose all material statements that are required to be stated therein in accordance
with the Act and the Regulations, the Exchange Act and the regulations under the Exchange Act and ensure that neither the registration
statement, prospectus, proxy statement or Business Combination Filings, nor any amendment thereto, on their respective dates, will contain
any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements
therein, not misleading. In furtherance of the foregoing (and without limitation thereof), the Company shall include in each applicable
proxy statement appropriate disclosure of the nature, fees and Audit Committee review of all non-audit services, if any, received by
the Company from its independent auditor. If at any time when a prospectus or proxy statement, or any amendment or supplement thereto,
or any Business Combination Filing relating to the Public Securities and the Business Combination, as applicable, is required to be filed
or delivered under the Act or the Exchange Act, an event or circumstance shall have occurred as a result of which, in the opinion of
counsel for the Company or counsel for the Underwriters, the Prospectus, as then amended or supplemented, or any other registration statement,
prospectus or proxy statement relating to the Business Combination includes an untrue statement of a material fact or omits to state
any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which
they were made, not misleading, or if it is necessary during such period to amend (i) the Registration Statement or amend or supplement
the Prospectus, and (ii) any registration statement, prospectus or proxy statement relating to a Business Combination, or any amendment
or supplement thereof (each, a “Business Combination Filing” and, collectively the “Business Combination Filings”),
as applicable, to comply with the Act, the Company will notify the Representative promptly and prepare and file with the Commission,
subject to Sections 3.1, 3.21 and 3.30 hereof, an appropriate amendment or supplement to the Registration Statement,
the Prospectus and any Business Combination Filings, as applicable, and in each case at the expense of the Company, so as to correct
such statement or omission or effect such compliance.
3.2.2
Filing of Final Prospectus. The Company will file the Prospectus (in form and substance satisfactory to the Representative) with
the Commission pursuant to the requirements of Rule 424 of the Regulations.
3.2.3
Exchange Act Registration. For a period of five (5) years from the Effective Date, or until such earlier time upon which the Company
is required to be liquidated, the Company will use its commercially reasonable efforts to maintain the registration of the Units, Ordinary
Shares, Rights, and Warrants (until the Business Combination) under the provisions of the Exchange Act. The Company will not deregister
the Units, Ordinary Shares, Rights and Warrants prior to the Business Combination without the prior written consent of the Representative.
3.2.4
Sarbanes-Oxley Compliance. As soon as it is legally required to do so, the Company shall take all actions necessary to obtain and
thereafter maintain material compliance with each applicable provision of the Sarbanes-Oxley Act of 2002, as amended, and the rules and
regulations promulgated thereunder and related or similar rules and regulations promulgated by any other governmental or self-regulatory
entity or agency with jurisdiction over the Company.
3.2.5
Blue Sky Filing. Unless the Public Securities are listed on the Nasdaq Global Market or another national securities exchange, the
Company, at its expense, will endeavor in good faith, in cooperation with the Representative, at or prior to the time the Registration
Statement becomes effective, to qualify the Public Securities for offering and sale under the securities laws of such jurisdictions as
the Representative may reasonably designate, provided that no such qualification shall be required in any jurisdiction where,
as a result thereof, the Company would be subject to service of general process or to taxation as a foreign corporation doing business
in such jurisdiction. In each jurisdiction where such qualification shall be effected, the Company will, unless the Representative agrees
that such action is not at the time necessary or advisable, use all reasonable efforts to file and make such statements or reports at
such times as are or may be required by the laws of such jurisdiction.
3.2.6
Delivery to Underwriters of Prospectuses. The Company will deliver to each of the several Underwriters, without charge, from time
to time during the period when the Prospectus is required to be delivered under the Act or the Exchange Act such number of copies of
each Preliminary Prospectus and Prospectus and all amendments and supplements to such documents as such Underwriters may reasonably request
and, as soon as the Registration Statement or any amendment or supplement thereto becomes effective, deliver to the Representative two
original executed Registration Statements, including exhibits, and all post-effective amendments thereto and copies of all exhibits filed
therewith or incorporated therein by reference and all original executed consents of certified experts.
3.3
Effectiveness and Events Requiring Notice to the Representative. The Company will use all reasonable efforts to cause the Registration
Statement to remain effective and will notify the Representative immediately and confirm the notice in writing: (i) of the effectiveness
of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission of any stop order suspending the effectiveness
of the Registration Statement, or any post-effective amendment thereto or preventing or suspending the use of any Preliminary Prospectus
or the Prospectus or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities
commission of any proceedings for the suspension of the qualification of the Public Securities for offering or sale in any jurisdiction
or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for
filing of any amendment or supplement to the Registration Statement or Prospectus; (v) of the receipt of any comments or request for
any additional information from the Commission; and (vi) of the happening of any event during the period described in Section 3.4
hereof that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement, the Preliminary
Prospectus and/or the Prospectus untrue or that requires the making of any changes in the Registration Statement, the Preliminary Prospectus
and/or the Prospectus in order to make the statements therein, (with respect to the Prospectus, in light of the circumstances under which
they were made), not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification
at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.
3.4
Review of Financial Statements. Until the earlier of five (5) years from the Effective Date, or until such earlier date upon which
the Company is required to be liquidated, the Company, at its expense, shall cause its regularly engaged independent certified public
accountants to review (but not audit) the Company’s financial statements for each of the first three fiscal quarters prior to the
announcement or filing of quarterly financial information, if any.
3.5
Affiliated Transactions.
3.5.1
Business Combinations. The Company will not consummate a Business Combination with any entity which is affiliated with the Initial
Shareholders or an officer or director of the Company unless the Company obtains an opinion from an independent investment banking firm
regulated by FINRA or independent accounting firm stating the Business Combination is fair to the Company’s shareholders from a
financial perspective.
3.5.2
Compensation. Except as set forth in this Section 3.5, the Company shall not pay any officer, director or Initial Shareholder,
or any of their affiliates, any fees or compensation from the Company, for services rendered to the Company prior to, or in connection
with, the Offering or the consummation of a Business Combination.
3.6
Secondary Market Trading. In the event the Public Securities are not listed on the Nasdaq Global Market or another national securities
exchange, the Company will (i) apply to be included in Mergent, Inc. Manual for a period of five (5) years from the consummation of a
Business Combination, (ii) take such commercially reasonable steps as may be necessary to obtain a secondary market trading exemption
for the Company’s securities in such jurisdictions as may be reasonably requested by the Representative and (iii) take such
other action as may be reasonably requested by the Representative to obtain a secondary market trading exemption in such other states
as may be requested by the Representative; provided that no qualification shall be required in any jurisdiction where, as a result
thereof, the Company would be subject to service of general process or to taxation as a foreign entity doing business in such jurisdiction.
3.7
Financial Public Relations Firm. Promptly after the execution of a definitive agreement for a Business Combination, the Company
shall retain a financial public relations firm reasonably acceptable to the Representative for a term to be agreed upon by the Company
and the Representative.
