0001829126-21-002093.txt : 20210401 0001829126-21-002093.hdr.sgml : 20210401 20210331205630 ACCESSION NUMBER: 0001829126-21-002093 CONFORMED SUBMISSION TYPE: S-1/A PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20210401 DATE AS OF CHANGE: 20210331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SDCL EDGE Acquisition Corp CENTRAL INDEX KEY: 0001846975 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-254238 FILM NUMBER: 21795626 BUSINESS ADDRESS: STREET 1: PO BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: (345) 949-8066 MAIL ADDRESS: STREET 1: PO BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 S-1/A 1 sdcledgeacq_s1a.htm S-1/A

 

As filed with the Securities and Exchange Commission on March 31, 2021.

Registration No. 333-254238

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

 

 

Amendment No. 1 to

FORM S-1

 

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

 

 

SDCL EDGE Acquisition Corporation
(Exact name of registrant as specified in its charter)

 

 

 

Cayman Islands   6770   98-1583135
(State or other jurisdiction of
incorporation or organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification Number)

 

 

 

1120 Avenue of the Americas, 4th Floor

New York, New York 10036
(212) 488-5509
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

 

1120 Avenue of the Americas, 4th Floor

New York, New York 10036
(212) 488-5509
(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

 

Copies to:

 

Lorenzo Corte

Skadden, Arps, Slate,

Meagher & Flom (UK) LLP

40 Bank Street

London E14 5DS

United Kingdom

+44 (0)20 7519 7000

Gregg Noel
Skadden, Arps, Slate,

Meagher & Flom LLP
525 University Avenue, Suite 1400
Palo Alto, California 94301

USA
(650) 470-4500

Reuven B. Young
Derek J. Dostal
Davis Polk & Wardwell London LLP
5 Aldermanbury Square
London EC2V 7HR

United Kingdom
+44 (0)20 7418 1300

 

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☐

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

    Large accelerated filer     Accelerated filer  
    Non-accelerated filer     Smaller reporting company  
            Emerging growth company  

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

 

 

EXPLANATORY NOTE

 

This Amendment No. 1 (“Amendment No. 1”) to the Registration Statement on Form S-1 (File No. 333-254238) of SDCL EDGE Acquisition Corporation (Registration Statement) is being filed as an exhibits-only filing. Accordingly, this amendment consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.

 

 

 

 

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 16. Exhibits and Financial Statement Schedules.

 

(a) Exhibits. The following exhibits are being filed herewith:

 

Exhibit No.   Description
1.1   Form of Underwriting Agreement.**
3.1   Memorandum and Articles of Association.*
3.2   Form of Amended and Restated Memorandum and Articles of Association.**
4.1   Specimen Unit Certificate.*
4.2   Specimen Class A Ordinary Share Certificate.*
4.3   Specimen Warrant Certificate.*
4.4   Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.*
5.1   Opinion of Skadden, Arps, Slate, Meagher & Flom (UK) LLP.**
5.2   Opinion of Maples and Calder, Cayman Islands Counsel to the Registrant.**
10.1   Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.*
10.2   Form of Registration Rights Agreement among the Registrant, the Sponsor and the Holders signatory thereto.*
10.3   Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor.*
10.4   Form of Indemnity Agreement.*
10.5   Form of Administrative Services Agreement between the Registrant and the Sponsor.*
10.6   Amended and Restated Promissory Note, dated as of March 7, 2021, between the Registrant and the Sponsor.*
10.7   Securities Subscription Agreement, dated February 23, 2021, between the Registrant and the Sponsor.*
10.8   Form of Letter Agreement between the Registrant, the Sponsor and each director and executive officer of the Registrant.*
23.1   Consent of Marcum LLP.*
23.2   Consent of Skadden, Arps, Slate, Meagher & Flom (UK) LLP (included on Exhibit 5.1).**
23.3   Consent of Maples and Calder (included on Exhibit 5.2).**
24   Power of Attorney (included on signature page).*
99.1   Consent of Steven J. Gilbert*
99.2   Consent of William Kriegel*
99.3   Consent of Michael Naylor*
99.4   Consent of Ana Maria Machado Fernandes*

 

 

*Filed previously.
**Filed herewith.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933 the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of London, United Kingdom on the 31th day of March 2021.

 

  SDCL EDGE ACQUISITION CORPORATION
   
  By: /s/ Jonathan Maxwell
  Name: Jonathan Maxwell
  Title: Co-Chief Executive Officer

 

POWER OF ATTORNEY

 

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes and appoints each of Jonathan Maxwell and Michael Feldman, each acting alone, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in his name, place and stead, in any and all capacities, to sign this Registration Statement on Form S-1 (including all pre-effective and post-effective amendments and registration statements filed pursuant to Rule 462 under the Securities Act of 1933), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

/s/ Jonathan Maxwell   Chairman of the Board of Directors and Co-Chief   March 31, 2021
Jonathan Maxwell   Executive Officer (Principal Executive Officer) and Director   
         
*   Co-Chief Executive Officer    March 31, 2021
Michael Feldman      
         
/s/ Ned Davis   Chief Financial Officer (Principal Accounting Officer)   March 31, 2021
Ned Davis   and Chief Operating Officer    
         
*   Director    March 31, 2021
Lolita Jackson    

 

 

*By:   /s/ Jonathan Maxwell    
    Jonathan Maxwell    
    Attorney-in-fact    

 

 

 

 

AUTHORIZED REPRESENTATIVE

 

Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this registration statement, solely in its capacity as the duly authorized representative of SDCL EDGE Acquisition Corporation in the City of New York, New York on the 31th day of March, 2021.

 

  U.S. DULY APPOINTED REPRESENTATIVE
SDCL EDGE ACQUISITION CORPORATION.
   
  By: /s/ Ned Davis
    Name: Ned Davis
    Title: Chief Financial Officer

 

 

 

EX-1.1 2 sdcledgeacq_ex1-1.htm EXHIBIT 1.1

 

Exhibit 1.1

 

SDCL EDGE Acquisition Corporation

 

25,000,000 Units

 

Underwriting Agreement

 

[●], 2021

 

Goldman Sachs & Co. LLC, 

200 West Street, 

New York, New York 10282-2198

 

BofA Securities, Inc. 

One Bryant Park 

New York, New York 10036

 

As representatives (the “Representatives”) of the several Underwriters 

named in Schedule I hereto,

 

Ladies and Gentlemen:

 

SDCL EDGE Acquisition Corporation, a Cayman Islands exempted company (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 25,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 3,750,000 additional units, if any (the “Optional Units,” the Optional Units, together with the Firm Units, that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Units”). To the extent there are no additional Underwriters listed in Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires.

 

Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one warrant, where each whole warrant entitles the holder to purchase one Class A Ordinary Share (the “Warrant(s)”). The Class A Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representatives inform the Company of their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share for $11.50 per share during the period commencing on the later of thirty (30) days after the completion of an initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole number of warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses involving the Company.

 

 

 

The Company has entered into an Investment Management Trust Agreement, effective as of [●], 2021, with Continental Stock Transfer & Trust Company (“CST”), as trustee, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a U.S. based trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Units and the Optional Units, if and when issued in each case as described more fully in the Prospectus.

 

The Company has entered into a Warrant Agreement, effective as of [●], 2021, with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and Private Placement Warrants.

 

The Company has entered into a Securities Subscription Agreement, dated as of February 23, 2021, with SDCL EDGE Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), in substantially the form filed as Exhibit 10.7 (the “Founder’s Subscription Agreement”), pursuant to which the Sponsor then held an aggregate of 7,187,500 shares of Class B ordinary shares, par value $0.0001 per share, of the Company (including the Class A Ordinary Shares issuable upon conversion thereof, the “Founder Shares”), which it received for an aggregate purchase price of $25,000. The Founder Shares are substantially similar to the Class A Ordinary Shares included in the Units, except as described in the Prospectus.

 

The Company has entered into a Private Placement Warrants Purchase Agreement, effective as of [●], 2021 with the Sponsor, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Warrant Purchase Agreement”), pursuant to which the Sponsor agreed to purchase an aggregate of 5,333,333 warrants (or 5,833,333 warrants if the Underwriters’ over-allotment option is exercised in full), each entitling the holder to purchase one Class A Ordinary Share (the “Private Placement Warrants”), for $1.50 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Prospectus.

 

The Company has entered into a Registration Rights Agreement, dated as of [●], 2021, with the Sponsor and the other security holders of the Company party thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Founder Shares and the Private Placement Warrants and the Class A Ordinary Shares underlying the Private Placement Warrants and the Warrants that may be issued upon conversion of working capital loans.

 

The Company has caused to be duly executed and delivered letters by the Sponsor and each of the Company’s officers and directors, each dated as of [●], 2021 and in substantially the form filed as Exhibit 10.8 to the Registration Statement (collectively, the “Insider Letters”).

 

The Company has entered into an Administrative Services Agreement, dated as of [●], 2021, with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement (the “Services Agreement”), pursuant to which the Company will, subject to the terms of the Services Agreement, pay to the Sponsor an aggregate monthly fee of up to $10,000 for office space and secretarial and administrative and support services from the date of the Offering until the earlier of (x) the consummation of an initial Business Combination and (y) the liquidation of the Company in accordance with the Company’s Amended and Restated Memorandum and Articles of Association (the “Liquidation”).

