Exhibit 1.1
UNDERWRITING AGREEMENT
between
CENTURION ACQUISITION CORP.
and
CANTOR FITZGERALD & CO.,
As Representative of the Underwriters
Dated: [ ], 2024
CENTURION ACQUISITION CORP. UNDERWRITING AGREEMENT
New York, New York
[ ], 2024
Cantor Fitzgerald & Co.
499 Park Avenue
New York, New York 10022
As Representative of the Several Underwriters
named on Schedule A hereto
Ladies and Gentlemen:
The undersigned, Centurion
Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cantor Fitzgerald
& Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule
A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters
being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”
as follows:
1. Purchase and Sale of Securities.
1.1. Firm Securities.
1.1.1. Purchase of
Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions set forth
herein, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase
from the Company, severally and not jointly, an aggregate of 25,000,000 units (the “Firm Units”) of the Company, as
set forth opposite the respective names of the Underwriters on Schedule A hereto, at a purchase price (net of
discounts and commissions and the Deferred Underwriting Commission describe in Section 1.3 below) of $9.35 per Firm Unit. The Firm
Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each
Firm Unit consists of one Class A ordinary share (“Ordinary Share”), $0.0001 par value, of the Company (the “Public
Shares”), and one-half of one redeemable warrant (the “Public Warrants”). The Public Shares and the Public
Warrants included in the Firm Units will trade separately on the fifty-second (52nd) day following the date hereof (or if such
date is not a Business Day (as defined in Section 1.1.2), the following Business Day) unless the Representative determines
to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Public Shares and the Public
Warrants included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange Commission (the
“Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt
of the proceeds of the Offering and the Private Placement (as defined in Section 1.4.2) and updated financial information
with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised
prior to the filing of the Form 8-K, and (ii) the Company has issued a press release announcing when such separate trading will begin.
Each whole Public Warrant entitles its holder to purchase one Ordinary Share for $11.50 per share, subject to adjustment, commencing thirty
(30) days after the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, reorganization or other
similar business combination with one or more businesses (the “Business Combination”), and expiring on the five year
anniversary of the consummation by the Company of its initial Business Combination (such consummation, the “Business Combination
Closing”), or earlier upon redemption of the Public Shares or liquidation of the Company.
1.1.2. Payment and
Delivery. Delivery and payment for the Firm Units shall be made at 10:00 a.m., New York City time, on the second (2nd)
Business Day (as defined below) following the commencement of trading of the Units, or at such earlier time as shall be agreed upon by
the Representative and the Company, at the offices of Ellenoff Grossman & Schole LLP, counsel to the Underwriters (“EGS”),
or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the
Firm Units is called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date by wire transfer
in Federal (same day) funds, payable as follows: $250,000,000 of the proceeds received by the Company for the Firm Units and the sale
of the Placement Warrants (as defined in Section 1.4.2) shall be deposited in the trust account (the “Trust Account”)
established by the Company for the benefit of the Public Shareholders (as defined below), as described in the Registration Statement (as
defined in Section 2.1.1) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”)
between the Company and Continental Stock Transfer & Trust Company (“CST”). The funds deposited in the Trust Account
shall include an aggregate of $11,250,000 ($0.45 per Firm Unit), payable to the Underwriters as Deferred Underwriting Commission, in accordance
with Section 1.3 hereof. The remaining proceeds (less commissions and actual expense payments or other fees payable
pursuant to this Agreement), if any, shall be paid to the order of the Company upon delivery to the Representative of certificates (in
form and substance satisfactory to the Representative) representing the Firm Units (or through the facilities of The Depository Trust
Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and
in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing
Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Firm
Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver
any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public
Shareholders” means the holders of Ordinary Shares sold as part of the Units (as defined below) in the Offering or acquired
in the aftermarket, including the Sponsor (as defined below) and any officer or director of the Company, to the extent, he, she or it
acquires such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day”
shall mean any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required
by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law
to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other
similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long
as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally open
for use by customers on such day.
1.2. Over-Allotment Option.
1.2.1. Option Units.
The Representative is hereby granted an option (the “Over-allotment Option”) to purchase up to an additional 3,750,000
units (the “Option Units”), the net proceeds of which will be deposited in the Trust Account, for the purposes of covering
any over-allotments in connection with the distribution and sale of the Firm Units. Such Option Units shall be identical in all respects
to the Firm Units. Such Option Units shall be purchased for each account of the several Underwriters in the same proportion as the number
of Firm Units, set forth opposite such Underwriter’s name on Schedule A hereto, bears to the total number of Firm Units (subject
to adjustment by the Representative to eliminate fractions). The Firm Units and the Option Units are hereinafter collectively referred
to as the “Units,” and the Units, the Public Shares, the Public Warrants included in the Units, and the Ordinary Shares
issuable upon exercise of the Public Warrants are hereinafter referred to collectively as the “Public Securities.”
No Option Units shall be sold or delivered unless the Firm Units previously have been, or simultaneously are, sold and delivered. The
right to purchase the Option Units, or any portion thereof, may be exercised from time to time and to the extent not previously exercised
may be surrendered and terminated at any time upon notice by the Representative to the Company. The purchase price to be paid by the Underwriters
to the Company for each Option Unit will be $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 (“Effective
Date”) of the Registration Statement (as defined in Section 2.1.1 hereof). The Underwriters will not be
under any obligation to purchase any Option Units prior to the exercise of the Over-allotment Option. The Over-allotment Option granted
hereby may be exercised only by written notice to the Company by the Representative, which must be confirmed in accordance with Section
9.1 herein setting forth the number of Option Units to be purchased and the date and time for delivery of and payment for the
Option Units (the “Option Closing Date”), which will not be later than five (5) full Business Days after the date of
the notice or such other time and in such other manner as shall be agreed upon by the Company and the Representative, at the offices of
EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and
the Representative. If such delivery and payment for the Option Units does not occur on the Closing Date, the Option Closing Date will
be as set forth in the notice. Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the Underwriters,
and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Units
specified in such notice.
1.2.3. Payment and
Delivery. Payment for the Option Units shall be made on the Option Closing Date by wire transfer in Federal (same day) funds, payable
as follows: $10.00 per Option Unit shall be deposited in the Trust Account pursuant to the Trust Agreement upon delivery to the Representative
of certificates (in form and substance satisfactory to the Representative) representing the Option Units (or through the facilities of
DTC) for the account of the Representative. The amount to be deposited in the Trust Account will include $0.65 per Option Unit (up to
$2,437,500), payable to the Underwriters, as Deferred Underwriting Commission, in accordance with Section 1.3 hereof.
The certificates representing the Option Units to be delivered will be in such denominations and registered in such names as the Representative
requests in writing not less than two (2) full Business Days prior to the Closing Date or the Option Closing Date, as the case may be,
and will be made available to the Representative for inspection, checking and packaging at the aforesaid office of the Company’s
transfer agent or correspondent not less than one (1) full Business Day prior to such Closing Date. The Company shall not be obligated
to sell or deliver the Option Units except upon tender of payment by the Representative for applicable Option Units.
1.3. Deferred Underwriting
Commission. The Representative agrees that 4.5% of the gross proceeds from the sale of the Firm Units ($11,250,000) and 6.5% of the
gross proceeds from the sale of the Option Units (up to $2,437,500), if any (collectively, the “Deferred Underwriting Commission”),
will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Underwriters
upon the occurrence of the Business Combination Closing. The Trust Agreement shall provide that the trustee is required to obtain a joint
written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account,
including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets
of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall
not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate
a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation
of the Trust Account as provided in the Trust Agreement, the Representative, on behalf of itself and the Underwriters, agrees that: (i)
the Underwriters shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon;
and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed
on a pro-rata basis among the Public Shareholders. The Representative shall have the right to agree to any further modifications to the
Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively
by the Representative on behalf of the Underwriters. For the avoidance of doubt, the obligations of each Underwriter under this Agreement
shall be fully satisfied upon the payment of the purchase price for the Units purchased by such Underwriter on the Closing Date or Option
Closing Date without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any
time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit
any right or claim to its Deferred Underwriting Commission, in which case the Company and the Representative agree to instruct the Trustee
not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance
of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective
portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.
1.4. Private Placements.
1.4.1. Founder Shares.
On January 23, 2024, the Company issued an aggregate of 5,750,000 Class B ordinary shares, par value $0.0001 per share (the “Founder
Shares”), for a total subscription price of $25,000 to Centurion Sponsor LP, a Cayman Islands exempted limited partnership (“Sponsor”).
On April 29, 2024, the Company affected a share capitalization of 1,437,500 Founder Shares, resulting in our Sponsor holding 7,187,500
Founder Shares. On May 20, 2024, our Sponsor transferred 30,000 Founder Shares to three of the Company’s independent directors (an
aggregate of 90,000 Founder Shares) at their original purchase price, resulting in our Sponsor holding 7,097,500 Founder Shares. No underwriting
discounts, commissions or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described
in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor or the Company’s independent
directors until the earlier of: (A) one year after the completion of the initial Business Combination and (B) subsequent to the Business
Combination, (x) if the closing price of Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share
capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing
at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share
exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their Ordinary Shares
for cash, securities or other property. The holders of Founder Shares shall have no right to any liquidating distributions from the Trust
Account with respect to their Founder Shares in the event the Company fails to consummate a Business Combination. The holders of the Founder
Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised
in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 937,500 Founder Shares) such that the Founder Shares
then outstanding will comprise 20.0% of the issued and outstanding ordinary shares of the Company after giving effect to the Offering
and exercise, if any, of the Over-allotment Option.
1.4.2. Private Placement.
Simultaneously with the Closing Date, (i) the Sponsor will purchase from the Company, pursuant to the Sponsor Purchase Agreement (as defined
in Section 2.21.2 hereof), 4,500,000 warrants and (ii) the Underwriters will purchase from the Company, pursuant to the
Underwriters Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,500,000 warrants (Cantor Fitzgerald
agreed to purchase 1,750,000 warrants and Odeon Capital Group LLC agreed to purchase 750,000 warrants), which warrants are substantially
identical to the Public Warrants subject to certain exceptions (collectively, the “Placement Warrants” and together
with the Public Warrants, the “Warrants”), at a purchase price of $1.00 per Placement Warrant, in a private placement
intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”).
The private placement of the Placement Warrants to the Sponsor and the Underwriters is referred to herein as the “Private Placement.”
Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. None of the Placement Warrants (or
the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or the Underwriters, other than to their permitted
transferees, until thirty (30) days after consummation of a Business Combination. The Underwriters acknowledge and agree that the Placement
Warrants and the underlying Ordinary Shares acquired by the Underwriters pursuant to the Underwriters Purchase Agreement will be deemed
compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore also be subject to lock-up
for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant
to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Underwriters pursuant
to the Underwriters Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of
any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities
by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in
the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to
the lock-up restriction for the remainder of the time period.
1.4.3. No underwriting discounts,
commissions, or placement fees have been or will be payable in connection with the Placement Warrants. The Placement Warrants are identical
to the Public Warrants except that (i) the Placement Warrants (including the underlying securities) may not, subject to certain limited
exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial Business
Combination, (ii) will be entitled to registration rights and (iii) with respect to Placement Warrants held by the Underwriters and/or
their designees, such Placement Warrants will be subject to the additional lock-up and registration rights limitations imposed by FINRA
Rule 5110 and will not be exercisable more than five years from the commencement of sales in the Offering in accordance with FINRA Rule
5110(g)(8). The Public Securities, the Placement Warrants, and the Founder Shares are hereinafter referred to collectively as the “Securities”.
1.5. Working Capital.
Upon consummation of the Offering and the Private Placement, it is intended that approximately $1,000,000 of the proceeds from the Offering
and the Private Placement will be released to the Company and held outside of the Trust Account to fund the working capital requirements
of the Company.
1.6. Interest Income.
Prior to the Company’s consummation of a Business Combination or the Company’s liquidation, interest earned on the Trust Account
may be released to the Company from the Trust Account in accordance with the terms of the Trust Agreement to pay any taxes payable by
the Company and up to $100,000 for liquidation expenses, all as more fully described in the Prospectus (as defined below).
2. Representations and Warranties of the
Company. The Company represents and warrants to the Underwriters as follows:
2.1. Filing of Registration
Statement.
2.1.1. Pursuant to
the Act. The Company has filed with the Commission a registration statement and an amendment or amendments thereto, on Form S-1 (File
No. 333-[ ]), including any related preliminary prospectus (“Preliminary Prospectus”), including any prospectus that
is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement, for the registration of
the Public Securities under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity
with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act.
The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have
been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the
time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents
filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A
of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated
the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted
to be omitted at the time of effectiveness by Rule 430A of the Regulations, filed by the Company with the Commission pursuant to Rule
424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of
Sale,” as used in the Act, means 5:00 p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the
Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on [ ], 2024, for distribution by the
Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Sale Preliminary Prospectus”).