3.8
Reports to the Representative.
3.8.1
Periodic Reports, Etc. For a period of five (5) years from the Effective Date or until such earlier time upon which the Company is
dissolved, the Company will furnish to the Representative and its counsel copies of such financial statements and other periodic and
special reports as the Company from time to time furnishes generally to holders of any class of its securities, and promptly furnish
to the Representative: (i) a copy of each periodic report the Company shall be required to file with the Commission; (ii) a copy of every
press release and every news item and article with respect to the Company or its affairs which was released by the Company; (iii) a copy
of each Form 8-K or Schedules 13D, 13G, 14D-1 or 13E-4 received or prepared by the Company; (iv) five (5) copies of each Registration
Statement; and (v) such additional documents and information with respect to the Company and the affairs of any future subsidiaries of
the Company as the Representative may from time to time reasonably request; provided that the Representative shall sign, if requested
by the Company, a Regulation FD compliant confidentiality agreement which is reasonably acceptable to the Representative and its counsel
in connection with the Representative’s receipt of such information. Documents filed with the Commission pursuant to its Electronic
Data Gathering, Analysis and Retrieval System (“EDGAR”) shall be deemed to have been delivered to the Representative
pursuant to this section.
3.8.2
Transfer Sheets. For a period of five (5) years following the Effective Date or until such earlier time upon which the Company is
dissolved, the Company shall retain a transfer and warrant agent acceptable to the Representative (the “Transfer Agent”).
In the event the Public Securities are not listed on the Nasdaq Global Market or another national securities exchange, the Company will
furnish to the Underwriters at the Company’s sole cost and expense such transfer sheets of the Company’s securities as the
Representative may request, including the daily and monthly consolidated transfer sheets of the Transfer Agent and DTC. American Stock
Transfer & Trust Company is an acceptable Transfer Agent to the Representative.
3.8.3
Trading Reports. If the Public Securities are quoted on the OTC Bulletin Board (or any successor trading market) or a market operated
by the OTC Market Group Inc. (or similar publisher of quotations), then during such time the Company shall provide to the Representative,
at its expense, such reports published by the OTC Bulletin Board or the OTC Market Group Inc. relating to price trading of the Public
Securities, as the Representative shall reasonably request. In addition to the requirements of the preceding sentence, if the Public
Securities are not listed on the Nasdaq Global Market or such other national securities exchange for a period of two (2) years from the
Closing Date, the Company, at its expense, shall provide Chardan a subscription to the Company’s weekly Depository Transfer Company
Security Position Reports.
3.9
Disqualification of Form S-1. For a period equal to seven (7) years from the date hereof, the Company will not take any action
or actions which may prevent or disqualify the Company’s use of Form S-1 (or other appropriate form) for the registration of the
Warrants and the Representative’s Purchase Option and the securities underlying the Representative’s Purchase Option under
the Act.
3.10
Payment of Expenses.
3.10.1
General Expenses Related to the Offering The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date,
if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under
this Agreement, including, but not limited to: (i) the Company’s legal and accounting fees and disbursements; (ii) the costs of
preparing, printing, mailing (including the payment of postage with respect to such mailing) and delivering the Registration Statement,
the Preliminary Prospectus and final Prospectus contained therein and amendments thereto, post-effective amendments and supplements thereto,
this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied
to the Underwriters in quantities as may be required by the Underwriters; (iii) the printing, engraving, issuance and delivery of the
Units, the Ordinary Shares, Rights and Warrants included in the Units and the Representative’s Purchase Option, including any transfer
or other taxes payable thereon; (iv) if the Public Securities are not listed on the Nasdaq Global Market or such other national securities
exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws specified by Representative,
including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto,
and fees and disbursements for counsel of Representative’s choice retained for such purpose; (v) filing fees (including SEC filing
fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) filing fees incurred
in registering the Offering with FINRA; (vii) fees and expenses of counsel to the Underwriters; (viii) fees and disbursements of the
registrar and transfer and rights and warrant agent; (ix) the Company’s expenses associated with “due diligence” meetings
arranged by the Representative (none of which will be received or paid on behalf of an “underwriter and related person” as
such term is defined in Rule 5110 of FINRA’s Rules); (x) all costs and expenses associated with “road show” marketing
and “due diligence” trips for the Company’s management to meet with prospective investors, including without limitation,
all travel, food and lodging expenses associated with such trips; (xi) all fees, expenses and disbursements relating to background checks
of the Company’s directors, director nominees and executive officers; (xii) the preparation of leather bound volumes and lucite
cube mementos in such quantities as the Underwriter may reasonably request and (xiii) all other reasonable costs and expenses incident
to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10.1
that the Underwriters have notified the Company about on or prior to the Closing Date. The Representative may deduct from the net proceeds
of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth above
to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees
and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $100,000 in the aggregate. If the
Offering is not consummated for any reason whatsoever, except as a result of the Representative’s or any Underwriter’s breach
or default with respect to any of its obligations described in this Agreement, then the Company shall reimburse the Representative for
its reasonable documented out-of-pocket accountable expenses actually incurred by the Representative, including, without limitation,
its legal fees (less any amounts previously paid), up to an aggregate amount of $100,000. It is acknowledged that the Company already
paid $50,000 to the Representative, which shall be credited against the aggregate amount of $100,000. To the extent that the Representative’s
out-of-pocket expenses are less than this advance, the Representative shall refund the excess to the Company.
3.10.2
Fee on Termination of Offering. Notwithstanding anything contained herein to the contrary, upon termination of the Offering the Company
shall: (A) reimburse the Representative for, or otherwise pay and bear, the expenses and fees to be paid and borne by the Company as
provided for in Section 3.10.1 above, as applicable, and (B) reimburse the Representative for the full amount of its accountable
out-of-pocket expenses actually incurred to such date (which shall include, but shall not be limited to, all fees and disbursements of
the Representative’s counsel, travel, lodging and other “road show” expenses, mailing, printing and reproduction expenses,
and any expenses incurred by the Representative in conducting its due diligence, including background checks of the Company’s officers
and directors), up to an aggregate amount of $100,000, less the amounts previously paid and any amounts previously paid to the Representative
in reimbursement for such expenses. If applicable, and solely in the event of a termination of this Offering, the Representative shall
refund to the Company any portion of any advance payment previously received by the Representative which is in excess of the accountable
out-of-pocket expenses actually incurred to such date by the Representative.
3.11
Application of Net Proceeds. The Company will apply the net proceeds from the Offering received by it in a manner consistent with
the application described under the caption “Use of Proceeds” in the Prospectus.
3.12
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 (15th) full calendar month following the Effective Date, an earnings
statement (which need not be certified by independent public or independent certified public accountants unless required by the Act or
the Regulations, but which shall satisfy the provisions of Rule 158(a) under Section 11(a) of the Act) covering a period of at least
twelve (12) consecutive months beginning after the Effective Date.