 

2

 

1. The Company represents and warrants to, and agrees with, each of the Underwriters that:

 

(a)  A registration statement on Form S-1 (File No. 333-254238) (the “Initial Registration Statement”) in respect of the Units has been filed with the Commission; the Initial Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered to you, have been declared effective by the Commission in such form; other than a registration statement, if any, increasing the size of the offering (a “Rule 462(b) Registration Statement”), filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Act”), which became effective upon filing, no other document with respect to the Initial Registration Statement has been filed with the Commission; and no stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose has been initiated or threatened by the Commission (any preliminary prospectus included in the Initial Registration Statement or filed with the Commission pursuant to Rule 424(a) of the rules and regulations of the Commission under the Act is hereinafter called a “Preliminary Prospectus”; the various parts of the Initial Registration Statement and the Rule 462(b) Registration Statement, if any, including all exhibits thereto and including the information contained in the form of final prospectus filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof and deemed by virtue of Rule 430A under the Act to be part of the Initial Registration Statement at the time it was declared effective, each as amended at the time such part of the Initial Registration Statement became effective or such part of the Rule 462(b) Registration Statement, if any, became or hereafter becomes effective, are hereinafter collectively called the “Registration Statement”; the Preliminary Prospectus relating to the Units that was included in the Registration Statement immediately prior to the Applicable Time (as defined in Section 1(c) hereof) is hereinafter called the “Pricing Prospectus”; and such final prospectus, in the form first filed pursuant to Rule 424(b) under the Act, is hereinafter called the “Prospectus”; any oral or written communication with potential investors undertaken in reliance on Section 5(d) of the Act or Rule 163B under the Act is hereinafter called a “Testing-the-Waters Communication”; and any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act is hereinafter called a “Written Testing-the-Waters Communication”; and any “issuer free writing prospectus” as defined in Rule 433 under the Act relating to the Units is hereinafter called an “Issuer Free Writing Prospectus”);

 

(b)  (A) No order preventing or suspending the use of any Preliminary Prospectus or any Issuer Free Writing Prospectus has been issued by the Commission, and (B) each Preliminary Prospectus, at the time of filing thereof, conformed in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder, and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with the Underwriter Information (as defined in Section 9(b) of this Agreement);

 

3

 

(c)  The Company has filed with the Commission a 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 Class A Ordinary Shares and the Warrants, which registration is currently effective on the date hereof. The Units have been authorized for listing, subject to official notice of issuance and evidence of satisfactory distribution, on the New York Stock Exchange (“NYSE”), and the Company knows of no reason or set of facts that is likely to adversely affect such authorization;

 

(d)  For the purposes of this Agreement, the “Applicable Time” is [●] [p.m.] (New York time) on the date of this Agreement. The Pricing Prospectus, as supplemented by the information listed on Schedule II(c) hereto, taken together (collectively, the “Pricing Disclosure Package”), as of the Applicable Time, did not, and as of each Time of Delivery (as defined in Section 4(a) of this Agreement) will not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus and each Written Testing-the-Waters Communication does not conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus and each Issuer Free Writing Prospectus and each Written Testing-the-Waters Communication, as supplemented by and taken together with the Pricing Disclosure Package, as of the Applicable Time, did not , and as of each Time of Delivery will not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements or omissions made in reliance upon and in conformity with the Underwriter Information;

 

(e)  The Registration Statement conforms, and the Prospectus and any further amendments or supplements to the Registration Statement and the Prospectus will conform, in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder and do not and will not, as of the applicable effective date as to each part of the Registration Statement, as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, and as of each Time of Delivery, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with the Underwriter Information;

 

(f)  The Company has not, since the date of the latest audited financial statements included in the Pricing Prospectus, (i) sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree or (ii) entered into any transaction or agreement (whether or not in the ordinary course of business) that is material to the Company or incurred any liability or obligation, direct or contingent, that is material to the Company, in each case otherwise than as set forth or contemplated in the Pricing Prospectus; and, since the respective dates as of which information is given in the Registration Statement and the Pricing Prospectus, there has not been (x) any change in the share capital (other than as a result of (i) the exercise, if any, of share options or the award, if any, of share options or restricted shares in the ordinary course of business pursuant to the Company’s equity plans that are described in the Pricing Prospectus and the Prospectus or (ii) the issuance, if any, of shares upon conversion of Company securities as described in the Pricing Prospectus and the Prospectus) or long-term debt of the Company or (y) any Material Adverse Effect (as defined below); as used in this Agreement, “Material Adverse Effect” shall mean any material adverse change or effect, or any development involving a prospective material adverse change or effect, in or affecting (i) the business, properties, general affairs, management, financial position, shareholders’ equity or results of operations of the Company, except as set forth or contemplated in the Pricing Prospectus, or (ii) the ability of the Company to perform its obligations under this Agreement, including the issuance and sale of the Units, or to consummate the transactions contemplated in the Pricing Prospectus and the Prospectus;

 

4

 

(g)  The Company does not own any real property, and the Company has good and marketable title to all personal property owned by it, in each case free and clear of all liens, encumbrances and defects except such as are described in the Pricing Prospectus or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company; and any real property and buildings held under lease by the Company are held by it under valid, subsisting and enforceable leases with such exceptions as are not material and do not materially interfere with the use made and proposed to be made of such property and buildings by the Company;

 

(h)  The Company has been (i) duly incorporated and is validly existing and in good standing under the laws of its jurisdiction of organization, with power and authority (corporate and other) to own its properties and conduct its business as described in the Pricing Prospectus, and (ii) duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, except, in the case of this clause (ii), where the failure to be so qualified or in good standing would not, individually or in the aggregate, have a Material Adverse Effect;

 

(i)  The Company has an authorized capitalization as set forth in the Pricing Prospectus and all of the issued shares of the Company have been duly and validly authorized and issued and are fully paid and non-assessable and conform to the description thereof contained in the Pricing Disclosure Package and Prospectus;

 

(j)  All issued and outstanding shares of the Company have been duly and validly authorized and issued and are fully paid and nonassessable; and none of such shares were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The offers and sales of the outstanding Class A Ordinary Shares and Warrants were at all relevant times either registered under the Act, the applicable state securities and blue sky laws or, based in part on the representations and warranties of the purchasers of such Class A Ordinary Shares and Warrants, exempt from such registration requirements. The holders of outstanding shares of the Company are not entitled to preemptive or other rights to subscribe for the Units; and, except as set forth in the Pricing Prospectus and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, shares or other ownership interests in the Company are outstanding;

 

(k)  The Units have been duly authorized and, when issued and delivered against payment therefor as provided herein, will be duly and validly issued and fully paid and non-assessable and will conform to the description of the Units contained in the Pricing Disclosure Package and the Prospectus; and the issuance of the Units is not subject to any preemptive or similar rights;

 

(l)  The Class A Ordinary Shares included in the Units have been duly authorized and, when issued in accordance with the Amended and Restated Memorandum and Articles of Association of the Company and delivered against payment for the Units by the Underwriters pursuant to this Agreement, will be validly issued, fully paid and nonassessable;

 

5

 

(m)  The Warrants included in the Units, when issued and delivered in the manner set forth in the Warrant Agreement against payment for the Units by the Underwriters pursuant to this Agreement, will be duly executed, authenticated, issued and delivered, and will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability;

 

(n)  The Class A Ordinary Shares issuable upon exercise of the Warrants included in the Units and the Private Placement Warrants have been duly authorized and reserved for issuance upon exercise thereof and, when issued in accordance with the Amended and Restated Memorandum and Articles of Association of the Company and delivered against payment therefor pursuant to the Warrants and the Private Placement Warrants, as applicable, and the Warrant Agreement, will be validly issued, fully paid and nonassessable. The holders of such Class A Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; such Class A Ordinary Shares are not and will not be subject to any preemptive or other similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of such Class A Ordinary Shares (other than such execution, countersignature and delivery at the time of issuance) has been duly and validly taken;

 

(o)  Except as set forth in the Pricing 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;

 

(p)  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 from its inception through and including the date hereof, except as disclosed in the Registration Statement, the Pricing Prospectus and the Prospectus;

 

(q)  Neither the Company nor any of its affiliates has, prior to the date hereof, made any offer or sale of any securities that are required to be “integrated” pursuant to the Act with the offer and sale of the Units pursuant to the Registration Statement;

 

(r)  The Founder Shares are duly authorized, validly issued, fully paid and nonassessable;

 

(s)  The issue and sale of the Units and the compliance by the Company with this Agreement, the Trust Agreement, the Warrant Agreement, the Founder’s Subscription Agreement, the Warrant Purchase Agreement, the Registration Rights Agreement, the Insider Letters or the Services Agreement and the consummation of the transactions contemplated in this Agreement, the Trust Agreement, the Warrant Agreement, the Founder’s Subscription Agreement, the Warrant Purchase Agreement, the Registration Rights Agreement, the Insider Letters or the Services Agreement will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, (A) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject, except, in the case of this clause (A) for such defaults, breaches, or violations that would not, individually or in the aggregate, have a Material Adverse Effect, (B) the Amended and Restated Memorandum and Articles of Association (or other applicable organizational document) of the Company, or (C) any statute or any judgment, order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Units or the consummation by the Company of the transactions contemplated by this Agreement, except such as have been obtained under the Act, the approval by the Financial Industry Regulatory Authority (“FINRA”) of the underwriting terms and arrangements and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Units by the Underwriters;

 

6

 

(t)  The historical financial statements, including the notes thereto and the supporting schedules, if any, of the Company included in the Pricing Prospectus, the Prospectus and the Registration Statement present fairly the financial condition, results of operations and cash flows of the Company as of the dates and for the periods indicated, comply as to form with the applicable accounting requirements of the Act and have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as otherwise noted therein). The Company is not party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations), or other relationships 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. The statistical, industry-related and market-related data included in the Registration Statement, the Pricing Prospectus and 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 agree with the sources from which they are derived;

 

(u)  The Company is not (i) in violation of its Amended and Restated Memorandum and Articles of Association (or other applicable organizational document), (ii) in violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its properties, or (iii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, except, in the case of the foregoing clauses (ii) and (iii), for such defaults as would not, individually or in the aggregate, have a Material Adverse Effect;

 

(v)  The statements set forth in the Pricing Prospectus and Prospectus under the caption “Description of Securities”, insofar as they purport to constitute a summary of the terms of the Units, under the caption “Taxation”, and under the caption “Underwriting”, insofar as they purport to describe the provisions of the laws and documents referred to therein, are accurate, complete and fair in all material respects;

 

(w)  Other than as set forth in the Pricing Prospectus, there are no legal or governmental proceedings pending to which the Company or, to the Company’s knowledge, any officer or director of the Company, is a party or of which any property of the Company or, to the Company’s knowledge, any officer or director of the Company, is the subject which, if determined adversely to the Company (or such officer or director), would individually or in the aggregate have a Material Adverse Effect; and, to the Company’s knowledge, no such proceedings are threatened or contemplated by governmental authorities or others;

 

7

 

(x)  The Company is not and, after giving effect to the offering and sale of the Units and the application of the proceeds thereof, will not be an “investment company”, as such term is defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”);

 

(y)  At the time of filing the Initial Registration Statement and any post-effective amendment thereto, at the earliest time thereafter that the Company or any offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act) of the Units, and at the date hereof, the Company was and is an “ineligible issuer,” as defined under Rule 405 under the Act.