If the Company has filed, or is required pursuant to the terms hereof to file, a Registration Statement pursuant to Rule 462(b) under
the Act registering additional securities of any type or an amendment to such Registration Statement (a “Rule 462(b) Registration
Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be
deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective
upon filing, no other document with respect to the Registration Statement has been filed with the Commission. All of the Public Securities
have been registered for public sale under the Act pursuant to the Registration Statement and, if any Rule 462(b) Registration Statement
is filed, will be duly registered for public sale under the Act with the filing of such Rule 462(b) Registration Statement. The Registration
Statement has been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company
or the Representative determines that at the Time of Sale, the Sale Preliminary Prospectus included an untrue statement of a material
fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they
were made, not misleading, and the Company and the Representative agree to provide an opportunity to purchasers of the Units to terminate
their old purchase contracts and enter into new purchase contracts, then the Sale Preliminary Prospectus will be deemed to include any
additional information available to purchasers at the time of entry into the first such new purchase contract.
2.1.2. Pursuant to
the Exchange Act. The Company has filed with the Commission a Registration Statement on Form 8-A (File Number 001-[ ]) providing for
the registration under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of the Units, the Public
Shares and the Public Warrants. The registration of the Units, Public Shares and Public Warrants under the Exchange Act has been declared
effective by the Commission on the date hereof and the Units, the Public Shares and the Public Warrants have been registered pursuant
to Section 12(b) of the Exchange Act.
2.1.3. No Stop Orders,
Etc. Neither the Commission nor, to the Company’s knowledge, assuming reasonable inquiry, any federal, state or other regulatory
authority has issued any order or threatened to issue any order preventing or suspending the use of the Registration Statement, any Preliminary
Prospectus, the Sale Preliminary Prospectus or Prospectus or any part thereof, or has instituted or, to the Company’s knowledge,
assuming reasonable inquiry, threatened to institute any proceedings with respect to such an order.
2.2. Disclosures in Registration
Statement.
2.2.1. 10b-5 Representation.
At the time of effectiveness of the Registration Statement (or at the time of any post-effective amendment to the Registration Statement)
and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement, the Sale Preliminary
Prospectus and the Prospectus do and will contain all material statements that are required to be stated therein in accordance with the
Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. The Registration
Statement, as of the Effective Date, did not, and the amendments and supplements thereto, as of their respective dates, will not contain
any untrue statement of a material fact or omit to state any material fact required to be stated therein, or necessary to make the statements
therein, not misleading. The Prospectus, as of its date and the Closing Date or the Option Closing Date, as the case may be, did not,
and the amendments and supplements thereto, as of their respective dates, will not, include any untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were
made, not misleading. The Sale Preliminary Prospectus, as of the Time of Sale (or such subsequent Time of Sale pursuant to Section
2.1.1), did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading. When any Preliminary Prospectus or the Sale Preliminary
Prospectus was first filed with the Commission (whether filed as part of the Registration Statement for the registration of the Public
Securities or any amendment thereto or pursuant to Rule 424(a) of the Regulations) and when any amendment thereof or supplement thereto
was first filed with the Commission, such Preliminary Prospectus or the Sale Preliminary Prospectus and any amendments thereof and supplements
thereto complied or will have been corrected in the Sale Preliminary Prospectus and the Prospectus to comply in all material respects
with the applicable provisions of the Act and the Regulations and did not and will not contain an untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading. The representation and warranty made in this Section 2.2.1 does
not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company
with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Sale Preliminary Prospectus
or the Prospectus or any amendment thereof or supplement thereto. The parties acknowledge and agree that such information provided by
or on behalf of the Underwriters consists solely of the following: the names of the Underwriters, the information with respect to dealers’
concessions and reallowances contained in the section entitled “Underwriting,” the information with respect to short positions
and stabilizing transactions contained in the section entitled “Underwriting” and the identity of counsel to the Underwriters
contained in the section entitled “Legal Matters” (such information, collectively, the “Underwriters’ Information”).
2.2.2. Disclosure
of Agreements. The agreements and documents described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus
conform to the descriptions thereof contained therein in all material respects and there are no agreements or other documents required
to be described in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus or to be filed with the Commission as
exhibits to the Registration Statement, that have not been so described or filed. Each agreement or other instrument (however characterized
or described) to which the Company is a party or by which its property or business is or may be bound or affected and (i) that is referred
to in the Registration Statement, Sale Preliminary Prospectus or the Prospectus or attached as an exhibit thereto, or (ii) that is material
to the Company’s business, has been duly authorized and validly executed by the Company, is in full force and effect and is enforceable
against the Company and, to the Company’s knowledge, assuming reasonable inquiry, the other parties thereto, in accordance with
its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’
rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal and
state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject
to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, and no such agreement
or instrument has been assigned by the Company, and neither the Company nor, to the Company’s knowledge, assuming reasonable inquiry,
any other party is in breach or default thereunder and, to the Company’s knowledge, assuming reasonable inquiry, no event has occurred
that, with the lapse of time or the giving of notice, or both, would constitute a breach or default thereunder. To the Company’s
knowledge, assuming reasonable inquiry, the performance by the Company of the material provisions of such agreements or instruments will
not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court,
domestic or foreign, having jurisdiction over the Company or any of its assets or businesses, including, without limitation, those relating
to environmental laws and regulations.
2.2.3. Prior Securities
Transactions. No securities of the Company have been sold by the Company or by or on behalf of, or for the benefit of, any person
or persons controlling, controlled by, or under common control with the Company since the date of the Company’s formation, except
as disclosed in the Registration Statement.
2.2.4. Regulations.
The disclosures in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus concerning the effects of federal, foreign,
state and local regulation on the Company’s business as currently contemplated are correct in all material respects and do not omit
to state a material fact necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading.
2.3. Changes After Dates in
Registration Statement.
2.3.1. No Material
Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Sale Preliminary Prospectus
and the Prospectus, except as otherwise specifically stated therein, (i) there has been no material adverse change in the condition, financial
or otherwise, or business prospects of the Company, (ii) there have been no material transactions entered into by the Company, other than
as contemplated pursuant to this Agreement, (iii) no member of the Company’s board of directors (the “Board of Directors”)
or management has resigned from any position with the Company and (iv) no event or occurrence has taken place which materially impairs,
or would likely materially impair, with the passage of time, the ability of the members of the Board of Directors or management to act
in their capacities with the Company as described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus.
2.3.2. Recent Securities
Transactions. Subsequent to the respective dates as of which information is given in the Registration Statement, the Sale Preliminary
Prospectus and the Prospectus, and except as may otherwise be indicated or contemplated herein or therein, the Company has not (i) issued
any securities or incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) declared or paid any dividend
or made any other distribution on or in respect to its share capital.
2.4. Independent Registered
Public Accounting Firm. To the Company’s knowledge, WithumSmith+Brown, PC (“Withum”), whose report is filed
with the Commission as part of, and is included in, the Registration Statement, the Sale Preliminary Prospectus, and the Prospectus, is
an independent registered public accounting firm as required by the Act, the Regulations and the Public Company Accounting Oversight Board
(the “PCAOB”), including the rules and regulations promulgated by such entity. To the Company’s knowledge, Withum
is currently registered with the PCAOB. Withum has not, during the periods covered by the financial statements included in the Registration
Statement, the Sale Preliminary Prospectus and the Prospectus, provided to the Company any non-audit services, as such term is used in
Section 10A(g) of the Exchange Act.
2.5. Financial Statements;
Statistical Data.
2.5.1. Financial Statements.
The financial statements, including the notes thereto and supporting schedules (if any) included in the Registration Statement, the Sale
Preliminary Prospectus and the Prospectus fairly present the financial position, the results of operations and the cash flows of the Company
at the dates and for the periods to which they apply; such financial statements have been prepared in conformity with United States generally
accepted accounting principles (“GAAP”), consistently applied throughout the periods involved; and the supporting schedules
included in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus present fairly the information required to
be stated therein in conformity with the Regulations. No other financial statements or supporting schedules are required to be included
or incorporated by reference in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus. The Registration Statement,
the Sale Preliminary Prospectus and the Prospectus disclose all material off-balance sheet transactions, arrangements, obligations (including
contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a material
current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity,
capital expenditures, capital resources, or significant components of revenues or expenses. There are no pro forma or as adjusted financial
statements that are required to be included in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus in accordance
with Regulation S-X or Form S-1 that have not been included as required.
2.5.2. Statistical
Data. The statistical, industry-related and market-related data included in the Registration Statement, the Sale Preliminary Prospectus,
and/or the Prospectus are based on or derived from sources that the Company reasonably and in good faith believes are reliable and accurate,
and such data materially agree with the sources from which they are derived.
2.6. Authorized Capital;
Options. The Company had at the date or dates indicated in each of the Registration Statement, the Sale Preliminary Prospectus, and
the Prospectus, as the case may be, duly authorized, issued and outstanding capitalization as set forth in the Registration Statement,
the Sale Preliminary Prospectus, and the Prospectus. Based on the assumptions stated in the Registration Statement, the Sale Preliminary
Prospectus, and the Prospectus, the Company will have on the Closing Date or on the Option Closing Date, as the case may be, the adjusted
share capitalization set forth therein. Except as set forth in, or contemplated by the Registration Statement, the Sale Preliminary Prospectus
and the Prospectus, on the Effective Date and on the Closing Date or Option Closing Date, as the case may be, there will be no options,
warrants, or other rights to purchase or otherwise acquire any authorized but unissued Ordinary Shares or any security convertible into
Ordinary Shares, or any contracts or commitments to issue or sell Ordinary Shares or any such options, warrants, rights or convertible
securities.
2.7. Valid Issuance of Securities.
2.7.1. Outstanding
Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have
been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect
thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was issued in violation
of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized
and outstanding securities of the Company conform in all material respects to all statements relating thereto contained in the Registration
Statement, the Sale Preliminary Prospectus and the Prospectus. All offers and sales and any transfers of the outstanding securities of
the Company were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws or, based
in part on the representations and warranties of the purchasers of such securities, exempt from such registration requirements.
2.7.2. Securities
Sold Pursuant to this Agreement. The Public Securities have been duly authorized and reserved for issuance and when issued and paid
for in accordance with this Agreement, will be validly issued, and the Ordinary Shares will be fully paid and non-assessable and the holders
thereof are not and will not be subject to personal liability by reason of being such holders. The Public Securities are not and will
not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company;
and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities has been duly and validly
taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation
and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof contained in the Registration
Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Public Warrants will
constitute valid and binding obligations of the Company to issue and deliver the number and type of securities of the Company called for
thereby in accordance with the terms thereof and such Public Warrants will be enforceable against the Company in accordance with their
respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting
creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign,
federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable
relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
The Ordinary Shares issuable upon exercise of the Public Warrants have been reserved for issuance upon the exercise of the Public Warrants
and upon payment of the consideration therefor, and when issued and delivered in accordance with the terms thereof and the Warrant Agreement
(as defined in Section 2.23) such Ordinary Shares will be duly and validly authorized, validly issued and upon payment therefor,
fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.
2.7.3. Placement Securities.
2.7.3.1. When paid for and
issued, the Placement Warrants will constitute valid and binding obligations of the Company to issue and deliver the number and type of
securities of the Company called for thereby in accordance with the terms thereof and such Placement Warrants are enforceable against
the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization
or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may
be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other
forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor
may be brought. The Ordinary Shares issuable upon exercise of the Placement Warrants have been reserved for issuance upon the exercise
of the Placement Warrants and upon payment of the consideration therefor, and when issued and delivered in accordance with the terms thereof
and the Warrant Agreement (as defined in Section 2.23) such Ordinary Shares will be duly and validly authorized, validly issued
and upon payment therefor, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability
by reason of being such holders.
2.7.4. No Integration.
Neither the Company nor any of its affiliates has, prior to the date hereof, made any offer or sale of any securities which are required
to be or may be “integrated” pursuant to the Act or the Regulations with the Offering.
2.8. Registration
Rights of Third Parties. Except as set forth in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, no
holders of any securities of the Company or any rights exercisable for or convertible or exchangeable into securities of the Company have
the right to require the Company to register any such securities of the Company under the Act or to include any such securities in a registration
statement to be filed by the Company.
2.9. Validity and
Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23), the
Trust Agreement, the Sponsor Purchase Agreement, the Underwriters Purchase Agreement, the Services Agreement (as defined in Section 2.21.4),
the Registration Rights Agreement (as defined in Section 2.21.5) and the Insider Letter (as defined in Section 2.21.1)
(collectively with this Agreement, the “Transaction Documents”) have been duly and validly authorized by the Company
and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in
accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or
similar laws affecting creditors’ rights generally, (ii) with respect to this Agreement only, as enforceability of any indemnification
or contribution provision may be limited under the foreign, federal and state securities laws and (iii) that the remedy of specific performance
and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before
which any proceeding therefor may be brought.