3.13
Notice to FINRA.
3.13.1
Business Combination. In the event any person or entity (regardless of any FINRA affiliation or association) is engaged to assist
the Company in its search for a merger candidate or to provide any other merger and acquisition services, the Company will provide the
following to 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” (as such term is defined in Rule 5110 of FINRA’s
Rules) with respect to the Offering. The Company also agrees that proper disclosure of such arrangement or potential arrangement will
be made in any proxy or tender offer statement which the Company files in connection with the Business Combination.
3.13.2
Broker/Dealer. In the event the Company intends to register as a broker/dealer, merge with or acquire a registered broker/dealer,
or otherwise become a member of FINRA, it shall promptly notify FINRA.
3.14
Stabilization. Neither the Company, nor, to its knowledge, any of its employees, directors or shareholders (without the consent
of the Representative) has taken or will take, directly or indirectly, any action designed to or that has constituted or that might reasonably
be expected to cause or result in, under the Exchange Act, or otherwise, stabilization or manipulation of the price of any security of
the Company to facilitate the sale or resale of the Units.
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 generally accepted accounting principles and to
maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific
authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate
action is taken with respect to any differences.
3.16
Accountants. For a period of five (5) years from the Effective Date or until such earlier time upon which the Company is required
to be liquidated, the Company shall retain UHY or other independent public accountants reasonably acceptable to the Representative.
3.17
Form 8-K. The Company shall, on the date hereof, retain its independent public accountants to audit the financial statements of
the Company as of the Closing Date (the “Audited Financial Statements”) reflecting the receipt by the Company of the
proceeds of the Offering and the Private Placement, as well as the proceeds from the exercise of the Over-Allotment if such exercise
has occurred on the date of the Prospectus. Within four (4) Business Days of the Closing Date, the Company will file a Current Report
on Form 8-K with the Commission, which Report shall contain the Audited Financial Statements.
3.18
FINRA. The Company shall advise FINRA if it is aware that any 5% or greater shareholder of the Company becomes an affiliate or
associated person of a FINRA member participating in the distribution of the Company’s Public Securities.
3.19
Corporate Proceedings. All corporate proceedings and other legal matters necessary to carry out the provisions of this Agreement
and the transactions contemplated hereby shall have been done to the reasonable satisfaction to counsel for the Underwriters.
3.20
Investment Company. The Company shall cause the proceeds of the Offering to be held in the Trust Account to be invested only in
“government securities” with specific maturity dates or in money market funds meeting certain conditions under Rule 2a-7
promulgated under the Investment Company Act as set forth in the Trust Agreement and disclosed in the Prospectus. The Company will otherwise
conduct its business in a manner so that it will not become subject to the Investment Company Act. Furthermore, once the Company consummates
a Business Combination, it will be engaged in a business other than that of investing, reinvesting, owning, holding or trading securities.
3.21
Business Combination Announcement. Within four (4) Business Days following the consummation by the Company of a Business Combination,
the Company shall cause an announcement (“Business Combination Announcement”) to be issued by a press release service
announcing the consummation of the Business Combination and indicating that the Representative was one of the co-managing underwriters
in the Offering and also indicating the name and location of any other financial advisors engaged by the Company as a merger and acquisitions
advisor. The Company shall supply the Representative with a draft of the Business Combination Announcement and provide the Representative
with a reasonable advance opportunity to comment thereon. The Company will not issue the Business Combination Announcement without the
final approval of the Representative, which approval will not be unreasonably withheld.
3.22
Press Releases. The Company agrees that it will not issue press releases or engage in any other publicity, without Chardan’s
prior written consent (not to be unreasonably withheld), for a period of twenty-five (25) days after the Effective Date.
3.23
Electronic Prospectus. The Company shall cause to be prepared and delivered to the Representative, at its expense, within one
(1) Business Day from the Effective Date, an Electronic Prospectus to be used by the Underwriters in connection with the Offering. As
used herein, the term “Electronic Prospectus” means a form of prospectus, and any amendment or supplement thereto,
that meets each of the following conditions: (i) it shall be encoded in an electronic format, satisfactory to the Representative, that
may be transmitted electronically by the other Underwriters to offerees and purchasers of the Units for at least the period during which
a Prospectus relating to the Units is required to be delivered under the Act; (ii) it shall disclose the same information as the paper
prospectus and prospectus filed pursuant to EDGAR, except to the extent that graphic and image material cannot be disseminated electronically,
in which case such graphic and image material shall be replaced in the electronic prospectus with a fair and accurate narrative description
or tabular representation of such material, as appropriate; and (iii) it shall be in or convertible into a paper format or an electronic
format, satisfactory to the Representative, that will allow recipients thereof to store and have continuously ready access to the prospectus
at any future time, without charge to such recipients (other than any fee charged for subscription to the Internet as a whole and for
on-line time). The Company hereby confirms that it has included or will include in the Prospectus filed pursuant to EDGAR or otherwise
with the Commission and in the Registration Statement at the time it was declared effective an undertaking that, upon receipt of a request
by an investor or his or her representative within the period when a prospectus relating to the Units is required to be delivered under
the Securities Act, the Company shall transmit or cause to be transmitted promptly, without charge, a paper copy of the Prospectus.
3.24
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, the Representative’s Purchase Option, Representative’s Warrants, the Placement
Warrants, the Additional Placement Warrants, and upon conversion of Rights and Representative’s Rights, the Placement Rights and
the Additional Placement Rights outstanding from time to time.
3.25
Private Placement Proceeds. Immediately upon establishment of the Trust Account and prior to the Closing, the Company shall deposit
all of the proceeds from the Private Placement in the Trust Account and shall provide the Representative with evidence of the same.
3.26
No Amendment to Charter.
3.26.1
Prior to the closing of a Business Combination, the Company covenants and agrees it will not seek to amend or modify its memorandum and
articles of association without the prior approval of its Board of Directors and the affirmative vote of at least 65% of the voting power
of the Ordinary Shares.
3.26.2
The Company acknowledges that the purchasers of the Firm Units and Option Units in this Offering shall be deemed to be third party beneficiaries
of this Section 3.26.
3.26.3
The Representative and the Company specifically agree that this Section 3.26 shall not be modified or amended in any way
without the approval of at least 65% of the voting power of the Ordinary Shares.
3.27
Financial Printer. The Company shall retain a financial printer, reasonably acceptable to the Representative, for the purpose
of facilitating the Company’s EDGAR filings and the printing of the Preliminary Prospectus and Prospectus.
3.28
Listing on the Nasdaq Global Market. The Company will use commercially reasonable efforts to maintain the listing of the Public
Securities on the Nasdaq Global Market or another national securities exchange until the earlier of five (5) years from the Effective
Date or until the Public Securities are no longer registered under the Exchange Act.