 

(z)  The Company has not prepared or used any Issuer Free Writing Prospectus;

 

(aa) Marcum LLP, who have certified certain financial statements of the Company and delivered their report with respect to the audited financial statements and schedules included in the Registration Statement, are independent public accountants as required by the Act and the rules and regulations of the Commission thereunder;

 

(bb) The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) to the extent required by such rule and a system of internal accounting controls to the extent required by the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”);

 

(cc) There is no franchise, contract or other document of a character required to be described in the Registration Statement or Prospectus, or to be filed as an exhibit thereto, which is not described or filed as required (and the Pricing Prospectus contains in all material respects the same description of the foregoing matters contained in the Prospectus); and the statements in the Pricing Prospectus and the Prospectus under the headings “Principal Shareholders,” “Certain Relationships and Related Party Transactions,” and “Description of Securities” insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements, documents or proceedings. There are no business relationships or related party transactions involving the Company or any other person required by the Act to be described in the Registration Statement or Prospectus that have not been described as required;

 

(dd) This Agreement has been duly authorized, executed and delivered by the Company;

 

(ee) The Private Placement Warrants, when delivered upon consummation of the Offering, will be duly executed, authenticated and issued, and will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principals of general applicability;

 

(ff) The Trust Agreement has been duly authorized, executed and delivered by the Company, and is a valid and binding agreement of the Company, enforceable against the Company, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability;

 

(gg) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability;

 

8

 

(hh) The Founder’s Subscription Agreement has been duly authorized, executed and delivered by the Company and the Sponsor, and is a valid and binding agreement of the Company and the Sponsor, enforceable against the Company and the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability;

 

(ii)  The Warrant Purchase Agreement has been duly authorized, executed and delivered by the Company and the Sponsor, and is a valid and binding agreement of the Company and the Sponsor, enforceable against the Company and the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

 

(jj) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability;

 

(kk) Each of the Insider Letters executed by the Company, the Sponsor and, to the Company’s knowledge, each executive officer, director and director nominee of the Company, have been duly authorized, executed and delivered by the Company, the Sponsor and, to the Company’s knowledge, each such executive officer, director and director nominee, respectively, and is a valid and binding agreement of the Company, the Sponsor and, to the Company’s knowledge, each such executive officer, director and director nominee, respectively, enforceable against the Company, the Sponsor and, to the Company’s knowledge, each such executive officer, director and director nominee, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability;

 

(ll) The Services Agreement has been duly authorized, executed and delivered by the Company, and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability;

 

(mm) The Company has not and no director, officer, agent, employee, affiliate or other person associated with or acting on behalf of the Company has (i) made, offered, promised or authorized any unlawful contribution, gift, entertainment or other unlawful expense or knowingly taken any act in furtherance thereof; (ii) made, offered, promised or authorized any direct or indirect unlawful payment or knowingly taken any act in furtherance thereof; or (iii) violated or is in violation of any provision of the FCPA, the Bribery Act 2010 of the United Kingdom or any other applicable antibribery or anti-corruption law (collectively, “Anti-Bribery Laws”). The Company has instituted and maintained policies and procedures reasonably designed to promote and ensure continued compliance with all Anti-Bribery Laws and with the representation and warranty contained herein;

 

9

 

(nn) The operations of the Company and the Sponsor are and have been conducted at all times in compliance with the requirements of applicable anti-money laundering laws, including, but not limited to, the Bank Secrecy Act of 1970, as amended by the USA PATRIOT ACT of 2001, and the rules and regulations promulgated thereunder, and the anti-money laundering laws of the various jurisdictions in which the Company conducts business (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 knowledge of the Company, threatened;

 

(oo)  The Company is not, and any director, officer, or to the knowledge of the Company, agent, employee or affiliate of the Company is not currently the subject or the target of any sanctions administered or enforced by the U.S. Government, including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person,” the European Union, Her Majesty’s Treasury or the United Nations Security Council (collectively, “Sanctions”), nor is the Company located, organized or resident in a country or territory that is the subject or target of comprehensive Sanctions, which, as of the date of this Agreement, include Crimea (as defined and construed in the applicable Sanctions), Cuba, Iran, North Korea and Syria (each a “Sanctioned Territory”), and the Company will not directly or knowingly indirectly use the proceeds of the offering of the Units hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding, is the subject or the target of Sanctions (or involving any property thereof),or transactions or investments involving any Sanctioned Territory or (ii) in any other manner that will result in a violation by any person participating in the transaction, whether as underwriter, advisor, investor or otherwise of Sanctions;

 

(pp) The financial statements included in the Registration Statement, the Pricing Prospectus and the Prospectus, together with the related schedules and notes, present fairly the financial position of the Company at the dates indicated and the statement of operations, shareholders’ equity and cash flows of the Company for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included in the Registration Statement, the Pricing Prospectus or the Prospectus under the Act or the rules and regulations promulgated thereunder. All disclosures contained in the Registration Statement, the Pricing Prospectus and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) if any, comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Act, to the extent applicable;

 

(qq) There is and has been no failure on the part of the Company or, to the knowledge of the Company, any of the Company’s officers or directors, in their capacities as such, to comply with (as and when applicable), and immediately following the effective date of the Registration Statement the Company will be in compliance with, the requirements of the NYSE (considering applicable phase-in rules). Further, there is and has been no failure on the part of the Company or, to the knowledge of the Company, any of the Company’s officers or directors, in their capacities as such, to comply with (as and when applicable), and immediately following the effective date of the Registration Statement the Company will be in compliance with, the phase-in rules and all other provisions of the NYSE corporate governance requirements set forth in the NYSE Listed Company Manual;

 

10

 

(rr) There are no transfer, stamp, issue, registration, documentary or other similar taxes, duties, fees or charges under U.S. federal law or the laws of any state, or any political subdivision thereof, 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 Units;

 

(ss) The Company has filed all tax returns (including U.S. federal, state and non-U.S.) that are required to be filed by it or has requested extensions thereof (except in any case in which the failure so to file would not have a Material Adverse Effect) through the date hereof and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except for any such assessment, fine or penalty that is currently being contested in good faith and for which adequate reserves required by generally accepted accounting principles have been created with respect thereto or as would not have a Material Adverse Effect, except as set forth in or contemplated in the Registration Statement, Pricing Prospectus and the Prospectus (exclusive of any supplement thereto);

 

(tt) The Company possesses all licenses, certificates, permits and other authorizations issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct its business, and the Company has not received any notice of proceedings relating to the revocation or modification of any such license, certificate, authorization or permit that, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect, except as set forth in or contemplated in the Pricing Prospectus and the Prospectus (exclusive of any supplement thereto);

 

(uu) The Company (i) does not have any material lending or other relationship with any bank or lending affiliate of any of the Underwriters and (ii) does not intend to use any of the proceeds from the sale of the Units hereunder to repay any outstanding debt owed to any affiliate of any of the Underwriters;

 

(vv) All information contained in the questionnaires (the “Questionnaires”) completed by the Sponsor and, to the knowledge of the Company, the Company’s officers, directors and director nominees and provided to the Underwriters, is true and correct and the Company has not become aware of any information that would cause the information disclosed in the Questionnaires completed by the Sponsor or the Company’s officers, directors and director nominees to become inaccurate and incorrect;

 

(ww) Prior to the date hereof, the Company has not selected any specific Business Combination target and has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any Business Combination target with respect to an initial Business Combination with the Company;

 

(xx) Except as described in the Registration Statement, the Pricing Prospectus and the Prospectus, there are no claims, payments, arrangements, contracts, agreements or understandings relating to the payment of a brokerage commission or finder’s, consulting, origination or similar fee by the Company or the Sponsor with respect to the sale of the Units hereunder or any other arrangements, agreements or understandings of the Company, the Sponsor or any officer or director of the Company, or their respective affiliates, that may affect the Underwriters’ compensation, as determined by FINRA;

 

11

 

(yy) Except as described in the Registration Statement, the Pricing Prospectus and the Prospectus, the Company has not made any direct or indirect payments (in cash, securities or any other type of “underwriting compensation” as defined in Rule 5110(j)(22) of the FINRA Manual): (i) to any person, as a finder’s fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) to any person that, to the Company’s knowledge, has been accepted by FINRA as a member of FINRA (a “Member”); or (iii) to any person or entity that, to the Company’s knowledge, has any direct or indirect affiliation or association with any “participating member” (as defined in Rule 5110(j)(15) of the FINRA Manual (a “Participating Member”)) within the FINRA Review Period, as defined in Rule 5110(j)(20) of the FINRA Manual, other than payments to the Underwriters pursuant to this Agreement;

 

(zz) Except as described in the Registration Statement, the Pricing Prospectus and the Prospectus, during the period beginning 180 days prior to the initial filing of the Registration Statement and ending on the effective date of the Registration Statement, no Participating Member has provided any investment banking, financial advisory and/or consulting services to the Company. No Participating Member has received any underwriting compensation in connection with a public offering that has not been completed according to the terms of an agreement entered into by the Company and a participating member;

 

(aaa) Except as disclosed in the FINRA Questionnaires provided to the Representatives, to the Company’s knowledge no officer, director, or beneficial owner of 10% or more of any class of the Company’s equity securities or securities convertible or exchangeable into equity securities (any such individual or entity, a “Company Affiliate”) is a Participating Member;

 