2.10. No Conflicts,
Etc. The execution, delivery, and performance by the Company of the Transaction Documents, the consummation by the Company of the
transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not,
with or without the giving of notice or the lapse of time or both: (i) result in a breach or violation of, or conflict with any of the
terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien,
charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement, obligation, condition, covenant
or instrument to which the Company is a party or bound or to which its property is subject except pursuant to the Trust Agreement; (ii)
result in any violation of the provisions of the Company’s Memorandum and Articles of Association, as may be amended and/or restated
from time to time, of the Company (the “Charter Documents”); or (iii) violate any existing applicable statute, law,
rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company
or any of its properties, assets or business constituted as of the date hereof.
2.11. No Defaults;
Violations. No default or violation exists in the due performance and observance of any term, covenant or condition of any license,
contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation
for borrowed money, or any other agreement or instrument to which the Company is a party or by which the Company may be bound or to which
any of the properties or assets of the Company is subject. The Company is not in violation of any term or provision of its Charter Documents
or in violation of any franchise, license, permit, applicable law, rule, regulation, judgment or decree of any governmental agency or
court, domestic or foreign, having jurisdiction over the Company or any of its properties or businesses.
2.12. Corporate Power; Licenses;
Consents.
2.12.1. Conduct of
Business. The Company has all requisite corporate power and authority, and has all necessary authorizations, approvals, orders, licenses,
certificates and permits of and from all governmental regulatory officials and bodies that it needs as of the date hereof to conduct its
business purpose as described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus. The disclosures in the
Registration Statement, the Sale Preliminary Prospectus and the Prospectus concerning the effects of foreign, federal, state and local
regulation on 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, in the light
of the circumstances under which they were made, not misleading. Since its formation, the Company has conducted no business and has incurred
no liabilities other than in connection with its formation, in furtherance of the Offering or as otherwise described in the Registration
Statement, the Sale Preliminary Prospectus or the Prospectus, as applicable.
2.12.2. Transactions
Contemplated Herein. The Company has all requisite corporate power and authority to enter into the Transaction Documents and to carry
out the provisions and conditions hereof and thereof, and all consents, authorizations, approvals and orders required in connection herewith
and therewith have been obtained. No consent, authorization, or order of, and no filing with, any court, government agency or other body,
foreign or domestic, is required for the valid issuance, sale and delivery, of the Securities and the consummation of the transactions
and agreements contemplated by the Transaction Documents and as contemplated by the Registration Statement, the Sale Preliminary Prospectus
and the Prospectus, except with respect to applicable foreign, federal and state securities laws, the rules of The Nasdaq Stock Market
(“Nasdaq”) and the rules and regulations promulgated by FINRA.
2.12.3. Jurisdiction and
Designation. The Company has the power to submit, and pursuant to Section 9.7 of this Agreement has, to the extent permitted
by law, legally, validly and irrevocably submitted, to the jurisdiction of any New York State or United States Federal court sitting in
The City of New York, Borough of Manhattan.
2.13. D&O Questionnaires.
To the Company’s knowledge, assuming reasonable inquiry, all information contained in the questionnaires (the “Questionnaires”)
completed by each of the Company’s officers, directors and shareholders (the “Insiders”) and provided to the
Representative and its counsel and the biographies of the Insiders and other persons contained in the Registration Statement, Sale Preliminary
Prospectus and the Prospectus (to the extent a biography is contained) is true and correct and the Company has not become aware of any
information which would cause the information disclosed in the Questionnaires completed by each Insider to become inaccurate, incorrect
or incomplete.
2.14. Litigation;
Governmental Proceedings. There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation or governmental proceeding
pending, or to the Company’s knowledge, assuming reasonable inquiry, threatened against or involving the Company or, to the Company’s
knowledge, assuming reasonable inquiry, any Insider or any shareholder or member of an Insider that has not been disclosed, that is required
to be disclosed, in the Registration Statement, the Sale Preliminary Prospectus, the Prospectus or the Questionnaires.
2.15. Good Standing.
The Company has been duly incorporated and is validly existing as an exempted company and is in good standing under the laws of its jurisdiction
of incorporation. The Company is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in
which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would
not have a material adverse effect on the condition (financial or otherwise), earnings, assets, prospects, business, operations or properties
of the Company, whether or not arising from transactions in the ordinary course of business (a “Material Adverse Effect”).
2.16. No Contemplation
of a Business Combination. The Company has not selected any specific Business Combination target (each a “Target Business”)
and it has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any Target Business
with respect to an initial Business Combination with the Company.
2.17. Transactions Requiring
Disclosure to FINRA.
2.17.1. Finder’s
Fees. Except as described in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus, there are no claims, payments,
arrangements, agreements or understandings relating to the payment of a brokerage commission or finder’s, consulting or origination
fee by the Company or any Insider with respect to the sale of the Securities hereunder or any other arrangements, agreements or understandings
of the Company or to the Company’s knowledge, assuming reasonable inquiry, any Insider that may affect the Underwriters’ compensation,
as determined by FINRA.
2.17.2. Payments Within
180 Days. The Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s
fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons
who raised or provided capital to the Company; (ii) to the Company’s knowledge, any “participating member,” as defined
in FINRA Rule 5110, with respect to the Offering (“Participating Member”) within the 180-day period prior to the initial
filing of the Registration Statement, other than the prior payments to the Representative in connection with the Offering. The Company
has not issued any warrants or other securities, or granted any options, directly or indirectly, to any Participating Member within the
180-day period prior to the initial filing date of the Registration Statement. No person to whom securities of the Company have been privately
issued within the 180-day period prior to the initial filing date of the Registration Statement has any relationship or affiliation or
association with any Participating Member. Except with respect to the Underwriters in connection with the Offering, the Company has not
entered into any agreement or arrangement (including, without limitation, any consulting agreement or any other type of agreement) during
the 180-day period prior to the initial filing date of the Registration Statement with the Commission, which arrangement or agreement
provides for the receipt of “underwriting compensation” as defined in FINRA Rule 5110 by any Participating Member.
2.17.3. FINRA Affiliation.
Except as disclosed in the FINRA Questionnaires provided to the Representative, to the Company’s knowledge, no officer or director
or any direct or indirect beneficial owner (including the Insiders) of any class of the Company’s unregistered securities (whether
debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) has any direct or indirect
affiliation or association with any Participating Member (as determined in accordance with the rules and regulations of FINRA). The Company
will advise the Representative and EGS if it learns that any officer or director or any direct or indirect beneficial owner (including
the Insiders) is or becomes an affiliate or associated person of a Participating Member.
2.17.4. Share Ownership.
Except as disclosed in the FINRA Questionnaires provided to the Representative, to the Company’s knowledge, no officer or director
or any direct or indirect beneficial owner (including the Insiders) of any class of the Company’s unregistered securities is an
owner of shares or other securities of any Participating Member (other than securities purchased on the open market).
2.17.5. Loans.
To the Company’s knowledge, no officer or director or any direct or indirect beneficial owner (including the Insiders) of any class
of the Company’s unregistered securities has made a subordinated loan to any Participating Member.
2.17.6. Proceeds of
the Offering. Except as described in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus, no proceeds from
the sale of the Public Securities (excluding underwriting compensation) or the Placement Warrants, will be paid to any Participating Member,
except as specifically authorized herein.
2.17.7. Conflicts
of Interest. To the Company’s knowledge, assuming reasonable inquiry, no Participating Member has a conflict of interest with
the Company. For this purpose, a “conflict of interest” exists when a Participating Member and/or its associated persons,
parent or affiliates in the aggregate beneficially own 10% or more of the Company’s outstanding common equity or 10% or more of
the Company’s preferred equity.
2.18. Taxes.
2.18.1. There are no transfer
taxes or other similar fees or charges under U.S. federal law or the laws of any U.S. state or any political subdivision of the United
States, or under the laws of any non-U.S. jurisdiction, required to be paid in connection with the execution and delivery of this Agreement
or the issuance or sale by the Company of the Public Securities.
2.18.2. The Company has filed
all U.S. federal, state and local, and non-U.S., tax returns required to be filed with taxing authorities prior to the date hereof in
a timely manner or has duly obtained extensions of time for the filing thereof and the Company has paid all taxes shown as due on such
returns that were filed and has paid all taxes imposed on it and any other assessment, fine or penalty levied against it, to the extent
that any of the foregoing is due and payable, in the case of each of the foregoing, except where the failure to file or pay, as applicable,
would not have a Material Adverse Effect. The Company has made appropriate provisions in the applicable financial statements referred
to in Section 2.5.1 above in respect of all federal, state, local and foreign income and franchise taxes for all current
or prior periods as to which the tax liability of the Company has not been finally determined.
2.19. Foreign Corrupt Practices
Act; Anti-Money Laundering; Patriot Act.
2.19.1. Foreign Corrupt
Practices Act. Neither the Company nor to the Company’s knowledge, assuming reasonable inquiry, any of the Insiders or any other
person acting on behalf of the Company, has, directly or indirectly, given or agreed to give any money, gift or similar benefit (other
than legal price concessions to customers in the ordinary course of business) to any customer, supplier, employee or agent of a customer
or supplier, or official or employee of any governmental agency or instrumentality of any government (domestic or foreign) or any political
party or candidate for office (domestic or foreign) or other person who was, is, or may be in a position to help or hinder the business
of the Company (or assist it in connection with any actual or proposed transaction) that (i) might subject the Company to any damage or
penalty in any civil, criminal or governmental litigation or proceeding, (ii) if not given in the past, might have had a Material Adverse
Effect, or (iii) if not continued in the future, might adversely affect the assets, business or operations of the Company. The Company
has taken reasonable steps to ensure that its accounting controls and procedures are sufficient to cause the Company to comply in all
material respects with the Foreign Corrupt Practices Act of 1977, as amended.
2.19.2. Currency and
Foreign Transactions Reporting Act. The operations of the Company are and have been conducted at all times in compliance with (i)
the requirements of the U.S. Treasury Department Office of Foreign Asset Control and (ii) applicable financial recordkeeping and reporting
requirements of the Currency and Foreign Transaction Reporting Act of 1970, as amended, including the Money Laundering Control Act of
1986, as amended, the rules and regulations thereunder and any related or similar money laundering statutes, rules, regulations or guidelines,
issued, administered or enforced by any Federal governmental agency (collectively, the “Money Laundering Laws”) and
no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company
with respect to the Money Laundering Laws is pending or, to the Company’s knowledge, threatened.
2.19.3. Patriot Act.
Neither the Company nor to the Company’s knowledge, assuming reasonable inquiry, any Insider has violated the Bank Secrecy Act of
1970, as amended, or Uniting and Strengthening of America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism
(USA PATRIOT) Act of 2001, and/or the rules and regulations promulgated under any such law, or any successor law.
2.20. Officers’
Certificate. Any certificate signed by any duly authorized officer of the Company in connection with the Offering and delivered to
the Representative or to EGS shall be deemed a representation and warranty by the Company to the Underwriters as to the matters covered
thereby.
2.21. Agreements With Insiders.
2.21.1. Insider Letter.
Each of the Insiders has executed and delivered a letter agreement, a form of which is annexed as an exhibit to the Registration Statement
(the “Insider Letter”), pursuant to which each of the Insiders of the Company agree to certain matters.
2.21.2. Sponsor Purchase
Agreement. The Company and the Sponsor have executed and delivered a Private Placement Warrants Purchase Agreement, the form of which
is annexed as an exhibit to the Registration Statement (the “Sponsor Purchase Agreement”), pursuant to which the Sponsor
will, among other things, on the Closing Date, consummate the purchase of and deliver the purchase price for the Placement Warrants to
be sold to the Sponsor described in Section 1.4.2. Certain proceeds from the sale of the Placement Warrants will be deposited
by the Company in the Trust Account in accordance with the terms of the Trust Agreement on the Closing Date as provided for in the Sponsor
Purchase Agreement.
2.21.3. Underwriters
Purchase Agreement. The Company and the Underwriters have executed and delivered a Private Placement Warrants Purchase Agreement,
the form of which is annexed as an exhibit to the Registration Statement (the “Underwriters Purchase Agreement”, and
together with the Sponsor Purchase Agreement, the “Purchase Agreements”), pursuant to which the Underwriters will,
among other things, on the Closing Date, consummate the purchase of and deliver the purchase price for the Placement Warrants to be sold
to the Underwriters described in Section 1.4.2. Certain proceeds from the sale of the Placement Warrants will be deposited
by the Company in the Trust Account in accordance with the terms of the Trust Agreement on the Closing Date as provided for in the Underwriters
Purchase Agreement.
2.21.4. Administrative
Services. The Company and the Sponsor have entered into an agreement (“Services Agreement”) substantially in the
form annexed as an exhibit to the Registration Statement pursuant to which an affiliate of the Sponsor will make available to the Company
office space, utilities and secretarial and administrative support services for $10,000 per month until the Business Combination Closing
and the Company will reimburse the Sponsor for any reasonable and documented out-of-pocket expenses related to identifying, investigating
and completing a Business Combination.