3.29
Payment of Deferred Underwriting Commission on Business Combination. Upon the consummation of a Business Combination, the Company
agrees that it will cause the Trustee to pay the Deferred Underwriting Commission directly from the Trust Account to Chardan, in accordance
with Section 1.3.
3.30.
Business Combination Advisors. The Underwriters have not been engaged, do not undertake and specifically exclude from the scope
of services under this Agreement, any services to the Company, and any responsibility or obligation to participate in, any aspect of
the Business Combination, such as identifying potential target companies, negotiating Business Combination terms, and/or finding investors
for and negotiating a PIPE or any other financing transactions. An engagement with respect to any such activities shall only occur upon
execution and delivery of a separate advisory or placement agency or similar agreement duly authorized by the Company and the Representative
or any of the other Underwriters.
4.
Conditions of Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Units, as
provided herein, shall be subject to the continuing accuracy of the representations and warranties of the Company as of the date hereof
and as of each of the Closing Date and the Option Closing Date, if any, to the accuracy of the statements of officers of the Company
made pursuant to the provisions hereof and to the performance by the Company of its obligations hereunder and to the following conditions:
4.1
Regulatory Matters.
4.1.1
Effectiveness of Registration Statement. The Registration Statement shall have become effective not later than 5:00 P.M., New York
time, on the date of this Agreement or such later date and time as shall be consented to in writing by the Representative, and, at each
of the Closing Date and the Option Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have
been issued and no proceedings for the purpose shall have been instituted or shall be pending or contemplated by the Commission and any
request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of Greenberg
Traurig, LLP.
4.1.2
FINRA Clearance. By the Effective Date, the Representative shall have received clearance from FINRA as to the amount of compensation
allowable or payable to the Underwriters as described in the Registration Statement.
4.1.3
No Commission Stop Order. At each of the Closing Date and the Option Closing Date, the Commission has not issued any order or threatened
to issue any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or any part thereof, and has not
instituted or threatened to institute any proceedings with respect to such an order.
4.1.4
No Blue Sky Stop Orders. No order suspending the sale of the Units in any jurisdiction designated by the Representative pursuant
to Section 3.3 hereof, if any, shall have been issued on either the Closing Date or the Option Closing Date, and no proceedings
for that purpose shall have been instituted or shall be contemplated.
4.1.5
The Nasdaq Global Market. By the Effective Date, the Securities shall have been approved for trading on the Nasdaq Global Market.
4.2
Company Counsel Matters.
4.2.1
Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of Winston &
Strawn LLP (“Winston”), counsel to the Company, dated the Closing Date, addressed to the Representative and the other
Underwriters and in form and substance reasonably satisfactory to the Representative. The opinion of counsel shall further include a
statement to the effect that such counsel has participated in conferences with officers and other representatives of the Company, representatives
of the independent public accountants for the Company and representatives of the Underwriters at which the contents of the Registration
Statement, final Preliminary Prospectus, the Prospectus and related matters were discussed and although such counsel is not passing upon
and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement,
final Preliminary Prospectus and the Prospectus (except as otherwise set forth in such opinion), no facts have come to the attention
of such counsel which lead them to believe that either the Registration Statement, final Preliminary Prospectus or the Prospectus or
any amendment or supplement thereto, as of the date of such opinion contained any untrue statement of a material fact or omitted to state
a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which
they were made, not misleading (it being understood that such counsel need express no opinion with respect to the financial statements
and related notes and schedules and other financial and statistical data included in the Registration Statement, final Preliminary Prospectus
or the Prospectus or matters relating to the sale of securities in any jurisdiction outside the U.S.).
4.2.2
Option Closing Date Opinion of Counsel. On each Option Closing Date, if any, the Representative shall have received the favorable
opinion of Winston, dated each Option Closing Date, addressed to the Representative and in form and substance reasonably satisfactory
to counsel to the Representative, confirming as of each Option Closing Date, the statements made by Winston in its opinion delivered
on the Closing Date.
4.2.3
Closing Date Opinion of Cayman Islands Counsel. On the Closing Date, the Representative shall have received the favorable opinion
of Ogier (“Ogier”), Cayman Islands counsel to the Company, dated the Closing Date, addressed to the Representative
and the other Underwriters and in form and substance reasonably satisfactory to the Representative.
4.2.4
Option Closing Date Opinion of Cayman Islands Counsel. On each Option Closing Date, if any, the Representative shall have received
the favorable opinion of Ogier, dated each Option Closing Date, addressed to the Representative and in form and substance reasonably
satisfactory to counsel to the Representative, confirming as of each Option Closing Date, the statements made by Ogier in its opinion
delivered on the Closing Date.
4.2.5
Reliance. In rendering such opinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws
of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified
in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other
counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent
they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions
having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such
statements or certificates shall be delivered to the Underwriters’ counsel if requested. The opinion of counsel for the Company
and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel
for the Underwriters in its opinion delivered to the Underwriters.
4.3
Cold Comfort Letter. At the time this Agreement is executed, and at each of the Closing Date and the Option Closing Date, if any,
the Representative shall have received a letter, addressed to the Representative and in form and substance satisfactory in all respects
(including the nature of the changes or decreases, if any, referred to in Section 4.3.3 below) to the Representative from
UHY dated, respectively, as of the date of this Agreement and as of the Closing Date and the Option Closing Date, if any:
4.3.1
Confirming that they are an independent registered public accounting firm with respect to the Company within the meaning of the Act and
the applicable Regulations;
4.3.2
Stating that in their opinion the financial statements of the Company included in the Registration Statement, the Preliminary Prospectus
and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Act and the Regulations
thereunder;
4.3.3
Stating that, on the basis of limited procedures which included a reading of the latest available minutes of the shareholders and board
of directors and the various committees of the board of directors, consultations with officers and other employees of the Company responsible
for financial and accounting matters and other specified procedures and inquiries, nothing has come to their attention which would lead
them to believe that: (a) at a date not later than five (5) days prior to the Effective Date, Closing Date or Option Closing Date, as
the case may be, there was any change in the capital stock or long-term debt of the Company, or any decrease in the shareholders’
equity of the Company as compared with amounts shown in the December 31, 2021 balance sheet included in the Registration Statement, the
Preliminary Prospectus and the Prospectus, other than as set forth in or contemplated by the Registration Statement, the Preliminary
Prospectus and the Prospectus, or, if there was any decrease, setting forth the amount of such decrease; and (c) during the period from
December 31, 2021 (balance sheet date) to a specified date not later than five (5) days prior to the Effective Date, Closing Date or
Option Closing Date, as the case may be, there was any decrease in net earnings or net earnings per Ordinary Share, in each case as compared
with the Statement of Operations for the period from September 15, 2021 (inception) to December 31, 2021 included in the Registration
Statement and the Prospectus, or, if there was any such decrease, setting forth the amount of such decrease;
4.3.4
Stating they have compared specific dollar amounts, numbers of shares, percentages of earnings, statements and other financial information
pertaining to the Company set forth in the Registration Statement, the Preliminary Prospectus and the Prospectus in each case to the
extent that such amounts, numbers, percentages, statements and information may be derived from the general accounting records, including
work sheets, of the Company and excluding any questions requiring an interpretation by legal counsel, with the results obtained from
the application of specified readings, inquiries and other appropriate procedures (which procedures do not constitute an examination
in accordance with the standards of the PCAOB) set forth in the letter and found them to be in agreement; and
4.3.5
Statements as to such other matters incident to the transaction contemplated hereby as the Representative may reasonably request.