(bbb) Except as disclosed in the FINRA Questionnaires provided to the Representatives, to the Company’s knowledge, no Company Affiliate is an owner of shares or other securities of any Participating Member (other than securities purchased on the open market);

 

(ccc) Except as described in the Registration Statement, the Pricing Prospectus and the Prospectus, no proceeds from the sale of the Firm Units (excluding underwriting compensation as disclosed in the Registration Statement, Pricing Prospectus and the Prospectus) will be paid by the Company to any Member, or any persons associated or affiliated with a Member;

 

(ddd) 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;

 

(eee) 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 to the Company’s knowledge any relationship or affiliation or association with any Member;

 

(fff) To the Company’s knowledge, no Member intending to participate in the Offering has a conflict of interest with the Company. For this purpose, a “conflict of interest” means, if at the time of the Member’s participation in the Offering, any of the following applies: (A) the securities are to be issued by the Member; (B) the Company controls, is controlled by or is under common control with the Member or the Member’s associated persons; (C) at least 5% of the net offering proceeds, not including underwriting compensation, are intended to be: (i) used to reduce or retire the balance of a loan or credit facility extended by the Member, its affiliates and its associated persons, in the aggregate; or (ii) otherwise directed to the Member, its affiliates and associated persons, in the aggregate; or (D) as a result of the Offering and any transactions contemplated at the time of the Offering: (i) the Member will be an affiliate of the Company; (ii) the Member will become publicly owned; or (iii) the Company will become a Member or form a broker-dealer subsidiary;

 

12

 

(ggg) Except as described in the Pricing Disclosure package and the Prospectus, to the Company’s knowledge, none of the Sponsor, directors or officers of the Company is subject to a non-competition agreement or non-solicitation agreement with any employer or prior employer that could materially affect its ability to be and act in the capacity of shareholder, officer or director of the Company, as applicable;

 

(hhh) The Company has not taken, directly or indirectly, any action designed to or that would constitute 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;

 

(iii)  The Company does not own an interest in any corporation, partnership, limited liability company, joint venture, trust or other entity;

 

(jjj) No relationship, direct or indirect, exists between or among any of the Company or any affiliate of the Company, on the one hand, and any director, director nominee, officer, shareholder, special advisor, customer or supplier of the Company or any affiliate of the Company, on the other hand, which is required by the Act or the Exchange Act to be described in the Registration Statement, Pricing Prospectus or the Prospectus that is not 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, directors or director nominees of the Company or any of their respective family members, except as disclosed in the Registration Statement, Pricing 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;

 

(kkk) The Company has not offered, or caused the Underwriters to offer, the 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;

 

(lll) Upon delivery and payment for the Units on the Closing Date, the Company will not be subject to Rule 419 and none of the Company’s outstanding securities will be deemed to be a “penny stock” as defined in Rule 3a51-1 under the Exchange Act;

 

(mmm) From the time of the filing of the Registration Statement to the Commission (or, if earlier, the first date on which the Company engaged, directly or through any person authorized to act on its behalf, in any Testing-the-Waters Communication) through the date hereof, the Company has been and is an “emerging growth company” as defined in Section 2(a)(19) of the Act (an “Emerging Growth Company”). “Testing-the-Waters Communication” means any oral or written communication with potential investors undertaken in reliance on Section 5(d) of the Act;

 

(nnn) The Company does not have any subsidiaries and no current intention to form any subsidiaries;

 

(ooo)  As of the time of filing of the Registration Statement, the Company was a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act Regulations;

 

13

 

(ppp) Except as described in the Registration Statement, the Pricing Prospectus and the Prospectus, under current laws and regulations of the Cayman Islands and any political subdivision thereof, all dividends and other distributions declared and payable on the Units may be paid by the Company to the holder thereof in United States dollars and all such payments made to holders thereof or therein who are non-residents of the Cayman Islands will not be subject to income, withholding or other taxes under laws and regulations of the Cayman Islands or any taxing authority thereof or therein and will otherwise be free and clear of any other tax, duty, withholding or deduction in the Cayman Islands or any taxing authority thereof or therein and without the necessity of obtaining any governmental authorization in the Cayman Islands or any taxing authority thereof or therein

 

2. Subject to the terms and conditions herein set forth, (a) the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price per unit of $9.80, the number of Firm Units set forth opposite the name of such Underwriter in Schedule I hereto and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Units as provided below, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the purchase price per unit set forth in clause (a) of this Section 2 (provided that the purchase price per Optional Unit shall be reduced by an amount per unit equal to any dividends or distributions declared by the Company and payable on the Firm Units but not payable on the Optional Units), that portion of the number of Optional Units as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Units by a fraction, the numerator of which is the maximum number of Optional Units which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Units that all of the Underwriters are entitled to purchase hereunder.

 

The Company hereby grants to the Underwriters the right to purchase at their election up to 3,750,000 Optional Units, at the purchase price per unit set forth in the paragraph above, for the sole purpose of covering sales of units in excess of the number of Firm Units, provided that the purchase price per Optional Unit shall be reduced by an amount per unit equal to any dividends or distributions declared by the Company and payable on the Firm Units but not payable on the Optional Units. Any such election to purchase Optional Units may be exercised only by written notice from you to the Company, given within a period of 45 calendar days after the date of this Agreement, setting forth the aggregate number of Optional Units to be purchased and the date on which such Optional Units are to be delivered, as determined by you but in no event earlier than the First Time of Delivery (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice.

 

In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 2 of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Firm Units and Optional Units) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Class A Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public Shareholders,” which term shall include any officers or directors of the Company solely to the extent they hold any Class A Ordinary Shares (as defined below)), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.

 

14

 

3. Upon the authorization by you of the release of the Firm Units, the several Underwriters propose to offer the Firm Units for sale upon the terms and conditions set forth in the Pricing Prospectus and the Prospectus (the “Offering”).

 

4. (a) The Units to be purchased by each Underwriter hereunder, in definitive or book-entry form, and in such authorized denominations and registered in such names as the Representatives may request upon at least forty-eight hours’ prior notice to the Company shall be delivered by or on behalf of the Company to the Representatives, through the facilities of the Depository Trust Company (“DTC”), for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the Company to the Representatives at least forty-eight hours in advance. The Company will cause the certificates, if any, representing the Units to be made available for checking and packaging at least twenty-four hours prior to the Time of Delivery (as defined below) with respect thereto at the office of DTC or its designated custodian (the “Designated Office”). The time and date of such delivery and payment shall be, with respect to the Firm Units, 9:30 a.m., New York City time, on [●], 2021 or such other time and date as the Representatives and the Company may agree upon in writing, and, with respect to the Optional Units, 9:30 a.m., New York time, on the date specified by the Representatives in the written notice given by the Representatives of the Underwriters’ election to purchase such Optional Units, or such other time and date as the Representatives and the Company may agree upon in writing. Such time and date for delivery of the Firm Units is herein called the “First Time of Delivery” or “Closing Date”, such time and date for delivery of the Optional Units, if not the First Time of Delivery, is herein called the “Second Time of Delivery”, and each such time and date for delivery is herein called a “Time of Delivery”.

 

(b) The documents to be delivered at each Time of Delivery by or on behalf of the parties hereto pursuant to Section 8 hereof, including the cross receipt for the Units and any additional documents requested by the Underwriters pursuant to Section 8(m) hereof, will be delivered at the offices of Davis Polk & Wardwell London LLP, 5, Aldermanbury Square, Barbican, London EC2V 7HR (the “Closing Location”), and the Units will be delivered at the Designated Office, all at such Time of Delivery. A meeting will be held at the Closing Location at 10:00 a.m., New York City time, on the New York Business Day next preceding such Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York City are generally authorized or obligated by law or executive order to close.

 

5. The Company agrees with each of the Underwriters:

 

(a) To prepare the Prospectus in a form approved by you and to file such Prospectus pursuant to Rule 424(b) under the Act not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement, or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Act; to make no further amendment or any supplement to the Registration Statement or the Prospectus prior to the last Time of Delivery which shall be disapproved by you promptly after reasonable notice thereof; to advise you, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any amendment or supplement to the Prospectus has been filed and to furnish you with copies thereof; to file promptly all material required to be filed by the Company with the Commission pursuant to Rule 433(d) under the Act; to advise you, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or other prospectus in respect of the Units, of the suspension of the qualification of the Units for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or other prospectus or suspending any such qualification, to promptly use its best efforts to obtain the withdrawal of such order;

 

15

 

(b) Promptly from time to time to take such action as you may reasonably request to qualify the Units for offering and sale under the securities laws of such jurisdictions as you may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Units, provided that in connection therewith the Company shall not be required to qualify as a foreign corporation (where not otherwise required) or to file a general consent to service of process in any jurisdiction (where not otherwise required);

 

(c) Prior to 10:00 a.m., New York City time, on the New York Business Day next succeeding the date of this Agreement and from time to time, to furnish the Underwriters with written and electronic copies of the Prospectus in New York City in such quantities as you may reasonably request, and, if the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Units and if at such time any event shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus in order to comply with the Act, to notify you and upon your request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many written and electronic copies as you may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance; and in case any Underwriter is required to deliver a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) in connection with sales of any of the Units at any time nine months or more after the time of issue of the Prospectus, upon your request but at the expense of such Underwriter, to prepare and deliver to such Underwriter as many written and electronic copies as you may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the Act;

 

(d) To make generally available to its securityholders as soon as practicable, but in any event not later than sixteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including, at the option of the Company, Rule 158);

 

16

 

(e)(1) The Company will not, without the prior written consent of Goldman Sachs & Co. LLC and BofA Securities, Inc. (x) offer, sell, contract to sell, pledge, hedge or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any other Units, Class A Ordinary Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, Class A Ordinary Shares or publicly announce an intention to effect any such transaction during the period commencing on the date hereof and ending 180 days after the date of this Agreement; provided, however, that the Company may (1) issue and sell the Private Placement Warrants, (2) issue and sell the Optional Units to cover the Underwriters’ over-allotment option (if any), (3) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares and the Private Placement Warrants or the Warrants and Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants and the Warrants that may be issued upon conversion of working capital loans, and (4) issue securities in connection with a Business Combination, or (y) release the Sponsor or any officer, director or director nominee from the 180-day lock-up contained in the Insider Letters;