2.21.5. Registration
Rights Agreement. The Company, the Sponsor, the Underwriters and the other parties thereto have entered into a Registration Rights
Agreement (“Registration Rights Agreement”) substantially in the form annexed as an exhibit to the Registration Statement,
whereby such parties will be entitled to certain registration rights with respect to the securities of the Company they hold or may hold,
as set forth in such Registration Rights Agreement and described more fully in the Registration Statement, the Sale Preliminary Prospectus
and the Prospectus.
2.21.6. Loans.
The Sponsor has agreed to make loans to the Company in the aggregate amount of up to $300,000 (the “Insider Loans”)
pursuant to a promissory note substantially in the form annexed as an exhibit to the Registration Statement. The Insider Loans do not
bear any interest and are repayable by the Company on the earlier of December 31, 2024 and the consummation of the Offering.
2.22. Investment
Management Trust Agreement. The Company has entered into the Trust Agreement with respect to certain proceeds of the Offering and
the Private Placement substantially in the form annexed as an exhibit to the Registration Statement.
2.23. Warrant Agreement.
The Company has entered into a warrant agreement with CST with respect to the Public Warrants, the Placement Warrants and certain other
warrants that may be issued by the Company substantially in the form filed as an exhibit to the Registration Statement (“Warrant
Agreement”).
2.24. No Existing
Non-Competition Agreements. To the Company’s knowledge, assuming reasonable inquiry, no Insider is subject to any non-competition
agreement or non-solicitation agreement with any employer or prior employer which could materially affect their ability to serve as an
officer and/or director of the Company, except as disclosed in the Registration Statement.
2.25. Investments.
No more than 45% of the “value” (as defined in Section 2(a)(41) of the Investment Company Act of 1940, as amended (“Investment
Company Act”)) of the Company’s total assets consist of, and no more than 45% of the Company’s net income after
taxes is derived from, securities other than “Government Securities” (as defined in Section 2(a)(16) of the Investment Company
Act) or money market funds meeting the conditions of Rule 2a-7 of the Investment Company Act.
2.26. Investment
Company Act. The Company is not required, and upon the issuance and sale of the Securities as herein contemplated and the application
of the net proceeds therefrom as described in the Sale Preliminary Prospectus and the Prospectus will not be required, to register as
an “investment company” under the Investment Company Act.
2.27. Subsidiaries.
The Company does not own an interest in any corporation, partnership, limited liability company, joint venture, trust or other business
entity.
2.28. Related Party
Transactions. No relationship, direct or indirect, exists between or among the Company, on the one hand, and any Insider, on the other
hand, which is required by the Act, the Exchange Act or the Regulations to be described in the Registration Statement, the Sale Preliminary
Prospectus and the Prospectus which is not so described as required. There are no outstanding loans, advances (except normal advances
for business expenses in the ordinary course of business) or guarantees of indebtedness by the Company to or for the benefit of any of
the officers or directors of the Company or any of their respective family members, except as disclosed in the Registration Statement,
the Sale Preliminary Prospectus and 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.
2.29. No Influence.
The Company has not offered, or caused the Underwriters to offer, the Firm Units to any person or entity with the intention of unlawfully
influencing: (a) a customer or supplier of the Company or any affiliate of the Company to alter the customer’s or supplier’s
level or type of business with the Company or such affiliate or (b) a journalist or publication to write or publish favorable information
about the Company or any such affiliate.
2.30. Sarbanes-Oxley.
The Company is or on the Closing Date will be, in material compliance with the provisions of the Sarbanes-Oxley Act of 2002, as amended
(“Sarbanes-Oxley”), and the rules and regulations promulgated thereunder and related or similar rules or regulations
promulgated by any governmental or self-regulatory entity or agency, that are applicable to it as of the date hereof.
2.31. Distribution
of Offering Material by the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Date
and the completion of the distribution of the Units, any offering material in connection with the offering and sale of the Units other
than the Sale Preliminary Prospectus and the Prospectus, in each case as supplemented and amended.
2.32. Nasdaq. The
Public Securities have been authorized for listing, subject to official notice of issuance and evidence of satisfactory distribution,
on Nasdaq and the Company knows of no reason or set of facts that is likely to adversely affect such authorization.
2.33. Board of Directors.
As of the Effective Date, the Board of Directors of the Company will be comprised of the persons set forth as “Directors”
or “Director nominees” under the heading of the Sale Preliminary Prospectus and the Prospectus captioned “Management.”
As of the Effective Date, the qualifications of the persons serving as board members and the overall composition of the board will comply
with Sarbanes-Oxley and the rules promulgated thereunder and the rules of Nasdaq that are, in each case, applicable to the Company. As
of the Effective Date, the Company will have an Audit Committee that satisfies the applicable requirements under Sarbanes-Oxley and the
rules promulgated thereunder and the rules of Nasdaq, subject to the permitted phase-in requirements under the rules of Nasdaq.
2.34. Emerging Growth
Company. From its formation through the date hereof, the Company has been and is an “emerging growth company,” as defined
in Section 2(a) of the Act (an “Emerging Growth Company”).
2.35 No Disqualification
Events. Neither the Company, nor any of its predecessors or any affiliated issuer, nor any director, executive officer, or other officer
of the Company participating in the Offering, nor any beneficial owner of 20% or more of the Company’s outstanding voting equity
securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Act) connected with
the Company in any capacity at the time of sale (each, a “Company Covered Person” and, together, “Company Covered Persons”)
is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Act (a “Disqualification
Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine
whether any Company Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its
disclosure obligations under Rule 506(e), and has furnished to the Underwriters a copy of any disclosures provided thereunder.
2.36. Free-Writing
Prospectus and Testing-the-Waters. The Company has not made any offer relating to the Public Securities that would constitute an issuer
free writing prospectus, as defined in Rule 433 under the Act, or that would otherwise constitute a “free writing prospectus”
as defined in Rule 405. The Company: (a) has not engaged in any Testing-the-Waters Communication other than Testing-the-Waters Communications
with the consent of the Representative with entities that are qualified institutional buyers within the meaning of Rule 144A under the
Act or institutions that are accredited investors within the meaning of Rule 501 of Regulation D under the Act and (b) has not authorized
anyone to engage in Testing-the-Waters Communications other than its officers and the Representative and individuals engaged by the Representative.
The Company has not distributed any written Testing-the-Waters Communications other than those listed on Schedule B hereto. “Testing-the-Waters
Communication” means any oral or written communication with potential investors undertaken in reliance on Section 5(d) of the
Act.
2.37. No Fee Arrangements.
As of the date hereof, the Company has not entered into any agreement, written or oral, pursuant to which the Company will be obligated
to pay any Insider or an affiliate of any Insider a consulting, finder or success fees for assisting the Company in consummating a Business
Combination.
2.38. Underwriter
Engagement. The Company does not have any expectation, understanding or agreement with any Underwriter for such Underwriter to provide
any additional services to the Company after the consummation of the Offering relating to the initial Business Combination, the financing
thereof or other related transactions. Any Underwriter’s provision of any such additional services in connection with the initial
Business Combination will require the Company’s separate engagement of such Underwriter in connection with the initial Business
Combination and the entry into a related written engagement agreement between such Underwriter and the Company setting forth the terms
and conditions of the additional services to be provided by such Underwriter to the Company.
3. Covenants of the Company.
The Company covenants and agrees as follows:
3.1. Amendments to
Registration Statement. The Company will deliver to the Representative, prior to filing, any amendment or supplement to the Registration
Statement, any Preliminary Prospectus or the Prospectus proposed to be filed after the Effective Date and the Company shall not file any
such amendment or supplement to which the Representative reasonably objects in writing.
3.2. Federal Securities Laws.
3.2.1. Compliance.
During the time when a Prospectus is required to be delivered under the Act, the Company will use its commercially reasonable efforts
to comply with all requirements imposed upon it by the Act, the Regulations, and the Exchange Act, and by the regulations under the Exchange
Act, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance
with the provisions hereof and the Sale Preliminary Prospectus and the Prospectus. If at any time when a Prospectus relating to the Securities
is required to be delivered under the Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company
or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits
to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the
Act, the Company will notify the Representative promptly and prepare and file with the Commission, subject to Section 3.1 hereof,
an appropriate amendment or supplement in accordance with Section 10 of the Act.
3.2.2. Filing of Final
Prospectus. The Company will file the Prospectus (in form and substance satisfactory to the Underwriters) with the Commission pursuant
to the requirements of Rule 424 of the Regulations.
3.2.3. Exchange Act
Registration. The Company will use its commercially reasonable efforts to maintain the registration of the Public Securities under
the provisions of the Exchange Act (except in connection with a going-private transaction) for a period of five years from the Effective
Date, or until the Company is required to be liquidated or is acquired, if earlier, or, in the case of the Public Warrants, until the
Public Warrants expire and are no longer exercisable or have been exercised or redeemed in full. The Company will not deregister the Public
Securities under the Exchange Act (except in connection with a going private transaction after the completion of a Business Combination)
without the prior written consent of the Representative.
3.2.4. Exchange Act
Filings. From the Effective Date until the earlier of the Company’s initial Business Combination, or its liquidation and dissolution,
the Company shall use its best efforts to timely file with the Commission via the Electronic Data Gathering, Analysis and Retrieval System
(“EDGAR”) such statements and reports as are required to be filed by a company registered under Section 12(b) of the
Exchange Act.
3.2.5. Sarbanes-Oxley
Compliance. As soon as it is legally required to do so, the Company shall take all actions necessary to obtain and thereafter maintain
material compliance with each applicable provision of Sarbanes-Oxley and the rules and regulations promulgated thereunder and related
or similar rules and regulations promulgated by any other governmental or self-regulatory entity or agency with jurisdiction over the
Company.
3.3. Free-Writing
Prospectus. The Company agrees that it will not make any offer relating to the Public Securities that would constitute an issuer free
writing prospectus, as defined in Rule 433 under the Act, or that would otherwise constitute a “free writing prospectus” as
defined in Rule 405, without the prior consent of the Underwriters.
3.4. Delivery to
Underwriters of Prospectuses. The Company will deliver to the Underwriters, without charge and from time to time during the period
when the Prospectus is required to be delivered under the Act or the Exchange Act, such number of copies of each of the Preliminary Prospectus
and the Prospectus as the Underwriters may reasonably request and, as soon as the Registration Statement or any amendment or supplement
thereto becomes effective, deliver to the Underwriters, upon their request, two manually executed Registration Statements, including exhibits,
and all post-effective amendments thereto and copies of all exhibits filed therewith or incorporated therein by reference and all manually
executed consents of certified experts.
3.5. Effectiveness
and Events Requiring Notice to the Representative. The Company will use its commercially reasonable efforts to cause the Registration
Statement to remain effective until the completion of the Offering, and during that time will notify the Representative immediately and
confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance
by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto
or preventing or suspending the use of any Preliminary Prospectus or the Prospectus or of the initiation, or the threatening, of any proceeding
for that purpose; (iii) of the issuance by any foreign or state securities commission of any proceedings for the suspension of the qualification
of the Public Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that
purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or
Prospectus; (v) of the receipt of any comments or request for any additional information from the Commission; and (vi) of the happening
of any event that, during the period described in Section 3.4 hereof, in the reasonable judgment of the Company, makes any statement
of a material fact made in the Registration Statement or the Prospectus untrue or that requires the making of any changes in the Registration
Statement or the Prospectus in order to make the statements therein, and in the light of the circumstances under which they were made,
not misleading. If the Commission or any foreign or state securities commission shall enter a stop order or suspend such qualification
at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.
3.6. Affiliated Transactions.
3.6.1. Business Combinations.
The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company, or
a committee of its independent and disinterested directors, obtains an opinion from an independent investment banking firm or another
independent entity that commonly renders valuation opinions stating that such an initial Business Combination is fair to the Company from
a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve
such transaction.
3.6.2. Compensation
to Insiders. Except as disclosed in the Prospectus, the Company shall not pay any of the Insiders or any of their affiliates any fees
or compensation from the Company, for services rendered to the Company prior to, or in connection with, the consummation of a Business
Combination.
3.7. [Reserved.]