4.4
Officers’ Certificates.
4.4.1
Officers’ Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received
a certificate of the Company signed by the Chief Executive Officer or the President and the Secretary or Assistant Secretary of the Company,
dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all
covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as
of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof
have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations
and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have
received such other and further certificates of officers of the Company as the Representative may reasonably request.
4.4.2
Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received
a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Closing
Date, as the case may be, certifying: (i) that the memorandum and articles of association of the Company are true and complete, have
not been modified and are in full force and effect; (ii) that the resolutions relating to the Offering are in full force and effect and
have not been modified; (iii) all correspondence between the Company or its counsel and the Commission; (iv) all correspondence
between the Company or its counsel and the Nasdaq Stock Market LLC; 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 that is likely to result in a material adverse change in the condition or prospects or the business
activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration
Statement and Prospectus; (ii) no action, suit or proceeding, at law or in equity, shall have been pending or threatened against the
Company or the Initial Shareholders before or by any court or federal or state commission, board or other administrative agency wherein
an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition
or income of the Company, except as set forth in the Registration Statement, the Preliminary Prospectus and Prospectus; (iii) no stop
order shall have been issued under the Act and no proceedings therefor shall have been initiated or threatened by the Commission; and
(iv) the Registration Statement, the Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain
all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all
material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Preliminary Prospectus
nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in light of the
circumstances under which they were made), not misleading.
4.6
Delivery of Agreements.
4.6.1
Effective Date Deliveries. On the Effective Date, the Company shall have delivered to the Representative executed copies of the Trust
Agreement, the Warrant Agreement, the Rights Agreement, all of the Insider Letters, the Subscription Agreements, the Registration Rights
Agreement and the Escrow Agreement.
4.6.2
Closing Date Deliveries. On the Closing Date, the Company shall have delivered to the Representative and its designees executed copies
of the Representative’s Purchase Option.
5.
Indemnification.
5.1
Indemnification of Underwriters.
5.1.1
General. Subject to the conditions set forth below, the Company agrees to indemnify and hold harmless each of the Underwriters and
each dealer selected by the Representative that participates in the offer and sale of the Public Securities and/or a Business Combination,
as applicable, (each a “Selected Dealer”) and each of their respective directors, officers and employees and each person,
if any, who controls any such Underwriter (“Controlling Person”) within the meaning of Section 15 of the Act or Section
20(a) of the Exchange Act, against any and all loss, liability, claim, damage and expense whatsoever (including but not limited to any
and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, claim, action, suit,
proceeding or investigation commenced or threatened, or any other claim whatsoever, whether arising out of any action between any of
the Underwriters and the Company or between any of the Underwriters and any third party, including a government authority, or otherwise)
to which they or any of them may become subject under the Act, the Exchange Act or any other federal, state or local statute, law, rule,
regulation or ordinance or at common law or otherwise or under the laws, rules and regulation of foreign countries, arising out of or
based upon:
(A)
any untrue statement or alleged untrue statement of a material fact contained: (i) in any Preliminary Prospectus, the Registration Statement,
or the Prospectus (as from time to time each may be amended and supplemented); (ii) in any post-effective amendment or amendments or
any new registration statement, prospectus or proxy statement relating to any Public Securities; (iii) in any Business Combination Filings
or in any other materials shared or distributed in connection with a Business Combination with the Company’s stockholders or potential
investors; or (iv) in any oral or written testing-the-waters communications, any application or other document or written communication
(in this Section 5, collectively called “Application”) executed or distributed by the Company;
(B)
any untrue statement or alleged untrue statement of a material fact based upon written information furnished by the Company in any jurisdiction
in order to qualify the Securities or any securities issued in connection with a Business Combination under the securities laws thereof
or filed with the Commission, any state securities commission or agency, the Nasdaq Stock Market LLC or any securities exchange; or the
omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading; or
(C)
any untrue statement or alleged untrue statement of a material fact used in any business combination marketing or capital markets advisory
activities by any Underwriter on the Company’s behalf in connection with a Business Combination, except to the extent such statement
or omission was made in reliance upon and in conformity with written information furnished to the Company with respect to an Underwriter
by or on behalf of such Underwriter expressly for use in any (a) Preliminary Prospectus, the Registration Statement, or the Prospectus,
or any amendment or supplement thereof, (b) Business Combination Filings or in any other materials or communications shared or used in
connection with a Business Combination with the Company’s stockholders or potential investors, or (c) Application executed or distributed
by the Company.
Solely
with respect to any untrue statement or omission or alleged untrue statement or omission made in the Preliminary Prospectus or any amendment
or supplement thereof, the indemnity agreement contained in Section 5.1 shall not inure to the benefit of any Underwriter to the extent
that any loss, liability, claim, damage or expense of such Underwriter results from the fact that a copy of the Prospectus was not given
or sent to the person asserting any such loss, liability, claim or damage at or prior to the written confirmation of sale of the Securities
as required by the Act and the Regulations, and if the untrue statement or omission has been corrected in the Prospectus, unless such
failure to deliver such materials was a result of non-compliance by the Company with its obligations under Section 3.2 hereof
or under any other laws, rules and regulations.
The
Company agrees to promptly notify the Representative of the commencement of any litigation or proceedings against the Company or any
of its officers, directors or Controlling Persons in connection with the issue and sale of the Securities or securities to be issued
in connection with a Business Combination, or in connection with the Preliminary Prospectus, the Registration Statement, or the Prospectus,
in any Business Combination Filings or in any other materials or communications shared or used in connection with a Business Combination
with the Company’s stockholders or potential investors.
5.1.2
Procedure. If any action is brought against an Underwriter or Controlling Person in respect of which indemnity may be sought against
the Company pursuant to Section 5.1.1, such Underwriter shall promptly notify the Company in writing of the institution of
such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the reasonable
approval of such Underwriter) and payment of actual expenses. Such Underwriter or Controlling Person shall have the right to employ its
or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Underwriter or such
Controlling Person unless: (i) the employment of such counsel at the expense of the Company shall have been authorized in writing by
the Company in connection with the defense of such action within reasonable time under the circumstances; (ii) the Company shall not
have employed counsel to have charge of the defense of such action; or (iii) such indemnified party or parties shall have reasonably
concluded that there may be defenses available to it or them which are different from or additional to those available to the Company,
or another conflict of interest or conflict as to legal representation exists (in which case the Company shall not have the right to
direct the defense of such action on behalf of the indemnified party or parties), in any of which events the reasonable fees and expenses
of not more than one additional firm of attorneys selected by the Underwriter and/or Controlling Person shall be borne by the Company.