 

(f) The Company will not take, directly or indirectly, any action designed to or that would constitute 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;

 

(g) To furnish to its shareholders as soon as practicable after the end of each fiscal year an annual report (including a balance sheet and statements of income, shareholders’ equity and cash flows of the Company and its consolidated subsidiaries certified by independent public accountants) and, as soon as practicable after the end of each of the first three quarters of each fiscal year (beginning with the fiscal quarter ending after the effective date of the Registration Statement), to make available to its shareholders consolidated summary financial information of the Company and its subsidiaries for such quarter in reasonable detail;

 

(h) During a period of five (5) years from the effective date of the Registration Statement (or, if earlier, until the occurrence of a take private transaction), to furnish to you copies of all reports or other communications (financial or other) furnished to shareholders, and to deliver to you (i) as soon as they are available, copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed; and (ii) such additional information concerning the business and financial condition of the Company as you may from time to time reasonably request (such financial statements to be on a consolidated basis to the extent the accounts of the Company and its subsidiaries are consolidated in reports furnished to its shareholders generally or to the Commission); provided that any documents filed with the Commission pursuant to Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”) shall be deemed to have been furnished or delivered to you pursuant to this paragraph;

 

(i) For a period commencing on the effective date of the Registration Statement and ending five (5) years from the date of the consummation of the Business Combination or until such earlier time at which the Liquidation occurs (or, if earlier, upon the occurrence of a take-private transaction), the Company will use its commercially reasonable efforts to maintain the registration of the Units, Class A Ordinary Shares and Warrants under the provisions of the Exchange Act, except after giving effect to a going private transaction after the completion of a Business Combination. The Company will not deregister the Units, Class A Ordinary Shares or Warrants 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 Representatives;

 

17

 

(j) To use the net proceeds received by it from the sale of the Units pursuant to this Agreement in the manner specified in the Pricing Prospectus under the caption “Use of Proceeds”;

 

(k) To use its best efforts to list for quotation the Units on the NYSE;

 

(l) On the date hereof, to retain its independent registered public accounting firm to audit the balance sheet of the Company as of the Closing Date (the “Audited Balance Sheet”) reflecting the receipt by the Company of the proceeds of the Offering on the Closing Date. As soon as the Audited Balance Sheet becomes available, the Company shall promptly, but not later than four Business Days after the Closing Date, file a Current Report on Form 8-K with the Commission, which Report shall contain the Audited Balance Sheet. Additionally, upon the Company’s receipt of the proceeds from the exercise of all or any portion of the option provided for in Section 2 hereof, the Company shall promptly, but not later than four Business Days after the receipt of such proceeds, file a Current Report on Form 8-K with the Commission, which report shall disclose the Company’s sale of the Optional Units and its receipt of the proceeds therefrom;

 

(m) For a period commencing on the effective date of the Registration Statement and ending five (5) years from the date of the consummation of the Business Combination or until such earlier time at which the Liquidation occurs or the Class A Ordinary Shares and Warrants cease to be publicly traded, the Company, at its expense, shall cause its regularly engaged independent registered public accounting firm to review (but not audit) the Company’s financial statements for each of the first three fiscal quarters prior to the announcement of quarterly financial information, the filing of the Company’s Form 10-Q quarterly report and the mailing, if any, of quarterly financial information to shareholders;

 

(n) To file with the Commission such information on Form 10-Q or Form 10-K as may be required by Rule 463 under the Act;

 

(o) If the Company elects to rely upon Rule 462(b), the Company shall file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) by 10:00 P.M., Washington, D.C. time, on the date of this Agreement, and the Company shall at the time of filing either pay to the Commission the filing fee for the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) under the Act;

 

(p) For a period commencing on the effective date of the Registration Statement and five (5) years from the date of the consummation of the Business Combination or until such earlier time at which the Liquidation occurs or the Class A Ordinary Shares and Warrants cease to be publicly traded, the Company shall retain a transfer and warrant agent;

 

(q) Upon request of any Underwriter, to furnish, or cause to be furnished, to such Underwriter an electronic version of the Company’s trademarks, servicemarks and corporate logo for use on the website, if any, operated by such Underwriter for the purpose of facilitating the on-line offering of the Units (the “License”); provided, however, that the License shall be used solely for the purpose described above, is granted without any fee and may not be assigned or transferred;

 

(r) To promptly notify you if the Company ceases to be an Emerging Growth Company at any time prior to the later of (i) completion of the distribution of the Units within the meaning of the Act and (ii) the last Time of Delivery;

 

18

 

(s) The Company will not consummate an initial Business Combination with any entity that is affiliated with the Sponsor or any of the Company’s officers or directors unless it or a committee of independent members of the Company’s Board of Directors obtains an opinion from an independent investment banking firm which is a member of FINRA, or from an independent accounting firm, that such initial Business Combination is fair to the Company from a financial point of view. The Company shall not pay the Sponsor or its affiliates or any of the Company’s officers, directors or any of their respective affiliates any fees or compensation for services rendered to the Company prior to, or in connection with, the consummation of an initial Business Combination except as disclosed in the Registration Statement;

 

(t) For a period of 60 days following the effective date of the Registration Statement, in the event any person or entity (regardless of any FINRA affiliation or association) is engaged to assist the Company in its search for a merger candidate or to provide any other merger and acquisition services, or has provided or will provide any investment banking, financial, advisory and/or consulting services to the Company, the Company agrees that it shall promptly provide to the Representatives and their counsel a notification prior to entering into the agreement or transaction relating to a potential Business Combination: (i) the identity of the person or entity providing any such services; (ii) complete details of all such services and copies of all agreements governing such services prior to entering into the agreement or transaction; and (iii) justification as to why the value received by any person or entity for such services is not underwriting compensation for the Offering. The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in the tender offer materials or proxy statement, as applicable, which the Company may file in connection with the Business Combination for purposes of offering redemption of shares held by its shareholders or for soliciting shareholder approval, as applicable;

 

(u) The Company shall advise the Representatives and their counsel if it is aware that any 10% or greater shareholder of the Company becomes an affiliate or associated person of a Participating Member;

 

(v) The Company shall cause the proceeds of the Offering and the sale of the Private Placement Warrants in each case to the extent held in the Trust Account, to be invested only in United States government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act as set forth in the Trust Agreement and disclosed in the Pricing Prospectus and the Prospectus. The Company will otherwise conduct its business in a manner so that it will not become subject to the Investment Company Act. Furthermore, once the Company consummates an initial Business Combination, it will not be required to register as an investment company under the Investment Company Act;

 

(w) During the period prior to the Company’s initial Business Combination or Liquidation, the Company may instruct the trustee under the Trust Agreement to release from the Trust Account, (i) solely from the interest income earned on the funds held in the Trust Account, the amounts necessary to pay tax obligations, if any; and (ii) to pay shareholders who properly redeem their public shares in connection with a shareholder vote to amend the Company’s Amended and Restated Memorandum and Articles of Association (x) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Company’s public shares if the Company has not completed an initial Business Combination within twenty-four (24) months from the closing of the Offering or (y) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity. Otherwise, all funds held in the Trust Account (including any interest income earned on the amounts held in the Trust Account (net of taxes payable thereon in accordance with the preceding sentence)) will remain in the Trust Account until the earlier of the consummation of the Company’s initial Business Combination or the Liquidation; provided, however, that in the event of the Liquidation, up to $100,000 of interest income may be released to the Company if the proceeds of the Offering held outside of the Trust Account are not sufficient to cover the costs and expenses associated with implementing the Company’s plan of dissolution;

 

19

 

(x) The Company will reserve and keep available that maximum number of its authorized but unissued securities that are issuable upon the exercise of any of the Warrants and the Private Placement Warrants outstanding from time to time and the conversion of the Founder Shares;

 

(y) Prior to the consummation of an initial Business Combination or the Liquidation, the Company shall not issue any Class A Ordinary Shares, Warrants or any options or other securities convertible into Class A Ordinary Shares, or any preferred shares, in each case, that participate in any manner in the Trust Account or that vote as a class with the Class A Ordinary Shares on a Business Combination;

 

(z) Prior to the consummation of an initial Business Combination or the Liquidation, the Company’s audit committee will review on a quarterly basis all payments made to the Sponsor, to the Company’s officers or directors, or to the Company’s or any of such other persons’ respective affiliates;

 

(aa) The Company agrees that it will use commercially reasonable efforts to prevent the Company from becoming subject to Rule 419 prior to the consummation of any Business Combination, including, but not limited to, using its best efforts to prevent any of the Company’s outstanding securities from being deemed to be a “penny stock” as defined in Rule 3a51-1 under the Exchange Act during such period;

 

(bb) To the extent required by Rule 13a-15(e) under the Exchange Act, the Company will maintain “disclosure controls and procedures” (as defined under Rule 13a-15(e) under the Exchange Act) and 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;

 

(cc) 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 its Amended and Restated Memorandum and Articles of Association;

 

(dd) The Company will seek to have all vendors, service providers (other than independent accountants), prospective target businesses, lenders or other entities with which it does business enter into agreements waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of the Public Shareholders. The Company may forego obtaining such waivers only if the Company shall have received the approval of one or both of its Chief Executive Officers;

 

20

 