3.8. Reports to the
Representative. 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 or is no longer required to file reports under the Exchange Act, the Company will furnish to the Representative and its
counsel copies of such financial statements and other periodic and special reports as the Company from time to time furnishes generally
to holders of any class of its securities, and promptly furnish to the Underwriters: (i) a copy of each periodic report the Company shall
be required to file with the Commission, (ii) a copy of every press release and every news item and article with respect to the Company
or its affairs that was released by the Company, (iii) a copy of each current Report on Form 8-K or Schedules 13D, 13G, 14D-1 or 13E-4
received or prepared by the Company, (iv) two (2) copies of each registration statement filed by the Company with the Commission under
the Act, and (v) such additional documents and information with respect to the Company and the affairs of any future subsidiaries of the
Company as the Representative may from time to time reasonably request; provided the Representative shall sign, if requested by the Company,
a Regulation FD compliant confidentiality agreement which is reasonably acceptable to the Representative and its counsel in connection
with the Representative’s receipt of such information. Documents filed or furnished with the Commission pursuant to its EDGAR system
shall be deemed to have been delivered to the Representative pursuant to this Section.
3.9. Transfer Agent.
For a period of five (5) years following the Effective Date or until such earlier time upon which the Company is required to be liquidated,
the Company shall retain a transfer agent and warrant agent acceptable to the Representative. CST is acceptable to the Underwriters.
3.10. Payment of
Expenses. The Company hereby agrees to pay all Company expenses incident to the performance of the obligations of the Company under
this Agreement, including but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation,
printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement,
the Preliminary Sale Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing
and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements
thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting
background checks of the Company’s management team, up to a maximum of $5,500 per person, (iv) the preparation, printing, engraving,
issuance and delivery of the Units, the Public Shares and the Public Warrants, including any transfer or other taxes payable thereon,
(v) filing fees incurred in registering the Offering with FINRA and the reasonable and documented fees of counsel of the Underwriters
(such legal fees not to exceed $15,000) in connection therewith, (vi) fees, costs and expenses incurred in listing the Public Securities
on Nasdaq or such other stock exchanges as the Company and the Underwriters together determine, (vii) all fees and disbursements of the
transfer and warrant agent, (viii) all of the Company’s expenses associated with “due diligence” and “road show”
meetings arranged by the Representative and any presentations made available by way of a net roadshow, including without limitation, trips
for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips
incurred by the Company or such management; and (ix) all other costs and expenses customarily borne by an issuer incident to the performance
of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10, provided that the fees and
expenses reimbursed to the Underwriters shall not exceed $75,000 in the aggregate (including legal fees). If the Offering is consummated,
the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth
above (which shall be mutually agreed upon between the Company and the Representative prior to the Closing Date) to be paid by the Company
to the Representative and others. If the Offering is not consummated for any reason (other than a breach by the Underwriters of any of
their obligations hereunder), then the Company shall reimburse the Representative for up to an aggregate of $75,000 of its reasonable
and documented accountable expenses actually incurred through such date, including, without limitation, reasonable and documented out-of-pocket
fees and disbursements of counsel to the Underwriters related to FINRA matters, provided that such legal fees shall not exceed $15,000.
In addition, in the event that the Company requests that any of the Underwriters undertake any financial or capital markets advisory activities
or services (the “Business Combination Services”), the Company hereby agrees to pay at the closing of the Business
Combination, all reasonable and documented out of pocket expenses (including, for the avoidance of doubt, background checks and legal
expenses of external counsel) incurred by such Underwriter in connection therewith and with supporting such Underwriter’s Due Diligence
Defense (as defined below); provided further, however, that the aggregate amount of such expenses (including legal expenses) reimbursable
by the Company shall not exceed $400,000 if the Business Combination is consummated, and $250,000 if the Business Combination is not consummated,
without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed). The Underwriter
will notify the Company when it proposes to engage legal counsel to assist in supporting its Due Diligence Defense; however, for the avoidance
of doubt, failure to timely notify the Company of such engagement shall not negate the Company’s expense reimbursement obligations
set forth herein.
3.11. Application
of Net Proceeds. The Company will apply the net proceeds from the Offering and Private Placement received by it in a manner consistent
in all material respects with the application described under the caption “Use of Proceeds” in the Prospectus.
3.12. Delivery of
Earnings Statements to Security Holders. The Company will make generally available to its security holders as soon as practicable
an earnings statement (which need not be certified by an independent registered public accounting firm unless required by the Act or the
Regulations, but which shall satisfy the provisions of Rule 158(a) under Section 11(a) of the Act) covering a period of at least twelve
consecutive months beginning after the Effective Date.
3.13. Notice to FINRA.
3.13.1. Notice to
the Representative. For a period of sixty (60) days after the date of the Prospectus, in the event any person or entity (regardless
of any FINRA affiliation or association) is engaged, in writing, to assist the Company in its search for a Target Business or to provide
any other services in connection therewith, the Company will provide the following to 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 a Participating Member with respect
to the Offering, as such term is defined in FINRA Rule 5110. The Company also agrees that, if required by law, proper disclosure of such
arrangement or potential arrangement will be made in the tender offer documents or proxy statement which the Company will file with the
Commission in connection with the Business Combination.
3.13.2. FINRA.
The Company shall advise the Representative if it is aware that any 10% or greater shareholder of the Company becomes an affiliate or
associated person of a Participating Member.
3.13.3. Broker/Dealer.
In the event the Company intends to register as a broker/dealer, merge with or acquire a registered broker/dealer, or otherwise become
a member of FINRA, it shall promptly notify FINRA.
3.14. Stabilization.
The Company shall not take, and shall direct its employees, directors or shareholders not to take, directly or indirectly, any action
without the consent of the Representative that is designed to or that has constituted or that might reasonably be expected to cause or
result in, under the Exchange Act, or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate
the sale or resale of the Units.
3.15. Existing Lock-Up
Agreement. The Company will use its best efforts to enforce all existing agreements between the Company and any of its security holders
that prohibit the sale, transfer, assignment, pledge or hypothecation of any of the Securities in connection with the Offering. In addition,
the Company will direct the Company’s transfer agent to place stop transfer restrictions upon any such Securities of the Company
that are bound by such existing “lock-up” agreements for the duration of the periods contemplated in such agreements.
3.16. Payment of
Deferred Underwriting Commission on Business Combination. Upon the occurrence of the Business Combination Closing, the Company agrees
that it will cause the Trustee to pay the Deferred Underwriting Commission directly from the Trust Account to the Underwriters, in accordance
with Section 1.3; provided that the Representative has complied with the provision set forth in Section 3.28.
The Underwriters shall have no claim to payment of any interest earned on the portion of the proceeds held in the Trust Account representing
the Deferred Underwriting Commission.
3.17. Internal Controls.
To the extent required by the Exchange Act, the Company will maintain a system of internal accounting controls sufficient to provide reasonable
assurances that: (i) transactions are executed in accordance with management’s general or specific authorization, (ii) transactions
are recorded as necessary in order to permit preparation of financial statements in accordance with GAAP and to maintain accountability
for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv)
the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect
to any differences.
3.18. Accounting
Firm. Until the earlier of the consummation of the Company’s initial Business Combination or until such earlier time upon which
the Company is required to be liquidated, the Company shall retain Withum or another independent registered public accounting firm reasonably
acceptable to the Representative.
3.19. Form 8-K.
The Company shall, on or prior to the date hereof, retain its independent registered public accounting firm to audit the balance sheet
of the Company as of the Closing Date (“Audited Financial Statements”) reflecting the receipt by the Company of the
proceeds of the Offering and the Private Placement. Within four (4) Business Days after the Closing Date, the Company shall file a Current
Report on Form 8-K with the Commission, which Report shall contain the Company’s Audited Financial Statements. Promptly after the
Option Closing Date, if the Over-allotment Option is exercised after the Closing Date, the Company shall file with the Commission a Current
Report on Form 8-K or an amendment to the Form 8-K to provide updated financial information to reflect the exercise of such option.
3.20. Corporate Proceedings.
All corporate proceedings and other legal matters necessary to carry out the provisions of this Agreement and the transactions contemplated
hereby shall have been effected, except where failure to do so would not individually or in the aggregate have a Material Adverse Effect.
3.21. Investment
Company. The Company shall cause the proceeds of the Offering to be held in the Trust Account to be invested only as provided for
in the Trust Agreement and disclosed in the Prospectus. The Company will conduct its business in a manner so that it will not become subject
to the Investment Company Act. Furthermore, once the Company consummates a Business Combination, it shall be engaged in a business other
than that of investing, reinvesting, owning, holding or trading securities.
3.22. Amendments
to Charter Documents. The Company covenants and agrees, that prior to its initial Business Combination it will not seek to amend or
modify its Charter Documents, except in accordance with the procedures set forth therein.
3.23. Press Releases.
The Company agrees that it will not issue press releases or engage in any other publicity, without the Representative’s prior written
consent (not to be unreasonably withheld, delayed or conditioned), for a period of twenty-five (25) days after the Closing Date. Notwithstanding
the foregoing, in no event shall the Company be prohibited from issuing any press releases or engaging in any other publicity required
by law, except that including the name of any Underwriter therein shall require the prior written consent of such Underwriter (not to
be unreasonably withheld, delayed or conditioned).
3.24. Insurance.
Until the earlier of the consummation of the Company’s initial Business Combination or until such time upon which the Company is
liquidated, the Company will maintain directors’ and officers’ insurance (including, without limitation, insurance covering
the Company, its directors and officers for liabilities or losses arising in connection with the Offering, including, without limitation,
liabilities or losses arising under the Act, the Exchange Act, the Regulations and any applicable foreign securities laws).
3.25. Electronic
Prospectus. The Company shall cause to be prepared and delivered to the Underwriters, at the Company’s expense, promptly, but
in no event later than two (2) Business Days from the effective date of this Agreement, an Electronic Prospectus to be used by the Underwriters
in connection with the Offering. As used herein, the term “Electronic Prospectus” means a form of prospectus, and any
amendment or supplement thereto, that meets each of the following conditions: (i) it shall be encoded in an electronic format, satisfactory
to the Representative, that may be transmitted electronically by the Underwriters to offerees and purchasers of the Units for at least
the period during which a prospectus relating to the Units is required to be delivered under the Act; (ii) it shall disclose the same
information as the paper prospectus and prospectus filed pursuant to EDGAR, except to the extent that graphic and image material cannot
be disseminated electronically, in which case such graphic and image material shall be replaced in the electronic prospectus with a fair
and accurate narrative description or tabular representation of such material, as appropriate; and (iii) it shall be in or convertible
into a paper format or an electronic format, satisfactory to the Representative, that will allow recipients thereof to store and have
continuously ready access to the prospectus at any future time, without charge to such recipients (other than any fee charged for subscription
to the Internet as a whole and for on-line time).
3.26. Private Placement
Proceeds. On or prior to the Effective Date, the Sponsor shall have deposited the funds required to purchase the Placement Warrants
under the Sponsor Purchase Agreement into the Sponsor’s bank account. On or prior to the Closing Date and following receipt of the
funds required to purchase the Placement Warrants pursuant to the terms of the Purchase Agreements, the Company shall cause the applicable
proceeds from the Private Placement to be deposited in the Trust Account pursuant to the terms of the Purchase Agreements.
3.27. Future Financings.
The Company agrees that neither it, nor any successor or subsidiary of the Company, will consummate any public or private equity or debt
financing prior to the Business Combination Closing, unless all investors in such financing expressly waive, in writing, any rights in
or claims against the Trust Account.
3.28. Amendments
to Certain Agreements. The Company shall not amend, modify or otherwise change Section 7 of the Insider Letter (with respect to lock-ups)
without the prior written consent of the Representative, which such consent shall not be unreasonably delayed, conditioned or withheld
by the Representative. The Company shall not amend, modify or otherwise change Section 1(i) of the Trust Agreement (with respect to disbursement
from the Trust Account upon the Business Combination Closing) without the prior written consent of the Representative.
3.29. Maintenance
of Listing on Nasdaq. Until the consummation of a Business Combination, the Company will use its commercially reasonable efforts to
maintain the listing of the Public Securities on Nasdaq or a national securities exchange acceptable to the Representative.
3.30. Reservation
of Shares. The Company will reserve and keep available the maximum number of its authorized but unissued securities which are issuable
upon exercise of the Warrants outstanding from time to time.
3.31. Notice of Disqualification
Events. The Company will notify the Underwriters in writing, prior to the Closing Date, of (i) any Disqualification Event relating
to any Company Covered Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any
Company Covered Person.
3.32. Disqualification
of S-1. Until the earlier of seven (7) years from the date hereof or until the Warrants have either expired and are no longer exercisable
or have all been exercised or redeemed, the Company will not take any action or actions that prevent or disqualify the Company’s
use of Form S-1 (or other appropriate form) for the registration of the Ordinary Shares issuable upon exercise of the Warrants under the
Act.
3.33 Business Combination
Securities Disclosure Documents. If any Underwriter determines, in its sole judgment, that it may be an underwriter of any securities
issued pursuant to any registration statement or tender offer document filed with the Commission in connection with the consummation of
the Business Combination by the Company, a Target Business or any direct or indirect parent or subsidiary of any of them (any such issuer
or co-issuer, a “Registrant,” and any such securities, the “Business Combination Securities”), the
Company shall use its reasonable best efforts to provide or cause to be provided to such Underwriter all information and access to all
persons, properties and documents reasonably necessary for the Underwriters to complete a due diligence investigation sufficient (in the
view of the Underwriters in their sole discretion) to provide the Underwriters with a “reasonable due diligence” defense in
respect of any claims that could be brought against an underwriter of the applicable Business Combination Securities under federal and
state securities laws, rules and regulations, including, without limitation, Section 11 of the Act (a “Due Diligence Defense”).