Notwithstanding anything to the contrary contained herein, if the Underwriter or Controlling Person shall assume the defense of such
action as provided above, the Company shall have the right to approve the terms of any settlement of such action which approval shall
not be unreasonably withheld.
5.2
Indemnification of the Company. Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company,
its directors, officers and employees and agents who control the Company within the meaning of Section 15 of the Act or Section 20
of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company
to the several Underwriters, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions
made in any Preliminary Prospectus, the Registration Statement, or the Prospectus, or any amendment or supplement thereto, or in any
Application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter
by or on behalf of the Underwriter expressly for use in such Preliminary Prospectus, the Registration Statement, or the Prospectus, or
any amendment or supplement thereto or in any such Application, which furnished written information, it is expressly agreed, consists
solely of the information described in the last sentence of Section 2.3.1. In case any action shall be brought against the
Company or any other person so indemnified based on any Preliminary Prospectus, the Registration Statement, or the Prospectus, or any
amendment or supplement thereto or any Application, and in respect of which indemnity may be sought against any Underwriter, such Underwriter
shall have the rights and duties given to the Company, and the Company and each other person so indemnified shall have the rights and
duties given to the several Underwriters by the provisions of Section 5.1.2.
5.3
Contribution.
5.3.1
Contribution Rights. In order to provide for just and equitable contribution under the Act in any case in which: (i) any person entitled
to indemnification under this Section 5 makes a claim for indemnification pursuant hereto but it is judicially determined
(by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of
the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 5
provides for indemnification in such case; or (ii) contribution under the Act, the Exchange Act or otherwise may be required
on the part of any such person in circumstances for which indemnification is provided under this Section 5, then, and in
each such case, the Company and the Underwriters shall contribute to the aggregate losses, liabilities, claims, damages and expenses
of the nature contemplated by said indemnity agreement incurred by the Company and the Underwriters, as incurred, in such proportions
that the Underwriters are responsible for that portion represented by the percentage that the underwriting discount appearing on the
cover page of the Prospectus bears to the initial offering price appearing thereon and the Company is responsible for the balance; provided,
that, no person guilty of a fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent misrepresentation. Notwithstanding the provisions of this Section 5.3.1,
no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Public Securities
underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that such Underwriter has
otherwise been required to pay in respect of such losses, liabilities, claims, damages and expenses. For purposes of this Section, each
director, officer and employee of an Underwriter or the Company, as applicable, and each person, if any, who controls an Underwriter
or the Company, as applicable, within the meaning of Section 15 of the Act shall have the same rights to contribution as the Underwriters
or the Company, as applicable.
5.3.2
Contribution Procedure. Within fifteen (15) days after receipt by any party to this Agreement (or its representative) of notice of
the commencement of any action, suit or proceeding, such party will, if a claim for contribution in respect thereof is to be made against
another party (“Contributing Party”), notify the Contributing Party of the commencement thereof, but the omission
to so notify the Contributing Party will not relieve it from any liability which it may have to any other party other than for contribution
hereunder. In case any such action, suit or proceeding is brought against any party, and such party notifies a Contributing Party or
its representative of the commencement thereof within the aforesaid fifteen (15) days, the Contributing Party will be entitled to participate
therein with the notifying party and any other Contributing Party similarly notified. Any such Contributing Party shall not be liable
to any party seeking contribution on account of any settlement of any claim, action or proceeding effected by such party seeking contribution
on account of any settlement of any claim, action or proceeding effected by such party seeking contribution without the written consent
of such Contributing Party. The contribution provisions contained in this Section are intended to supersede, to the extent permitted
by law, any right to contribution under the Act, the Exchange Act or otherwise available. The Underwriters’ obligations to contribute
pursuant to this Section 5.3 are several and not joint.
6.
Default by an Underwriter.
6.1
Default Not Exceeding 10% of Firm Units or Option Units. If any Underwriter or Underwriters shall default in its or their obligations
to purchase the Firm Units or the Option Units, if the Over-allotment Option is exercised, hereunder, and if the number of the Firm Units
or Option Units with respect to which such default relates does not exceed in the aggregate 10% of the number of Firm Units or Option
Units that all Underwriters have agreed to purchase hereunder, then such Firm Units or Option Units to which the default relates shall
be purchased by the non-defaulting Underwriters in proportion to their respective commitments hereunder.
6.2
Default Exceeding 10% of Firm Units or Option Units. In the event that the default addressed in Section 6.1 above
relates to more than 10% of the Firm Units or Option Units, the Representative may in its discretion arrange for itself or for another
party or parties to purchase such Firm Units or Option Units to which such default relates on the terms contained herein. If, within
one (1) Business Day after such default relating to more than 10% of the Firm Units or Option Units, the Representative does not arrange
for the purchase of such Firm Units or Option Units, then the Company shall be entitled to a further period of one (1) Business Day within
which to procure another party or parties satisfactory to the Company and the Representative to purchase said Firm Units or Option Units
on such terms. In the event neither the Company nor the Representative arranges for the purchase of the Firm Units or Option Units to
which a default relates as provided in this Section 6, this Agreement may be terminated by the Company without liability
on the part of the Company (except as provided in Sections 3.10 and 5 hereof) or the several Underwriters (except
as provided in Section 5 hereof); provided, however, that if such default occurs with respect to the Option
Units, this Agreement will not terminate as to the Firm Units; and provided further that nothing herein shall relieve a defaulting Underwriter
of its liability, if any, to the other several Underwriters and to the Company for damages occasioned by its default hereunder.
6.3
Postponement of Closing Date. In the event the Firm Units or Option Units to which the default relates are to be purchased by
the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representative or the Company shall
have the right to postpone the Closing Date or Option Closing Date for a reasonable period, but not in any event exceeding five (5) Business
Days, in order to effect whatever changes may thereby be made necessary in the Registration Statement, the Preliminary Prospectus and/or
the Prospectus, as the case may be, or in any other documents and arrangements, and the Company agrees to file promptly any amendment
to, or to supplement, the Registration Statement, the Preliminary Prospectus and/or the Prospectus, as the case may be, that in the opinion
of counsel for the Underwriters may thereby be made necessary. The term “Underwriter” as used in this Agreement shall
include any party substituted under this Section 6 with like effect as if it had originally been a party to this Agreement
with respect to such Securities.
7.
Additional Covenants.
7.1
Additional Shares or Options. The Company hereby agrees that until the Company consummates a Business Combination, it shall not
issue any Ordinary Shares or any options or other securities convertible into Ordinary Shares, or any class of shares which participate
in any manner in the Trust Account or which vote as a class with the Ordinary Shares on a Business Combination.