(ee) The Company may consummate the initial Business Combination and conduct redemptions of Class A Ordinary Shares for cash upon consummation of such Business Combination without a shareholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Class A Ordinary Shares held by such shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account not previously released to pay tax obligations, divided by (B) the total number of Class A Ordinary Shares sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, a shareholder vote is required by law or share exchange listing requirement in connection with the initial Business Combination or the Company decides to hold a shareholder vote for business or other legal reasons, the Company will submit such Business Combination to the Company’s shareholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, the Sponsor, officers and directors have agreed to vote all of their Founder Shares and any other Class A Ordinary Shares purchased during or after the Offering in favor of the Company’s initial Business Combination. If the Company seeks shareholder approval of the initial Business Combination, the Company will offer to each Public Shareholder holding Class A Ordinary Shares the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interest income earned on the funds held in the Trust Account not previously released to pay tax obligations, divided by (II) the total number of Public Shares then outstanding. If the Company seeks shareholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding Class A Ordinary Shares voted by the shareholders at a duly held shareholders meeting are voted to approve such Business Combination. If, after seeking and receiving such shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders who affirmatively requested such redemption. Only Public Shareholders holding Class A Ordinary Shares who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the Amended and Restated Memorandum and Articles of Association of the Company, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of the Company in connection therewith. In the event that the Company does not effect a Business Combination by twenty-four (24) months from the closing of the Offering, (or such later date as has been approved pursuant to a valid amendment to the Company’s Amended and Restated memorandum and Articles of Association, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account (including interest not previously released to the Company to pay tax obligations, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders holding Class A Ordinary Shares included in the Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of the Company. The Sponsor and the Company’s officers and directors have agreed that they will not propose any amendment to the Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to redeem 100% of the outstanding Public Shares if the Company has not consummated a Business Combination within twenty-four (24) months from the closing of the Offering or with respect to any other provisions relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company offers to redeem the Public Shares in connection with such amendment, as described in the Pricing Prospectus and Prospectus;

 

21

 

(ff) In the event that the Company desires or is required by an applicable law or regulation to cause an announcement (a “Business Combination Announcement”) to be placed in The Wall Street Journal, The New York Times or any other news or media publication or outlet or to be made via a public filing with the Commission announcing the consummation of an initial Business Combination that indicates that the Underwriters were the underwriters in the Offering, the Company shall supply the Representatives with a draft of the Business Combination Announcement and provide the Representatives with a reasonable advance opportunity to comment thereon, subject to the agreement of the Underwriters to keep confidential such draft announcement in accordance with the Representatives’ standard policies regarding confidential information;

 

(gg) Upon the consummation of the initial Business Combination, the Company will direct the Trustee to pay the Representatives, on behalf of the Underwriters, the Deferred Discount out of the proceeds of the Offering held in the Trust Account. 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 Discount. If the Company fails to consummate its initial Business Combination within twenty-four months from the closing of the Offering (or later if the Public Shareholders approve an amendment to the Company’s Amended and Restated Memorandum and Articles of Association extending such deadline), the Deferred Discount will not be paid to the Representatives and will, instead, be included in the distribution of the proceeds held in the Trust Account made to the Public Shareholders upon Liquidation. In connection with any such Liquidation, the Underwriters forfeit any rights or claims to the Deferred Discount.;

 

(hh) If at any time following the distribution of any Written Testing-the-Waters Communication, there occurred or occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include any untrue statement of a material fact or omitted or would omit to state any material fact necessary to make the statements therein in light of the circumstances under which they were made at such time, not misleading, the Company will promptly (i) notify the Representatives so that use of the Written Testing-the-Waters Communication may cease until it is amended or supplemented; (ii) amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission; and (iii) supply any amendment or supplement to the Representatives in such quantities as may be reasonably requested;

 

(ii) The Company will promptly notify the Representatives if the Company ceases to be an Emerging Growth Company at any time prior to the later of (i) completion of the distribution of the Units within the meaning of the Act and (ii) completion of the 180-day restricted period referred to in Section 5 hereof;

 

22

 

(jj) Upon the earlier to occur of the expiration or termination of the Underwriters’ option to purchase additional units, the Company shall cancel or otherwise effect the forfeiture of Founder Shares from the Sponsor in an aggregate amount equal to the number of Founder Shares determined by multiplying (a) 937,500 by (b) a fraction, (i) the numerator of which is 3,750,000 minus the number of Optional Units purchased by the Underwriters upon the exercise of their option to purchase additional units, and (ii) the denominator of which is 3,750,000. For the avoidance of doubt, if the Underwriters exercise their option to purchase additional units in full, the Company shall not cancel or otherwise affect the forfeiture of the Founder Shares pursuant to this subsection.

 

6. (a) The Company represents and agrees that it has not made or used and will not make or use any offer relating to the Units that would constitute an Issuer Free Writing Prospectus;

 

(b) The Company represents that it has satisfied and agrees that it will satisfy the conditions under Rule 433 under the Act to avoid a requirement to file with the Commission any electronic road show;

 

(c) The Company will endeavor in good faith, in cooperation with the Representatives to qualify the Units for offering and sale under the securities laws of such jurisdictions as the Representatives may reasonably designate, provided that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of general process or to taxation as a foreign corporation doing business in such jurisdiction. Until the earliest of (i) the date on which all Underwriters shall have ceased to engage in market-making activities in respect of the Units, (ii) the date on which the Units are listed on the NYSE (or any successor thereto), (iii) a going private transaction after the completion of a Business Combination, and (iv) the date of the liquidation of the Company, in each jurisdiction where such qualification shall be effected, the Company will, unless the Representatives agree that such action is not at the time necessary or advisable, use all reasonable efforts to file and make such statements or reports at such times as are or may be required to qualify the Units for offering and sale under the securities laws of such jurisdiction;

 

(d) The Company agrees that if at any time following issuance of a Written Testing-the-Waters Communication any event occurred or occurs as a result of which such Written Testing-the-Waters Communication would conflict with the information in the Registration Statement, the Pricing Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter a Written Testing-the-Waters Communication or other document which will correct such conflict, statement or omission;

 

(e) The Company represents and agrees that (i) it has not engaged in, or authorized any other person to engage in, any Testing-the-Waters Communications, other than Testing-the-Waters Communications with the prior consent of the Representatives with entities that the Company reasonably believes are qualified institutional buyers as defined in Rule 144A under the Act or institutions that are accredited investors as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8) or (a)(9), (a)(12) or (a)(13) (where (a)(13), only family clients that are institutions) under the Act; and (ii) it has not distributed, or authorized any other person to distribute, any Written Testing-the-Waters Communications, other than those distributed with the prior consent of the Representatives that are listed on Schedule III(d) hereto; and the Company reconfirms that the Underwriters have been authorized to act on its behalf in engaging in Written Testing-the-Waters Communications;

 

23

 

(f) Each Underwriter represents and agrees that any Testing-the-Waters Communications undertaken by it were with entities that such Underwriter reasonably believes are qualified institutional buyers as defined in Rule 144A under the Act or institutions that are accredited investors as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7)(a), (8) or (a)(9), (a)(12) or (a)(13) (where (a)(13), only family clients that are institutions) under the Act.

 

7. The Company covenants and agrees with the several Underwriters that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel (including U.S. and Cayman Islands counsel and any other local and special counsel) and accountants in connection with the registration of the Units under the Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any Preliminary Prospectus, any Written Testing-the-Waters Communication and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing any Agreement among Underwriters, this Agreement, the Blue Sky Memorandum, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Units; (iii) all expenses in connection with the qualification of the Units for offering and sale under state securities laws as provided in Section 5(b) hereof, including the fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey (iv) all fees and expenses in connection with listing the Units on the NYSE; (v) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters (not to exceed $25,000) in connection with, any required review by FINRA of the terms of the sale of the Units; (vi) the cost of preparing share certificates; (vii) the cost and charges of any trustee, warrant agent, transfer agent or registrar; and (viii) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 7. It is understood, however, that, except as provided in this Section 7, and Sections 9 and 12 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel.

 

8. The obligations of the Underwriters hereunder, as to the Units to be delivered at each Time of Delivery, shall be subject, in their discretion, to the condition that all representations and warranties and other statements of the Company herein are, at and as of the Applicable Time and such Time of Delivery, true and correct, the condition that the Company shall have performed all of its obligations hereunder theretofore to be performed, and the following additional conditions:

 

(a) The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 5(a) hereof; all material required to be filed by the Company pursuant to Rule 433(d) under the Act shall have been filed with the Commission within the applicable time period prescribed for such filing by Rule 433; if the Company has elected to rely upon Rule 462(b) under the Act, the Rule 462(b) Registration Statement shall have become effective by 10:00 P.M., Washington, D.C. time, on the date of this Agreement; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; no stop order suspending or preventing the use of the Pricing Prospectus or Prospectus shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to your reasonable satisfaction;

 

24

 

(b) Davis Polk & Wardwell London LLP, counsel for the Underwriters, shall have furnished to you such written opinion and negative assurance letter, dated such Time of Delivery, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters;

 

(c) Skadden, Arps, Slate, Meagher & Flom (UK) LLP, counsel for the Company, shall have furnished to the Representatives their written opinion and negative assurance letter, dated such Time of Delivery, in form and substance reasonably satisfactory to the Representatives;

 

(d) Maples and Calder, Cayman Islands counsel for the Company, shall have furnished to the Representatives their written opinion, dated such Time of Delivery, in form and substance reasonably satisfactory to the Representatives;

 

(e) On the date of the Prospectus at a time prior to the execution of this Agreement, at 9:30 a.m., New York City time, on the effective date of any post-effective amendment to the Registration Statement filed subsequent to the date of this Agreement and also at each Time of Delivery, Marcum LLP shall have furnished to you a letter or letters, dated the respective dates of delivery thereof, in form and substance satisfactory to you;

 

(f) On the effective date of the Registration Statement, the Company shall have delivered to the Representatives executed copies of the Trust Agreement, the Warrant Agreement, the Founder’s Subscription Agreement, the Warrant Purchase Agreement, the Insider Letters and the Registration Rights Agreement;

 

(g) (i) The Company shall not have sustained since the date of the latest audited financial statements included in the Pricing Prospectus any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Pricing Prospectus, and (ii) since the respective dates as of which information is given in the Pricing Prospectus there shall not have been any change in the share capital or long-term debt of the Company or any change or effect, or any development involving a prospective change or effect, in or affecting (x) the business, properties, general affairs, management, financial position, shareholders’ equity or results of operations of the Company, except as set forth or contemplated in the Pricing Prospectus and the Prospectus, or (y) the ability of the Company to perform its obligations under this Agreement, including the issuance and sale of the Units, or to consummate the transactions contemplated in the Pricing Prospectus and the Prospectus, the effect of which, in any such case described in clause (i) or (ii), is in your judgment so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units being delivered at such Time of Delivery on the terms and in the manner contemplated in the Pricing Prospectus and the Prospectus;