As used herein, the term “reasonable due diligence” means a reasonable investigation that provides the investigating person
a reasonable ground to believe that at the time of the applicable offer, issuance or distribution of any Business Combination Securities,
no registration statement, preliminary or final prospectus, proxy statement, tender offer document or offering memorandum, including,
without limitation, any document incorporated by reference into any of the foregoing, or any amendment or supplement to any of the foregoing,
or any other marketing document used by any Registrant (as defined below), filed with or furnished by the Company to the Commission in
connection with the Business Combination but excluding any filing under Rule 425 of the Act or Rule 14a-12 of the Exchange Act (each,
a “Business Combination Securities Disclosure Document”), in each case relating to such offer, issuance or distribution,
contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make
the statements made therein not misleading. The Company agrees that it will use its reasonable best efforts to provide to the Representative
notice of each filing under Rule 425 of the Act or Rule 14a-12 of the Exchange Act and each other form of public communication about the
Business Combination made by the Company (or, if such filing or other public communication is to be made by a Registrant other than the
Company, any filing or other public communication which is required to be approved by the Company) reasonably in advance of such filing
or public communication. The Company further covenants that it will use its best efforts to confirm that any projections provided to the
Representative by any Registrant or prepared by any Registrant or any Registrant Representative (as defined below) of any Registrant and
contained in any Business Combination Securities Disclosure Document will be based upon assumptions which, in light of the circumstances
under which they were made, were reasonable at the time they were prepared.
3.34 Obligations in Connection
with Business Combination. If any Underwriter determines, in its sole judgment, that it may be an underwriter of any Business Combination
Securities, then, if requested in writing by the Representative, the following shall apply:
3.34.1. Prior to entering
into any definitive agreement with respect to the Business Combination (or amendment thereto) and until such time as such Business Combination
is consummated.
| (a) | The Company agrees to notify the Representative with respect
to, and to permit the Representative, to participate in any due diligence sessions with any Registrant or any Registrant Representative;
and |
| (b) | The Company shall use its commercially reasonable efforts
to provide drafts of all Business Combination Securities Disclosure Documents to the Representative and its legal counsel reasonably
in advance of the filing by the Company of such Business Combination Securities Disclosure Document with the Commission or the circulation
by any Registrant of any Business Combination Securities Disclosure Document to any prospective investor (or, if such filing or circulation
is to be made by a Registrant other than the Company, any filing or circulation which is required to be approved by the Company), sufficient
to allow the Representative and the Underwriters’ legal counsel an opportunity to comment on such Business Combination Securities
Disclosure Document before its filing or circulation. The Company shall not permit the filing with or furnishing by the Company to the
Commission of any Business Combination Securities Disclosure Document which names any of the Underwriters, their employees or their affiliates,
or the issuance by the Company of any press release or the publication by the Company of any other communication in any form if (i) such
communication relates to the Business Combination, and (ii) names any of the Underwriters, their employees or their affiliates, without
the prior written consent of the Representative, which consent shall not unreasonably be withheld, delayed or conditioned. |
3.34.2. Notwithstanding
any provision to the contrary herein, the Company agrees (i) that the Underwriters shall have the right, in connection with their reasonable
due diligence under Section 3.33, to retain counsel and other consultants and experts as they may deem necessary or desirable (it
being understood that the retention of any such consultant or expert or other advisor, other than outside legal counsel, will be made
with the prior written approval of the Company, which approval will not be unreasonably withheld, conditioned or delayed); (ii) to
use its reasonable best efforts to ensure that each counsel to the Company and to any other Registrant provides customary negative assurance
letters to the Underwriters as of (x) the date of effectiveness of the Business Combination Securities Disclosure Document, and (y) the
date of the shareholder vote to approve the Business Combination, each in form and substance reasonably satisfactory to the Representative,
and (iii) to use its reasonable best efforts to ensure that each accounting firm or firms that were retained by the Company or by any
other Registrant and that have audited any financial statements set forth in any Business Combination Securities Disclosure Document provide
customary “comfort letters” to the Underwriters pursuant to AU 634 of the Public Company Accounting Oversight Board as of
(A) the date of effectiveness of the Business Combination Securities Disclosure Document, and (B) the date of the shareholder vote to
approve the Business Combination; and (iv) to take and shall use its reasonable best efforts to take any other actions reasonably requested
by the Representative.
3.34.3. [Reserved].
3.34.4. Prior to the
consummation of the Business Combination, the Company shall use its reasonable best efforts to include in the definitive agreement for
the Business Combination a covenant for the assignment and assumption, by the public entity resulting from the initial Business Combination,
of all of the Company’s obligations hereunder that survive the Business Combination Closing and (ii) that the Underwriters may rely
on the representations and warranties contained therein as if they were a party thereto. The Company shall use its reasonable best efforts
to ensure that each Target Business or other Registrant agrees to deliver to the Underwriters a certificate of an officer of such Target
Business stating that to such officer’s knowledge, the representations and warranties made by the Target Business in the definitive
agreement for the Business Combination are true and correct as of the date of such certificate, subject to (i) a customary materiality
standard, (ii) any applicable carve-out with reference to disclosure included in the Business Combination Securities Disclosure Document
and (iii) required adjustments for such representations and warranties that speak as of a specific date. In addition, in connection with
the Business Combination, the Company will, and will use its reasonable best efforts to cause each Registrant to, comply in all material
respects with the obligations and covenants of the Company which relate to the period following the Business Combination Closing set forth
in Sections 3 and 5 of this Agreement.
3.34.5. Nothing herein
shall be deemed to require the Underwriters to limit their rights to compensation or to reimbursement of expenses without their express
agreement or otherwise to assume any liability other than as may be expressly required under the Act.
3.34.6. The Company acknowledges
and agrees that nothing in this Section 3.34 shall be interpreted to obligate the Underwriters to take any action, or to refrain
from taking any action, in connection with the Business Combination and any such actions will be undertaken by each Underwriter, in respect
of itself, in its sole discretion.
4. Conditions of Underwriters’ Obligations.
The obligations of the Underwriters to purchase and pay for the Units, as provided herein, shall be subject to the continuing accuracy
of the representations and warranties of the Company as of the date hereof and as of each of the Closing Date and the Option Closing Date,
if any, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof and to the performance by
the Company of its obligations hereunder and to the following conditions:
4.1. Regulatory Matters.
4.1.1. Effectiveness
of Registration Statement. The Registration Statement shall have become effective not later than 4:00 p.m., New York time, on the
date of this Agreement or such later date and time as shall be consented to in writing by the Representative, and, at each of the Closing
Date and each Option Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and
no proceedings for the purpose shall have been instituted or shall be pending or contemplated by the Commission and any request on the
part of the Commission for additional information shall have been complied with to the reasonable satisfaction of EGS.
4.1.2. FINRA Clearance.
By the Effective Date, the Underwriters shall have received clearance from FINRA as to the amount of compensation allowable or payable
to the Underwriters as described in the Registration Statement.
4.1.3. No Blue Sky
Stop Orders. No order suspending the sale of the Units in any jurisdiction shall have been issued on each of the Closing Date or each
Option Closing Date, and no proceedings for that purpose shall have been instituted or, to the Company’s knowledge, shall be contemplated.
4.1.4. No Commission
Stop Order. At the Closing Date and each Option Closing Date, the Commission has not issued any order or threatened to issue any order
preventing or suspending the use of any Preliminary Prospectus, the Prospectus or any part thereof, and has not instituted or, to the
Company’s knowledge, assuming reasonable inquiry, threatened to institute any proceedings with respect to such an order.
4.1.5. Approval of
Listing on Nasdaq. The Securities shall have been approved for listing on Nasdaq, subject to official notice of issuance and evidence
of satisfactory distribution, satisfactory evidence of which shall have been provided to the Representative.
4.2. Company Counsel Matters.
4.2.1. Closing Date
and Option Closing Date Opinions of Counsels. On the Closing Date and each Option Closing Date, if any, the Representative shall have
received the favorable opinions and negative assurance statements of each of White & Case LLP and Maples and Calder (Cayman) LLP,
dated the Closing Date or each Option Closing Date, as the case may be, addressed to the Representative as representative for the several
Underwriters and in form and substance reasonably satisfactory to the Representative and EGS. On the Closing Date and each Option Closing
Date, the Representative shall have received the favorable opinion and negative assurance statement of EGS, dated the Closing Date, or
each Option Closing Date, as the case may be, addressed to the Representative as representative for the several Underwriters in form and
substance reasonably satisfactory to the Representative.
4.2.2. Reliance.
In rendering such opinions, such counsels may rely as to matters of fact, to the extent they deem proper, on certificates or other written
statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the
corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to
the Representative’s counsel if requested.
4.3. Comfort Letter.
At the time this Agreement is executed, and at the Closing Date and Option Closing Date, if any, the Representative shall have received
a letter, addressed to the Representative as representative for the several Underwriters and in form and substance satisfactory in all
respects (including the non-material nature of the changes or decreases, if any, referred to in Section 4.3.3 below)
to the Representative, from Withum dated, respectively, as of the date of this Agreement and as of the Closing Date and Option Closing
Date, if any.
4.3.1. Confirming that they
are an independent registered public accounting firm with respect to the Company within the meaning of the Act and the applicable Regulations
and that they have not, during the periods covered by the financial statements included in the Registration Statement, Preliminary Prospectus,
Sale Preliminary Prospectus and the Prospectus, provided to the Company any non-audit services, as such term is used in Section 10A(g)
of the Exchange Act;
4.3.2. Stating that in their
opinion the financial statements of the Company included in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus
comply as to form in all material respects with the applicable accounting requirements of the Act and the published Regulations thereunder;
4.3.3. Stating that, on the
basis of their review, which included a reading of the latest available unaudited interim financial statements of the Company (with an
indication of the date of the latest available unaudited interim financial statements), a reading of the latest available minutes of the
shareholders and Board of Directors and the various committees of the Board of Directors, consultations with officers and other employees
of the Company responsible for financial and accounting matters and other specified procedures and inquiries, nothing has come to their
attention that would lead them to believe that (a) the unaudited financial statements of the Company included in the Registration Statement,
the Sale Preliminary Prospectus and the Prospectus do not comply as to form in all material respects with the applicable accounting requirements
of the Act and the Regulations or are not fairly presented in conformity with GAAP applied on a basis substantially consistent with that
of the audited financial statements of the Company included in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus,
or (b) at a date not later than five (5) days prior to the Effective Date, Closing Date or Option Closing Date, as the case may be, there
was any change in the share capital or long-term debt of the Company, or any decrease in the shareholders’ equity of the Company
as compared with amounts shown in the [ ], 2024 balance sheet included in the Registration Statement, the Sale Preliminary Prospectus
and the Prospectus, other than as set forth in or contemplated by the Registration Statement, the Sale Preliminary Prospectus and the
Prospectus or, if there was any decrease, setting forth the amount of such decrease, and (c) during the period from [ ], 2024 to a specified
date not later than five (5) days prior to the Effective Date, Closing Date or any Option Closing Date, as the case may be, there was
any decrease in revenues, net earnings or net earnings per Ordinary Share, in each case as compared with the corresponding period in the
preceding year and as compared with the corresponding period in the preceding quarter, other than as set forth in or contemplated by the
Registration Statement the Sale Preliminary Prospectus and the Prospectus, or, if there was any such decrease, setting forth the amount
of such decrease;
4.3.4. Setting forth, at a
date not later than five (5) days prior to the Effective Date, the amount of liabilities of the Company (including a break-down of commercial
papers and notes payable to banks);
4.3.5. Stating that they have
compared specific dollar amounts, numbers of shares, percentages of revenues and earnings, statements and other financial information
pertaining to the Company set forth in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus in each case to
the extent that such amounts, numbers, percentages, statements and information may be derived from the general accounting records, including
work sheets, of the Company and excluding any questions requiring an interpretation by legal counsel, with the results obtained from the
application of specified readings, inquiries and other appropriate procedures (which procedures do not constitute an examination in accordance
with generally accepted auditing standards) set forth in the letter and found them to be in agreement;
4.3.6. Stating that they have
not, since the Company’s incorporation, brought to the attention of the Company’s management any reportable condition related
to internal structure, design or operation as defined in the Statement on Auditing Standards No. 60 “Communication of Internal Control
Structure Related Matters Noted in an Audit,” in the Company’s internal controls; and
4.3.7. Statements as to such
other matters incident to the transaction contemplated hereby as the Representative or EGS may reasonably request, including: (i) that
Withum is registered with the Public Company Accounting Oversight Board; (ii) that Withum has sufficient assets and insurance to pay for
any liability incurred by it relating to providing the letter; and (iii) that Withum is not insolvent.