7.2
Trust Account Waiver Acknowledgments. The Company hereby agrees that it will not commence its due diligence investigation of any
operating business or businesses which the Company seeks to acquire (each, a “Target Business”) unless and until such
Target Business acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and
subsequently acknowledges the same in any definitive document replacing any of the foregoing), that: (i) it has read the Prospectus and
understands that the Company has established the Trust Account, initially in an amount of $61,080,000 ($70,242,000 if the Over-allotment
Option is exercised in full) for the benefit of the public shareholders, and that (ii) for and in consideration of the Company agreeing
to evaluate such Target Business for purposes of consummating a Business Combination with it, such Target Business agrees that it does
not have any right, title, interest or claim of any kind in or to any monies of the Trust Account (“Claim”) and waives
any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and
will not seek recourse against the Trust Account for any reason whatsoever. The Company further agrees that it will use all reasonable
efforts, prior to obtaining the services of any vendor, to obtain a written acknowledgment from such vendor, whether through a letter
of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing
any of the foregoing), that: (i) such vendor has read the Prospectus and understands that the Company has established the Trust Account,
initially in an amount of $61,080,000 ($70,242,000 if the Over-allotment Option is exercised in full) for the benefit of the public shareholders,
and that (ii) for and in consideration of the Company agreeing to engage the services of the vendor, such vendor agrees that it does
not have any Claim and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements
with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially
be in the form attached hereto as Exhibit A and B, respectively.
7.3
Insider Letters. The Company shall not take any action or omit to take any action which would cause a breach of any of the Insider
Letters executed among the Initial Shareholders, the officers and directors of the Company, and the Company or the Subscription Agreements
and will not allow any amendments to, or waivers of, such Insider Letters or the Subscription Agreements without the prior written consent
of the Representative.
7.4
Memorandum and Article of Association. The Company shall not take any action or omit to take any action that would cause the Company
to be in material breach or violation of its memorandum and articles of association. Except as provided in Section 3.26,
prior to the consummation of a Business Combination, the Company will not amend its memorandum and articles of association, without the
prior written consent of the Representative.
7.5
Tender Offer Documents, Proxy Materials and Other Information. The Company shall provide counsel to the Representative with copies
of all tender offer documents or proxy information and all related material filed with the Commission in connection with a Business Combination
concurrently with such filing with the Commission. In addition, the Company shall furnish any other State in which the Offering was registered,
such information as may be required by such State.
7.6
Acquisition/Liquidation Procedure. The Company agrees that it will comply with its Memorandum and Articles of Association in connection
with the consummation of a Business Combination or the failure to consummate a Business Combination within 9 months from the Effective
Date (subject to extension for three additional three-month periods, as described in the Prospectus).
7.7
Rule 419. The Company agrees that it will use its commercially reasonable efforts to prevent the Company from becoming subject
to Rule 419 under the Act prior to the consummation of any Business Combination, including, but not limited to, using its commercially
reasonable efforts to prevent any of the Company’s outstanding securities from being deemed to be a “penny stock” as
defined in Rule 3a-51-1 under the Exchange Act during such period.
7.8
Presentation of Potential Target Businesses. The Company shall cause the Company’s officers, directors and Initial Shareholders
to agree that, in order to minimize potential conflicts of interest which may arise from multiple affiliations, the Company’s officers,
directors and Initial Shareholders will present to the Company for its consideration, prior to presentation to any other person or company,
any suitable opportunity to acquire an operating business, until the earlier of the consummation by the Company of a Business Combination
or the liquidation of the Company, subject to any pre-existing fiduciary obligations the Initial Shareholders might have.
7.9
Right of First Refusal.
7.9.1
General. The Company agrees that if the Firm Units are sold in accordance with the terms of this Underwriting Agreement, and for
a period of eighteen (18) months from the date of the consummation of a Business Combination, the Company shall grant the Representative
a right of first refusal to act as a lead underwriter or co-manager with at least 30% of the economics, for any and all future public
and private equity and debt offerings of the Company or any successor to or any subsidiary of the Company during such eighteen (18) month
period. The Representative’s failure to exercise its right of first refusal with respect to any particular proposal shall not affect
its right of first refusal relative to future proposals. Notwithstanding the foregoing, the Representative’s right of first refusal
under this Section 7.9.1 shall expire upon the third anniversary of the consummation of the Offering.
8.
Representations and Agreements to Survive Delivery. Except as the context otherwise requires, all representations, warranties and
agreements contained in this Agreement shall be deemed to be representations, warranties and agreements at the Closing Date or the Option
Closing Date, if any, and such representations, warranties and agreements of the Underwriters and the Company, including the indemnity
agreements contained in Section 5 hereof, shall remain operative and in full force and effect regardless of any investigation
made by or on behalf of any Underwriter, the Company or any Controlling Person, and shall survive termination of this Agreement or the
issuance and delivery of the Units to the several Underwriters until the earlier of the expiration of any applicable statute of limitations
and the seventh anniversary of the later of the Closing Date or the Option Closing Date, if any, at which time the representations, warranties
and agreements shall terminate and be of no further force and effect.
9.
Effective Date of This Agreement and Termination Thereof.
9.1
Effective Date. This Agreement shall become effective on the Effective Date at the time the Registration Statement is declared
effective by the Commission.
9.2
Termination. The Representative shall have the right to terminate this Agreement at any time prior to any Closing Date: (i) if
any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s opinion will in the
immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on the New York Stock Exchange,
the NYSE American, the Nasdaq Stock Market LLC or on the OTC Bulletin Board (or successor trading market) shall have been suspended,
or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or
maximum ranges for prices for securities shall have been required on the OTC Bulletin Board or by order of the Commission or any other
government authority having jurisdiction; or (iii) if the United States shall have become involved in a war or an initiation or increase
in major hostilities, or (iv) if a banking moratorium has been declared by a New York State or federal authority, or (v) if a moratorium
on foreign exchange trading has been declared which materially adversely impacts the United States securities markets; or (vi) if the
Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious
act which, whether or not such loss shall have been insured, will, in the Representative’s opinion, make it inadvisable to proceed
with the delivery of the Units; or (vii) if any of the Company’s representations, warranties or covenants hereunder are breached;
or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions or
prospects of the Company, or such material adverse change in general market conditions, including, without limitation, as a result of
terrorist activities after the date hereof, as in the Representative’s judgment would make it impracticable to proceed with the
offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Units.
9.3
Expenses. In the event this Agreement shall not be carried out for any reason whatsoever, except as a result of the Representative’s
or any of the other Underwriters’ breach or default with respect to any of its material obligations pursuant to this Agreement,
within the time specified herein or any extensions thereof pursuant to the terms herein, the obligations of the Company to pay the out-of-pocket
expenses actually incurred by the Representative related to the transactions contemplated herein shall be governed by Section 3.10
hereof.
9.4
Indemnification. Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination
of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in
any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.
10.