 

(h) On or after the Applicable Time (i) no downgrading shall have occurred in the rating accorded the Company’s debt securities or preferred shares by any “nationally recognized statistical rating organization”, as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s debt securities or preferred shares;

 

(i) Since the date of the most recent financial statements included in the Prospectus, there has been no Material Adverse Effect, except as set forth in the Prospectus;

 

25

 

(j) On or after the Applicable Time there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the NYSE; (ii) a suspension or material limitation in trading in the Company’s securities on the NYSE; (iii) a general moratorium on commercial banking activities declared by either Federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in your judgment makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Units being delivered at such Time of Delivery on the terms and in the manner contemplated in the Pricing Prospectus and the Prospectus;

 

(k) The Units to be sold at such Time of Delivery shall have been duly listed, subject to notice of issuance, on the Exchange;

 

(l) The Company shall have obtained and delivered to the Underwriters executed copies of the Insider Letters, substantially to the effect set forth in Section 5(e) hereof in form and substance satisfactory to you;

 

(m) The Company shall have complied with the provisions of Section 5(c) hereof with respect to the furnishing of prospectuses on the New York Business Day next succeeding the date of this Agreement; and

 

(n) The Company shall have furnished or caused to be furnished to you at such Time of Delivery certificates of officers of the Company satisfactory to you as to the accuracy of the representations and warranties of the Company herein at and as of such Time of Delivery, as to the performance by the Company of all of its obligations hereunder to be performed at or prior to such Time of Delivery, as to the matters set forth in subsections (a) and (g) of this Section and as to such other matters as you may reasonably request.

 

9. (a) The Company will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus, any “roadshow” as defined in Rule 433(h) under the Act (a “roadshow”), any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act or any Testing-the-Waters Communication, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication, in reliance upon and in conformity with the Underwriter Information;

 

26

 

(b) Each Underwriter, severally and not jointly, will indemnify and hold harmless the Company against any losses, claims, damages or liabilities to which the Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, or any roadshow or any Written Testing-the-Waters Communication, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, or any roadshow or any Written Testing-the-Waters Communication, in reliance upon and in conformity with the Underwriter Information; and will reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim as such expenses are incurred. As used in this Agreement with respect to an Underwriter and an applicable document, “Underwriter Information” shall mean the written information furnished to the Company by such Underwriter through the Representatives expressly for use therein; it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the information contained in the [seventh, fifteen and sixteen] paragraphs under the caption “Underwriting”;

 

(c) Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; provided that the failure to notify the indemnifying party shall not relieve it from any liability that it may have under the preceding paragraphs of this Section 9 except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided further that the failure to notify the indemnifying party shall not relieve it from any liability that it may have to an indemnified party otherwise than under the preceding paragraphs of this Section 9. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) 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;

 

27

 

(d) If the indemnification provided for in this Section 9 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Units. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or the Underwriters on the other and the parties’ relative intent, 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 contribution pursuant to this subsection (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Units underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in this subsection (d) to contribute are several in proportion to their respective underwriting obligations and not joint;

 

(e) The obligations of the Company under this Section 9 shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to each employee, officer and director of each Underwriter and each person, if any, who controls any Underwriter within the meaning of the Act and each broker-dealer or other affiliate of any Underwriter; and the obligations of the Underwriters under this Section 9 shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company including any person who, with his or her consent, is named in the Registration Statement as about to become a director of the Company and to each person, if any, who controls the Company within the meaning of the Act;

 

28

 

(f) The Company will indemnify and hold harmless the Underwriters against any documentary, stamp or similar issue tax, including any interest and penalties, on the creation and issue of the Units and on the execution and delivery of this Agreement. All payments to be made by the Company hereunder shall be made without withholding or deduction for or on account of any present or future taxes, duties or governmental charges whatsoever unless the Company is compelled by law to deduct or withhold such taxes, duties or charges. In that event, the Company shall pay such additional amounts as may be necessary in order that the net amounts received by the Underwriters after such withholding or deduction shall equal the amounts that would have been received by the Underwriters if no withholding or deduction had been made.

 

(g)  The Company agrees to indemnify each Underwriter, its directors, officers, affiliates and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, against any loss incurred by such Underwriter as a result of any judgment or order being given or made for any amount due hereunder and such judgment or order being expressed and paid in a currency (the “judgment currency”) other than U.S. dollars and as a result of any variation as between (i) the rate of exchange at which the U.S. dollar amount is converted into the judgment currency for the purpose of such judgment or order, and (ii) the rate of exchange at which such indemnified person is able to purchase U.S. dollars with the amount of the judgment currency actually received by the indemnified person. The foregoing indemnity shall constitute a separate and independent obligation of the Company and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term “rate of exchange” shall include any premiums and costs of exchange payable in connection with the purchase of, or conversion into, the relevant currency.

 

10. (a) If any Underwriter shall default in its obligation to purchase the Units which it has agreed to purchase hereunder at a Time of Delivery, you may in your discretion arrange for you or another party or other parties to purchase such Units on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Units, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Units on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Units, or the Company notifies you that it has so arranged for the purchase of such Units, you or the Company shall have the right to postpone such Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Units;

 

(b) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by you and the Company as provided in subsection (a) above, the aggregate number of such Units which remains unpurchased does not exceed one-eleventh of the aggregate number of all the Units to be purchased at such Time of Delivery, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Units which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Units which such Underwriter agreed to purchase hereunder) of the Units of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default;

 

(c) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by you and the Company as provided in subsection (a) above, the aggregate number of such Units which remains unpurchased exceeds one-eleventh of the aggregate number of all the Units to be purchased at such Time of Delivery, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Units of a defaulting Underwriter or Underwriters, then this Agreement (or, with respect to the Second Time of Delivery, the obligations of the Underwriters to purchase and of the Company to sell the Optional Units) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 7 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default

 

29

 

11. The respective indemnities, agreements, representations, warranties and other statements of the Company and the several Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or any controlling person of any Underwriter, or the Company, or any officer or director or controlling person of the Company, and shall survive delivery of and payment for the Units.

 

12. If this Agreement shall be terminated pursuant to Section 10 hereof, the Company shall not then be under any liability to any Underwriter except as provided in Sections 7 and 9 hereof; but, if for any other reason, any Units are not delivered by or on behalf of the Company as provided herein or the Underwriters decline to purchase the Units for any reason permitted under this Agreement, the Company will reimburse the Underwriters through you for all out-of-pocket expenses approved in writing by you, including fees and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of the Units not so delivered, but the Company shall then be under no further liability to any Underwriter except as provided in Sections 7 and 9 hereof.

 

13. In all dealings hereunder, the Representatives shall act on behalf of each of the Underwriters, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by you as the Representatives.

 

All statements, requests, notices and agreements hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by mail, telex or facsimile transmission to you as the Representatives in care of Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282-2198, Attention: Registration Department; or BofA Securities, Inc., One Bryant Park New York, New York 10036 Attention: Syndicate Department (with a copy to ECM Legal) and if to the Company shall be delivered or sent by mail, telex or facsimile transmission to the address of the Company set forth in the Registration Statement, Attention: Secretary; provided, however, that any notice to an Underwriter pursuant to Section 9(c) hereof shall be delivered or sent by mail, telex or facsimile transmission to such Underwriter at its address set forth in its Underwriters’ Questionnaire, or telex constituting such Questionnaire, which address will be supplied to the Company by you upon request; provided, however, that notices under subsection 5(e) shall be in writing, and if to the Underwriters shall be delivered or sent by mail, telex or facsimile transmission to you as a Representative at Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282-2198, Attention: Control Room; or BofA Securities, Inc., One Bryant Park New York, New York 10036 Attention: Syndicate Department (with a copy to ECM Legal) and if to the other parties to a lock-up letter to the address provided therein. Any such statements, requests, notices or agreements shall take effect upon receipt thereof.

 

In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the underwriters to properly identify their respective clients.

 

30

 

14. This Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, the Company and, to the extent provided in Sections 9 and 11 hereof, the officers and directors of the Company and each person who controls the Company or any Underwriter, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. No purchaser of any of the Units from any Underwriter shall be deemed a successor or assign by reason merely of such purchase.

 

15. Time shall be of the essence of this Agreement. As used herein, the term “business day” shall mean any day when the Commission’s office in Washington, D.C. is open for business.

 

16. 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 between the Company, on the one hand, and the several Underwriters, on the other, (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) no Underwriter has 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 such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

 

17. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof.

 

18. This Agreement and any transaction contemplated by this Agreement and any claim, controversy or dispute arising under or related thereto shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflict of laws that would results in the application of any other law than the laws of the State of New York.

 

19. The Company hereby submits to the exclusive jurisdiction of the U.S. federal and New York state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company waives any objection which it may now or hereafter have to the laying of venue of any such suit or proceeding in such courts. The Company agrees that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company and may be enforced in any court to the jurisdiction of which Company is subject by a suit upon such judgment. In addition to any other means for service under law, the Company hereby agrees that process may be served in any such suit or proceeding by overnight mail addressed to the Company’s principal place of business, that such service shall be deemed in every respect effective service of process upon the Company and that the Company shall not object in any way to such service..

 

20. The Company and each of the Underwriters 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.

 

31

 

21. This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

 

22. Notwithstanding anything herein to the contrary, the Company is authorized to disclose to any persons the U.S. federal and state income tax treatment and tax structure of the potential transaction and all materials of any kind (including tax opinions and other tax analyses) provided to the Company relating to that treatment and structure, without the Underwriters imposing any limitation of any kind. However, any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply) to the extent necessary to enable any person to comply with securities laws. For this purpose, “tax structure” is limited to any facts that may be relevant to that treatment.