4.4. Officers’ Certificates.
4.4.1. Officers’
Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate
of the Company signed by the Chairman of the Board or the Chief Executive Officer, Chief Financial Officer of the Company, or any similar
or equivalent officer of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may
be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement
to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and
that the conditions set forth in Section 4 hereof have been satisfied as of such date and that, as of Closing Date and
the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof
are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company
(in their capacities as such) as the Representative may reasonably request.
4.4.2. Secretary’s
Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate
of the Company signed by a director or an officer of the Company, dated the Closing Date or the Option Closing Date, as the case may be,
respectively, certifying (i) that the Charter Documents are true and complete, have not been modified and are in full force and effect,
(ii) that the resolutions of the Company’s Board of Directors relating to the public offering contemplated by this Agreement are
in full force and effect and have not been modified, (iii) as to the accuracy and completeness of all correspondence between the Company
or its counsel and the Commission, (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel
and Nasdaq; and (v) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached
to such certificate.
4.5. No Material
Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material
adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities,
financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and
the Prospectus, (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any
Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision,
ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as
set forth in the Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings
therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission, and
(iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain
all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all
material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus
nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which
they were made, not misleading.
4.6. Delivery of
Agreements. On the Effective Date, the Company shall have delivered to the Representative executed copies of the Transaction Documents
and all of the Insider Letters.
4.7. Private Placements.
On the Closing Date, the Private Placement shall have been completed in accordance with Sections 1.4, 2.21.2, 2.21.3
and 3.26 of this Agreement.
4.8. Good Standing.
The Representative shall have received on and as of (i) the Effective Date, and (ii) the Closing Date or the Option Closing Date, as the
case may be, satisfactory evidence of the good standing of the Company in its jurisdiction of organization in writing or any standard
form of telecommunication from the appropriate governmental authorities of such jurisdiction.
4.9. Trust Waiver.
The Company has received waivers from all vendors and service providers to all claims on amounts in the Trust Account which are to be
distributed to the Company’s shareholders in accordance with the terms of the Trust Agreement, except for (i) Withum and (ii) the
Representative with respect to the Deferred Underwriting Commission.
5. Indemnification and Contribution.
5.1. Indemnification.
5.1.1. Indemnification
of the Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective partners,
members, directors, officers, employees and agents, and each person, if any, who controls each Underwriter or any affiliate within the
meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Indemnified Person”) as follows:
| (a) | against any and all loss, liability, claim, damage and reasonably
incurred and documented out of pocket expense whatsoever, as reasonably incurred, joint or several, arising out of or based upon any
untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or
the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein
not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus,
Sale Preliminary Prospectus, any Testing-the-Waters Communication or the Prospectus or, in the event that any Underwriter determines,
in its sole judgment, that it may be an underwriter of any Business Combination Securities, any Business Combination Securities Disclosure
Document (or any amendment or supplement to the foregoing), or the omission or alleged omission therefrom of a material fact necessary
in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; |
| (b) | against any and all loss, liability, claim, damage and reasonably
incurred documented out of pocket expense whatsoever, as reasonably incurred, joint or several, to the extent of the aggregate amount
paid in settlement of any litigation, or any investigation or proceeding by any governmental authority, commenced or threatened, or of
any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that
(subject to Section 5.1.4) any such settlement is effected with the written consent of the Company, which consent shall not
unreasonably be delayed, conditioned or withheld; |
| (c) | against any and all claims, actions, suits, proceedings, damages,
liabilities and expenses, as reasonably incurred by any of them (including the fees and expenses of counsel), as incurred, that are related
to or arise out of any business combination marketing or capital markets advisory activities by any Underwriter on the Company’s
behalf in connection with a Business Combination, provided that the Company will not, however, be responsible to an Indemnified Person
for any portion of any such claim, action, suit, proceeding, damage, liability or expense that is finally judicially determined by a
court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the bad faith, gross negligence
or willful misconduct of the Indemnified Person seeking such indemnification; |
| (d) | against any and all expense whatsoever (including the reasonably
incurred and documented fees and disbursements of counsel), as reasonably incurred in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental authority, commenced or threatened, or any claim whatsoever based
upon any such untrue statement or omission, or any such alleged untrue statement or omission (whether or not a party), to the extent
that any such expense is not paid under (a), (b) or (c) above; and |
| (e) | against any and all loss, liability, claim, damage and expense
whatsoever, as reasonably incurred, joint or several, arising out of the Company’s failure to provide any of the information and
access to persons, properties and documents required to be provided under Section 3.33 hereof; |
provided, however, that the foregoing agreement
shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged
untrue statement or omission made solely in reliance upon and in conformity with the Underwriters’ Information (and, in connection
with any Business Combination, similar information provided by or on behalf of the Underwriters or any other Business Combination advisor
expressly for use in any Business Combination Securities Disclosure Document).
5.1.2. Indemnification
of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the
Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the
Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage
and reasonably incurred and documented expense described in the indemnity contained in Section 5.1.1, as incurred, but only
with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary
prospectus, the Sale Preliminary Prospectus, any Testing-the-Waters Communication or the Prospectus (or any amendment or supplement to
the foregoing), in reliance upon and in conformity with the Underwriters’ Information.
5.1.3. Notifications
and Other Indemnification Procedures. Any party that proposes to assert the right to be indemnified under this Section 5.1 will,
promptly after receipt of notice of commencement of any action against such party in respect of which a claim is to be made against an
indemnifying party or parties under this Section 5.1, notify each such indemnifying party of the commencement of such action,
enclosing a copy of all papers served, but the omission so to notify such indemnifying party will not relieve the indemnifying party from
(i) any liability that it might have to any indemnified party otherwise than under this Section 5.1 and (ii) any liability
that it may have to any indemnified party under the foregoing provision of this Section 5.1 unless, and only to the extent
that, such omission results in the forfeiture of substantive rights or defenses by the indemnifying party. If any such action is brought
against any indemnified party and it notifies the indemnifying party of its commencement, the indemnifying party will be entitled to participate
in and, to the extent that it elects by delivering written notice to the indemnified party promptly after receiving notice of the commencement
of the action from the indemnified party, jointly with any other indemnifying party similarly notified, to assume the defense of, the
action, with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to the indemnified
party of its election to assume the defense, the indemnifying party will not be liable to the indemnified party for any other legal expenses
except as provided below and except for the reasonable costs of investigation subsequently incurred by the indemnified party in connection
with the defense. The indemnified party will have the right to employ its own counsel in any such action, but the fees, expenses and other
charges of such counsel will be at the expense of such indemnified party unless (A) the employment of counsel by the indemnified party
has been authorized in writing by the indemnifying party, (B) the indemnified party has reasonably concluded (based on advice of counsel)
that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available
to the indemnifying party, (C) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the
indemnified party and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such
action on behalf of the indemnified party) or (D) the indemnifying party has not in fact employed counsel to assume the defense of such
action or counsel reasonably satisfactory to the indemnified party, in each case, within a reasonable time after receiving notice of the
commencement of the action; in each of which cases the reasonable and documented fees, disbursements and other charges of counsel will
be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection
with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable and documented fees, disbursements and
other charges of more than one separate firm admitted to practice in such jurisdiction (plus local counsel) at any one time for all such
indemnified party or parties. All such fees, disbursements and other charges will be reimbursed by the indemnifying party promptly as
they are incurred. An indemnifying party will not, in any event, be liable for any settlement of any action or claim effected without
its written consent. No indemnifying party shall, without the prior written consent of each indemnified party, settle or compromise or
consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by
this Section 5 (whether or not any indemnified party is a party thereto), unless such settlement, compromise or consent
(x) includes an express and unconditional release of each indemnified party, in form and substance reasonably satisfactory to such indemnified
party, from all liability arising out of such litigation, investigation, proceeding or claim and (y) does not include a statement as to
or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.
5.1.4. Settlement
Without Consent if Failure to Reimburse. If an indemnified party shall have requested an indemnifying party to reimburse the indemnified
party for reasonable fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of any proceeding effected
without its written consent if (i) such settlement is entered into more than forty-five (45) days after receipt by such indemnifying party
of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least thirty (30)
days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in
accordance with such request prior to the date of such settlement.
5.2. Contribution.
In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in the foregoing paragraphs
of Section 5.1 is applicable in accordance with its terms but for any reason is held to be unavailable or insufficient
from the Company or the Underwriters, the Company and the Underwriters will contribute to the total losses, claims, liabilities, reasonably
incurred and documented expenses and damages (including any investigative, legal and other expenses reasonably incurred and documented
in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) to which any indemnified
party may be subject in such proportion as shall be appropriate to reflect the relative benefits received by the Company on the one hand
and the Underwriters on the other hand. The relative benefits received by the Company on the one hand and the Underwriters on the other
hand shall be deemed to be in the same proportion as the total net proceeds from the sale of the Units (before deducting expenses) received
by the Company bear to the total compensation received by the Underwriters (before deducting expenses) from the sale of the Units on behalf
of the Company. If, but only if, the allocation provided by the foregoing sentence is not permitted by applicable law, the allocation
of contribution shall be made in such proportion as is appropriate to reflect not only the relative benefits referred to in the foregoing
sentence but also the relative fault of the Company, on the one hand, and the Underwriters, on the other hand, with respect to the statements
or omissions that resulted in such loss, claim, liability, expense or damage, or action in respect thereof, as well as any other relevant
equitable considerations with respect to such offering. Such relative fault shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information
supplied by the Company or the Underwriters, the intent of the parties and their relative knowledge, access to information and opportunity
to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contributions
pursuant to this Section 5.2 were to be determined by pro rata allocation or by any other method of allocation that does
not take into account the equitable considerations referred to herein. The amount paid or payable by an indemnified party as a result
of the loss, claim, liability, expense or damage, or action in respect thereof, referred to above in this Section 5.2 shall
be deemed to include, for the purpose of this Section 5.2, any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim to the extent consistent with Section 5.1.3.
Notwithstanding the foregoing provisions of Section 5.1 and this Section 5.2, each Underwriter shall not
be required to contribute any amount in excess of the commissions actually received by it under this Agreement and no person found guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) will be entitled to contribution from any person who
was not guilty of such fraudulent misrepresentation. For purposes of this Section 5.2, any person who controls a party to
this Agreement within the meaning of the Act, any affiliates of the respective Underwriters and any officers, directors, partners, employees
or agents of the Underwriters or their respective affiliates, will have the same rights to contribution as that party, and each director
of the Company and each officer of the Company who signed the Registration Statement will have the same rights to contribution as the
Company, subject in each case to the provisions hereof. Any party entitled to contribution, promptly after receipt of notice of commencement
of any action against such party in respect of which a claim for contribution may be made under this Section 5.2, will notify
any such party or parties from whom contribution may be sought, but the omission to so notify will not relieve that party or parties from
whom contribution may be sought from any other obligation it or they may have under this Section 5.2 except to the extent
that the failure to so notify such other party materially prejudiced the substantive rights or defenses of the party from whom contribution
is sought. Except for a settlement entered into pursuant to the last sentence of Section 5.1.3, no party will be liable for
contribution with respect to any action or claim settled without its written consent if such consent is required pursuant to Section
5.1.3.
6. Default by an Underwriter.
6.1. Default Not
Exceeding 10% of Firm Units. If any Underwriter or Underwriters shall default on its or their obligations to purchase the Firm Units
and if the number of the Firm Units with respect to which such default relates does not exceed in the aggregate 10% of the number of Firm
Units that all Underwriters have agreed to purchase hereunder, then such Firm Units to which the default relates shall be purchased by
the non-defaulting Underwriters in proportion to their respective commitments hereunder.
6.2. Default Exceeding
10% of Firm Units. In the event that the default addressed in Section 6.1 above relates to more than 10% of the Firm
Units, the Representative may, in its discretion, arrange for it or for another party or parties satisfactory to the Company to purchase
such Firm Units to which such default relates on the terms contained herein. If within one (1) Business Day after such default relating
to more than 10% of the Firm Units the Representative does not arrange for the purchase of such Firm Units, then the Company shall be
entitled to a further period of one (1) Business Day within which to procure another party or parties satisfactory to the Representative
to purchase said Firm Units on such terms. In the event that neither the Representative nor the Company arrange for the purchase of the
Firm Units to which a default relates as provided in this Section 6, this Agreement may be terminated by the Representative
or the Company without liability on the part of the Company (except as provided in Sections 3.10, 5, and 9.3 hereof)
or the several Underwriters (except as provided in Section 5 hereof; provided that nothing herein shall relieve a defaulting Underwriter
of its liability, if any, to the other several Underwriters and to the Company for damages occasioned by its default hereunder.