Miscellaneous.
10.1
Notices. All communications hereunder, except as herein otherwise specifically provided, shall be in writing and shall be mailed,
delivered by hand or reputable overnight courier or delivered by facsimile transmission (with printed confirmation of receipt) and confirmed,
or by electronic transmission via PDF, and shall be deemed given when so mailed, delivered, or faxed or transmitted (or if mailed, three
days after such mailing):
If
to the Representative:
Chardan
Capital Markets, LLC
17 State Street, Suite 2100
New York, New York 10004
Attn.: George Kaufman
Email: gkaufman@chardan.com
Fax: (646) 465-9036
Copy
to (which copy shall not be deemed to constitute notice to the Representative):
Greenberg
Traurig, LLP
1750 Tysons Boulevard, Suite 1000
McLean, Virginia 22102
Attn:
Jason T. Simon
Email:
simonj@gtlaw.com
Fax:
(212) 801-6400
If
to the Company:
AlphaTime
Acquisition Corp
500
5th Avenue, Suite 938
New York, NY 10110
Attn: Dajiang Guo, Chief Executive Officer
Email:
dajiang.guo@gmail.com
Copy
to (which copy shall not be deemed to constitute notice to the Company):
Winston
& Strawn LLP
800
Capital Street, Suite 2400
Houston,
Texas 77002
Attn:
Michael J. Blankenship, Esq. and James R. Brown, Esq.
Email:
MBlankenship@winston.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 and the Controlling Persons, directors and officers referred to in Section 5 hereof, and their respective successors,
legal representatives and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy or claim
under or in respect of or by virtue of this Agreement or any provisions herein contained.
10.6
Governing Law, Venue, Etc.
10.6.1
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect
to the conflict of laws principles thereof. Each of the Representative and the Company (and any individual signatory hereto): (i) agrees
that any legal suit, action or proceeding arising out of or relating to this Agreement and/or the transactions contemplated hereby shall
be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern District
of New York; (ii) waives any objection which such party may have or hereafter have to the venue of any such suit, action or proceeding;
and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme Court, County of New York, and the United
States District Court for the Southern District of New York in any such suit, action or proceeding.
10.6.2
Each of the Representative and the Company (and any individual signatory hereto) further agrees to accept and acknowledge service of
any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York, or
in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any
such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process
upon the Company or any such individual in any such suit, action or proceeding, and service of process upon the Representative mailed
by certified mail to the Representative’s addresses shall be deemed in every respect effective service process upon the Representative,
in any such suit, action or proceeding.
10.6.3
THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES
ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS.
10.6.4
The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its
reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation
therefor.
10.7
Execution in Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in
separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the
same agreement, and shall become effective when one or more counterparts has been signed by each of the parties hereto and delivered
to each of the other parties hereto. Delivery of a signed counterpart of this Agreement by fax or email/.pdf transmission shall constitute
valid and sufficient delivery thereof.
10.8
Waiver, Etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not
be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision
hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach,
non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument
executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance
or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.
10.9
No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection
with the Offering. The Company further acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely
by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible
as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters
may undertake or have undertaken in furtherance of the Offering, either before or after the date hereof. The Underwriters hereby expressly
disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement
or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company
and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions,
and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including but not limited to
any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations
to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have
against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with
the transactions contemplated by this Agreement or any matters leading up to such transactions.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
If
the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided
below for that purpose, whereupon this letter shall constitute a binding agreement between us.
| Very
truly yours, |
|
| |
|
| ALPHATIME
ACQUISITION CORP |
|
| |
|
| By: |
|
|
| Name: |
|
|
| Title: |
|
|
Agreed
to and accepted on the date first above written.
| CHARDAN
CAPITAL MARKETS, LLC, as Representative of the several Underwriters |
| |
|
| By: |
|
|
| Name: |
|
|
| Title: |
|
|
[Signature
Page of the Underwriting Agreement]
SCHEDULE
A
ALPHATIME
ACQUISITION CORP.
| Underwriter | |
Number
of Firm
Units
to be
Purchased | |
| Chardan
Capital Markets, LLC | |
| 6,000,000 | |
| | |
| | |
| TOTAL | |
| 6,000,000 | |
EXHIBIT
A
Form
of Target Business Letter
AlphaTime
Acquisition Corp
500
5th Avenue, Suite 938
New York, NY 10110
Attn: Dajiang Guo, Chief Executive Officer
Gentlemen:
Reference
is made to the Final Prospectus of AlphaTime Acquisition Corp (the “Company”), dated [ ], 2022 (the “Prospectus”).
Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Prospectus.
We
have read the Prospectus and understand that the Company has established a “trust account”, initially in an amount of at
least $61,080,000 ($70,242,000 if the Over-allotment Option is exercised in full) for the benefit of the “public shareholders”
and the underwriters of the Company’s initial public offering (the “Underwriters”) and that, except for (i) interest
earned on the trust account that may be released to the Company to pay any taxes it incurs, and (ii) interest earned by the trust account
that may be released to the Company from time to time to fund the Company’s working capital and general corporate requirements,
proceeds in the trust account will not be released until (a) the consummation of a Business Combination, or (b) the dissolution and liquidation
of the Company if it is unable to consummate a Business Combination within the allotted time.
For
and in consideration of the Company agreeing to evaluate the undersigned for purposes of consummating a business combination or other
form of acquisition with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or
to any monies in the trust account (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or
arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the trust account for any
reason whatsoever.
Print
Name of Target Business
Authorized
Signature of Target Business
EXHIBIT
B
Form
of Vendor Letter
AlphaTime
Acquisition Corp
500
5th Avenue, Suite 938
New York, NY 10110
Attn: Dajiang Guo, Chief Executive Officer
Gentlemen:
Reference
is made to the Final Prospectus of AlphaTime Acquisition Corp (the “Company”), dated [ ], 2022 (the “Prospectus”).
Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Prospectus.
We
have read the Prospectus and understand that the Company has established a “trust account”, initially in an amount of at
least $61,080,000 ($70,242,000 if the Over-allotment Option is exercised in full) for the benefit of the “public shareholders”
and the underwriters of the Company’s initial public offering (the “Underwriters”) and that, except for (i) interest
earned on the trust account that may be released to the Company to pay any taxes it incurs, and (ii) interest earned by the trust account
that may be released to the Company from time to time to fund the Company’s working capital and general corporate requirements,
proceeds in the trust account will not be released until (a) the consummation of a Business Combination, or (b) the dissolution and liquidation
of the Company if it is unable to consummate a Business Combination within the allotted time.
For
and in consideration of the Company agreeing to use the products or services of the undersigned, the undersigned hereby agrees that it
does not have any right, title, interest or claim of any kind in or to any monies in the trust account (the “Claim”) and
hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the
Company and will not seek recourse against the trust account for any reason whatsoever.
Print
Name of Vendor
Authorized
Signature of Vendor