6.3. Postponement
of Closing Date. In the event that the Firm Units to which the default relates are to be purchased by the non-defaulting Underwriters,
or are to be purchased by another party or parties as aforesaid, the Representative or the Company shall have the right to postpone the
Closing Date for a reasonable period, but not in any event exceeding five (5) Business Days, in order to effect whatever changes may thereby
be made necessary in the Registration Statement and/or the Prospectus, as the case may be, or in any other documents and arrangements,
and the Company agrees to file promptly any amendment to, or to supplement, the Registration Statement and/or the Prospectus, as the case
may be, that in the reasonable opinion of counsel for the Underwriters may thereby be made necessary. The term “Underwriter”
as used in this Agreement shall include any party substituted under this Section 6 with like effect as if it had originally been a party
to this Agreement with respect to such securities.
7. Additional Covenants.
7.1. Additional Shares
or Options. The Company hereby agrees that, until the consummation of a Business Combination, it shall not issue any Ordinary Shares
or any options or other securities convertible into Ordinary Shares, or any preferred shares or other securities of the Company that participate
in any manner in the Trust Account or that vote as a class with the Ordinary Shares on a Business Combination.
7.2. Trust Account
Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts prior to commencing its due diligence
investigation of any prospective Target Business or obtaining the services of any vendor to have such Target Business and/or vendor acknowledge
in writing whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the
same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company
has established the Trust Account, initially in an amount of $250,000,000 (without giving effect to any exercise of the Over-allotment
Option) for the benefit of the Public Shareholders and that, except for a portion of the interest earned on the amounts held in the Trust
Account, the Company may disburse monies from the Trust Account only (i) to the Public Shareholders in the event they elect to redeem
Public Shares in connection with the consummation of a Business Combination, (ii) to the Public Shareholders if the Company fails to consummate
a Business Combination within the time period set forth in the Charter Documents, or (iii) to the Company after or concurrently with the
consummation of a Business Combination and (b) for and in consideration of the Company (i) agreeing to evaluate such Target Business for
purposes of consummating a Business Combination with it or (ii) agreeing to engage the services of the vendor, as the case may be, such
Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust
Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations,
contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever.
7.3. [Reserved.]
7.4. Rule 419.
The Company agrees that it will use reasonable best efforts to prevent the Company from becoming subject to Rule 419 under the Act prior
to the consummation of any Business Combination, including but not limited to using its commercially reasonable efforts to prevent any
of the Company’s outstanding securities from being deemed to be a “penny stock” as defined in Rule 3a-51-1 under the
Exchange Act during such period.
7.5. Tender Offer
Documents, Proxy Materials and Other Information. The Company shall provide to the Representative or its counsel (if so instructed
by the Representative) with ten (10) copies of all tender offer documents or proxy information and all related material filed with the
Commission in connection with a Business Combination concurrently with such filing with the Commission. Documents filed with the Commission
pursuant to its EDGAR system shall be deemed to have been provided to the Representative pursuant to this Section. In addition, the Company
shall furnish any other state in which its initial public offering was registered, such information as may be requested by such state.
7.6. Emerging Growth
Company. The Company shall promptly notify the Representative if the Company ceases to be an Emerging Growth Company at any time prior
to the completion of the distribution of the Securities within the meaning of the Act.
7.7. Target Net Assets.
The Company agrees that, so long as the Company is listed on a national securities exchange, the Target Business that it acquires must
have a fair market value equal to at least 80% of the balance in the Trust Account at the time of signing the definitive agreement for
the Business Combination with such Target Business (excluding taxes payable and the Deferred Underwriting Commissions). The fair market
value of such business must be determined by the Board of Directors of the Company based upon standards generally accepted by the financial
community, such as actual and potential sales, earnings, cash flow and book value. If the Board of Directors of the Company is not able
to independently determine that the Target Business meets such fair market value requirement, the Company will obtain an opinion from
an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm with respect to the satisfaction of
such criteria. The Company is not required to obtain an opinion as to the fair market value if the Company’s Board of Directors
independently determines that the Target Business does have sufficient fair market value, provided that the Target Business is not affiliated
with an Insider.
7.8. Representations
and Agreements to Survive Delivery. Except as the context otherwise requires, all representations, warranties and agreements contained
in this Agreement shall be deemed to be representations, warranties and agreements as of the Closing Date or the Option Closing Date,
if any, and such representations, warranties and agreements of the Underwriters and the Company, including the indemnity agreements contained
in Section 5 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on
behalf of the Underwriters, the Company or any controlling person, and shall survive termination of this Agreement or the issuance and
delivery of the Public Securities to the Underwriters until the earlier of the expiration of any applicable statute of limitations and
the seventh (7th) anniversary of the later of the Closing Date or the Option Closing Date, if any, at which time the representations,
warranties and agreements shall terminate and be of no further force and effect.
7.9. Charter Documents.
The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of any of its
Charter Documents.
8. Effective Date of This
Agreement and Termination Thereof.
8.1. Effective Date.
This Agreement shall become effective on the Effective Date at the time the Registration Statement is declared effective by the Commission.
8.2. Termination.
The Representative shall have the right to terminate this Agreement at any time prior to the Closing Date by notice given to the Company,
(i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s opinion will
in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on the New York Stock
Exchange (“NYSE”), the NYSE American, Nasdaq or quoted on the OTCBB shall have been suspended, or minimum or maximum
prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices
for securities shall have been required by FINRA or by order of the Commission or any other government authority having jurisdiction,
or (iii) if the United States shall have become involved in a new war or an increase in existing major hostilities, or (iv) if a banking
moratorium has been declared by a New York State or Federal authority, or (v) if a moratorium on foreign exchange trading has been declared
which materially adversely impacts the United States securities market, or (vi) if the Company shall have sustained a material loss by
fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity (including, without limitation, a calamity relating to
a public health matter or natural disaster) or malicious act which, whether or not such loss shall have been insured, will, in the Representative’s
sole opinion, make it inadvisable to proceed with the delivery of the Units, or (vii) if the Company is in material breach of any of its
representations, warranties or covenants hereunder, or (viii) if the Representative shall have become aware after the date hereof of such
a material adverse change in the conditions of the Company, or such adverse material change in general market conditions, including without
limitation, as a result of terrorist activities or any other calamity (including, without limitation, a calamity relating to a public
health matter or natural disaster) or crisis either within or outside the United States after the date hereof, or an increase in any of
the foregoing, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery
of the Units or to enforce contracts made by the Underwriters for the sale of the Public Securities.
8.3. Expenses.
In the event that this Agreement shall not be carried out for any reason other than solely because of the termination of this Agreement
pursuant to Section 6 hereof, within the time specified herein or any extensions thereof pursuant to the terms herein,
(i) the obligations of the Company to pay the out of pocket expenses related to the transactions contemplated herein shall be governed
by Section 3.10 hereof and (ii) the Company shall reimburse the Representative for any costs and expenses incurred in
connection with enforcing any provisions of this Agreement.
8.4. Indemnification.
Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether
or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way affected by such
election or termination or failure to carry out the terms of this Agreement or any part hereof.
9. Miscellaneous.
9.1. Notices.
All communications hereunder, except as herein otherwise specifically provided, shall be in writing and shall be mailed, delivered by
hand or reputable overnight courier or delivered by facsimile or electronic transmission (with printed confirmation of receipt) and confirmed
and shall be deemed given when so delivered or faxed or e-mailed, or, if mailed, two days after such mailing.
If to the Representative:
Cantor Fitzgerald & Co.
499 Park Avenue
New York, New York 10022
Attn: General Counsel
Facsimile: (212) 829-4708
Email: #Legal-IBD@cantor.com
Copy (which copy shall not constitute notice) to:
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, New York 10105
Attn: Stuart Neuhauser, Esq.
Facsimile: (212) 370-7889
Email: sneuhauser@egsllp.com
If to the Company:
Centurion Acquisition Corp.
667 Madison Avenue
New York, NY 10065
Attn: Mark Gerhard
Email: mark@centurionacquisition.com
Copy (which copy shall not constitute notice) to:
White & Case LLP
1221 Avenue of the Americas
New York, NY 10020
Telephone: (212) 819-8200
Attn: Elliott Smith, Esq.
Email: elliott.smith@whitecase.com
9.2. Headings.
The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning
or interpretation of any of the terms or provisions of this Agreement.
9.3. Amendment.
This Agreement may only be amended by a written instrument executed by each of the parties hereto.
9.4. Entire Agreement.
This Agreement (together with the other agreements and documents being delivered pursuant to or in connection with this Agreement) constitute
the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and supersede all prior agreements and
understandings of the parties, oral and written, with respect to the subject matter hereof.
9.5. Binding Effect.
This Agreement shall inure solely to the benefit of and shall be binding upon the Representative, the Underwriters, the Company and the
controlling persons, directors, agents, partners, members, employees and officers referred to in Section 5 hereof, and
their respective successors, legal representatives and assigns, and no other person shall have or be construed to have any legal or equitable
right, remedy or claim under or in respect of or by virtue of this Agreement or any provisions herein contained. The term “successors
and assigns” shall not include a purchaser, in its capacity as such, of securities from the Underwriters.
9.6. Waiver of Immunity.
To the extent that the Company may be entitled in any jurisdiction in which judicial proceedings may at any time be commenced hereunder,
to claim for itself or its revenues or assets any immunity, including sovereign immunity, from suit, jurisdiction, attachment in aid of
execution of a judgment or prior to a judgment, execution of a judgment or any other legal process with respect to its obligations hereunder
and to the extent that in any such jurisdiction there may be attributed to the Company such an immunity (whether or not claimed), the
Company hereby irrevocably agrees not to claim and irrevocably waives such immunity to the maximum extent permitted by law.
9.7. Submission to
Jurisdiction. Each of the Company and the Representative irrevocably submit to the exclusive jurisdiction of any New York State or
United States Federal court sitting in The City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of
or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering of the Securities.
Each of the Company and the Representative irrevocably waives, to the fullest extent permitted by law, any objection that they may now
or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit,
action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon
the Company or the Representative may be served by transmitting a copy thereof by registered or certified mail, return receipt requested,
postage prepaid, addressed to it at the address set forth in Section 9.1 hereof. Such mailing shall be deemed personal
service and shall be legal and binding upon the Company or the Representative in any action, proceeding or claim. Each of the Company
and the Representative waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction
with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the parties in any competent
court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses
relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party
in such action or proceeding. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT
TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
9.8. Governing Law.
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect
to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
9.9. Execution in
Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts,
each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement, and shall
become effective when one or more counterparts has been signed by each of the parties hereto and delivered to each of the other parties
hereto. Delivery of a signed counterpart of this Agreement by facsimile, electronic mail (including pdf or any electronic signature complying
with U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission method and any
counterpart so delivered will be deemed to have been duly and validly delivered and valid and effective for all purposes.
9.10. Waiver.
The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed
to be a waiver of any such provision, nor to in any way affect the validity of this Agreement or any provision hereof or the right of
any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or
non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the
party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment
shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.
9.11. No Fiduciary
Relationship. The Company acknowledges and agrees that (i) the purchase and sale of the Units pursuant to this Agreement is an arm’s-length
commercial transaction pursuant to a contractual relationship between the Company and the Underwriters, (ii) in connection therewith and
with the process leading to such transaction, each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company,
(iii) the Underwriters have not assumed an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated
hereby or the process leading thereto (irrespective of whether the Underwriters have advised or are currently advising the Company on
other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement, (iv) in no event do
the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors
or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the Offering
of the Company’s securities, either before or after the date hereof and (v) the Company has consulted its own legal and financial
advisors to the extent it deemed appropriate. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company,
either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company
hereby confirms its understanding and agreement to that effect. The Company agrees that it will not claim that the Underwriters have rendered
advisory services of any nature or respect, or owe a fiduciary or similar duty to the Company, in connection with such transaction or
the process leading thereto. The Company and the Underwriters agree that they are each responsible for making their own independent judgment
with respect to any such transactions, and that any opinions or views expressed by the Underwriters to the Company regarding such transactions,
including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute
advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that
the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company
in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.
[Remainder of page intentionally left blank]
If the foregoing correctly sets forth the understanding
between the Representative and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall
constitute a binding agreement between us.
| CENTURION ACQUISITION CORP. |
|
| |
|
| By: |
|
|
| Name: |
|
|
| Title: |
|
|
Accepted on the date first
above written.
| CANTOR FITZGERALD & CO., as |
| Representative of the several underwriters |
| |
| By: |
|
|
| Name: |
|
|
| Title: |
|
|
SCHEDULE A
CENTURION
ACQUISITION CORP.
25,000,000 Units
| Underwriters | |
Number of
Firm Units
to be
Purchased | |
| Cantor Fitzgerald & Co. | |
| |
| Odeon Capital Group LLC | |
| |
| Total | |
| 25,000,000 | |
SCHEDULE B
[ ]