 

23. Recognition of the U.S. Special Resolution Regimes.

 

(a) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States;

 

(b) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States;

 

(c) As used in this section:

 

“BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

 

“Covered Entity” means any of the following:

 

(i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

 

(ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

 

(iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

 

32

 

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

 

“U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

 

If the foregoing is in accordance with your understanding, please sign and return to us one for the Company and the Representatives plus one for each counsel counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on your part as to the authority of the signers thereof.

 

24. Waiver of Immunity.  To the extent that the Company has or hereafter may acquire any immunity (sovereign or otherwise) from jurisdiction of any court of (i) the Cayman Islands, or any political subdivision thereof, (ii) the United States or the State of New York, (iii) any jurisdiction in which it owns or leases property or assets or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution, set-off or otherwise) with respect to themselves or their respective property and assets or this Agreement, the Company hereby irrevocably waives such immunity in respect of its obligations under this Agreement to the fullest extent permitted by applicable law.

 

33

 

  Very truly yours,
     
  SDCL EDGE Acquisition Corporation
     
  By:          
    Name: [       ]
    Title:   [        ]

 

Accepted as of the date hereof:  
     
Goldman Sachs & Co. LLC  
     
By:            
Name:  
Title:  
     
BofA Securities, Inc.  
     
By:    
Name:  
Title:  
     
  On behalf of each of the Underwriters  

 

34

 

SCHEDULE I

 

      Number of Optional
      Units to be
   Total Number of Firm   Purchased if Maximum
   Units to be  Option
Underwriter  Purchased  Exercised
Goldman Sachs & Co. LLC       
BofA Securities, Inc.       
Total  25,000,000  3,750,000
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
Total       

 

35

 

SCHEDULE II

 

(a) Issuer Free Writing Prospectuses not included in the Pricing Disclosure Package:

 

None

 

(b) Additional Documents Incorporated by Reference:

 

None

 

(c) Information other than the Pricing Prospectus that comprise the Pricing Disclosure Package:

 

The initial public offering price per unit for the Units is $10.00.

 

The number of Units purchased by the Underwriters is 25,000,000.

 

The Company has granted an option to the Underwriters to purchase an aggregate of not more than 3,750,000 Optional Units.

 

(d) Written Testing-the-Waters Communication:

 

Reference is made to the Testing-the-Waters presentation dated [March] 2021 used by the Company in discussions with potential investors, to the extent such presentation is deemed to be a “written communication” within the meaning of Rule 405 under the Act.

 

36

EX-3.2 3 sdcledgeacq_ex3-2.htm EXHIBIT 3.2

 

Exhibit 3.2

 

THE COMPANIES ACT (As Revised)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

 

AMENDED AND RESTATED

MEMORANDUM AND ARTICLES OF ASSOCIATION

 

OF

 

SDCL EDGE Acquisition Corporation

(adopted by special resolution dated [Date] and effective on [date])

 

 

 

 

THE COMPANIES ACT (As Revised)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

 

AMENDED AND RESTATED

MEMORANDUM OF ASSOCIATION

OF

SDCL EDGE Acquisition Corporation

(adopted by special resolution dated [Date] and effective on [date])

 

1The name of the Company is SDCL EDGE Acquisition Corporation

 

2The Registered Office of the Company shall be at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, or at such other place within the Cayman Islands as the Directors may decide.

 

3The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by the laws of the Cayman Islands.

 

4The liability of each Member is limited to the amount unpaid on such Member’s shares.

 

5The share capital of the Company is US$55,500 divided into 500,000,000 Class A ordinary shares of a par value of US$0.0001 each, 50,000,000 Class B ordinary shares of a par value of US$0.0001 each and 5,000,000 preference shares of a par value of US$0.0001 each.

 

6The Company has power to register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.

 

7Capitalised terms that are not defined in this Amended and Restated Memorandum of Association bear the respective meanings given to them in the Amended and Restated Articles of Association of the Company.

 

2

 

 

THE COMPANIES ACT (As Revised)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

 

AMENDED AND RESTATED

ARTICLES OF ASSOCIATION

OF

SDCL EDGE Acquisition Corporation

(adopted by special resolution dated [Date] and effective on [date])

 

1Interpretation

 

1.1In the Articles Table A in the First Schedule to the Statute does not apply and, unless there is something in the subject or context inconsistent therewith:

 

“Affiliate” in respect of a person, means any other person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person, and (a) in the case of a natural person, shall include, without limitation, such person’s spouse, parents, children, siblings, mother-in-law and father-in-law and brothers and sisters-in-law, whether by blood, marriage or adoption or anyone residing in such person’s home, a trust for the benefit of any of the foregoing, a company, partnership or any natural person or entity wholly or jointly owned by any of the foregoing and (b) in the case of an entity, shall include a partnership, a corporation or any natural person or entity which directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity.
“Applicable Law” means, with respect to any person, all provisions of laws, statutes, ordinances, rules, regulations, permits, certificates, judgments, decisions, decrees or orders of any governmental authority applicable to such person.
“Articles” means these amended and restated articles of association of the Company.
“Audit Committee” means the audit committee of the board of directors of the Company established pursuant to the Articles, or any successor committee.

 

3

 

 

“Auditor” means the person for the time being performing the duties of auditor of the Company (if any).
“Business Combination” means a merger, share exchange, asset acquisition, share purchase, reorganisation or similar business combination involving the Company, with one or more businesses or entities (the “target business”), which Business Combination: (a) as long as the securities of the Company are listed on the New York Stock Exchange, must occur with one or more target businesses that together have an aggregate fair market value of at least 80 per cent of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the signing of the definitive agreement to enter into such Business Combination; and (b) must not be solely effectuated with another blank cheque company or a similar company with nominal operations.
“business day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorised or obligated by law to close in New York City.
“Clearing House” means a clearing house recognised by the laws of the jurisdiction in which the Shares (or depositary receipts therefor) are listed or quoted on a stock exchange or interdealer quotation system in such jurisdiction.
“Class A Share” means a Class A ordinary share of a par value of US$0.0001 in the share capital of the Company.
“Class B Share” means a Class B ordinary share of a par value of US$0.0001 in the share capital of the Company.
“Company” means the above named company.
“Company’s Website” means the website of the Company and/or its web-address or domain name (if any).
“Compensation Committee” means the compensation committee of the board of directors of the Company established pursuant to the Articles, or any successor committee.
“Designated Stock Exchange” means any United States national securities exchange on which the securities of the Company are listed for trading, including the New York Stock Exchange.

 

4

 

 

“Directors” means the directors for the time being of the Company.
“Dividend” means any dividend (whether interim or final) resolved to be paid on Shares pursuant to the Articles.
“Disqualified Decision” has the meaning given in Article 28.1.
“Electronic Communication” means a communication sent by electronic means, including electronic posting to the Company’s Website, transmission to any number, address or internet website (including the website of the Securities and Exchange Commission) or other electronic delivery methods as otherwise decided and approved by the Directors.
“Electronic Record” has the same meaning as in the Electronic Transactions Act.
“Electronic Transactions Act” means the Electronic Transactions Act (As Revised) of the Cayman Islands.
“Equity-linked Securities” means any debt or equity securities that are convertible, exercisable or exchangeable for Class A Shares issued in a financing transaction in connection with a Business Combination, including but not limited to a private placement of equity or debt.
“Exchange Act” means the United States Securities Exchange Act of 1934, as amended, or any similar U.S. federal statute and the rules and regulations of the Securities and Exchange Commission thereunder, all as the same shall be in effect at the time.
“Founders” means all Members immediately prior to the consummation of the IPO.
“Independent Director” has the same meaning as in the rules and regulations of the Designated Stock Exchange or in Rule 10A-3 under the Exchange Act, as the case may be.
“IPO” means the Company’s initial public offering of securities.
“Member” has the same meaning as in the Statute.
“Memorandum” means the amended and restated memorandum of association of the Company.

5

 

 

“Nominating Committee” means the nominating committee of the board of directors of the Company established pursuant to the Articles, or any successor committee.
“Officer” means a person appointed to hold an office in the Company.
“Ordinary Resolution” means a resolution passed by a simple majority of the Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting, and includes a unanimous written resolution. In computing the majority when a poll is demanded regard shall be had to the number of votes to which each Member is entitled by the Articles.
“Over-Allotment Option” means the option of the Underwriters to purchase up to an additional 15 per cent of the firm units (as described in the Articles) issued in the IPO at a price equal to US$10 per unit, less underwriting discounts and commissions.
“Preference Share” means a preference share of a par value of US$0.0001 in the share capital of the Company.
“Public Share” means a Class A Share issued as part of the units (as described in the Articles) issued in the IPO.
“Redemption Notice” means a notice in a form approved by the Company by which a holder of Public Shares is entitled to require the Company to redeem its Public Shares, subject to any conditions contained therein.
“Register of Members” means the register of Members maintained in accordance with the Statute and includes (except where otherwise stated) any branch or duplicate register of Members.
“Registered Office” means the registered office for the time being of the Company.
“Representative” means a representative of the Underwriters.
“Seal” means the common seal of the Company and includes every duplicate seal.
“Securities and Exchange Commission” means the United States Securities and Exchange Commission.

6

 

 

“Share” means a Class A Share, a Class B Share or a Preference Share and includes a fraction of a share in the Company.
“Special Resolution” subject to Article 29.5, has the same meaning as in the Statute, and includes a unanimous written resolution.
“Sponsor” means SDCL EDGE Sponsor LLC, a Cayman Islands limited liability company, and its successors or assigns.
“Statute” means the Companies Act (As Revised) of the Cayman Islands.
“Treasury Share” means a Share held in the name of the Company as a treasury share in accordance with the Statute.
“Trust Account” means the trust account established by the Company upon the consummation of the IPO and into which a certain amount of the net proceeds of the IPO, together with a certain amount of the proceeds of a private placement of warrants simultaneously with the closing date of the IPO, will be deposited.
“Underwriter” means an underwriter of the IPO from time to time and any successor underwriter.
1.2In the Articles:

 

(a)words importing the singular number include the plural number and vice versa;

 

(b)words importing the masculine gender include the feminine gender;

 

(c)words importing persons include corporations as well as any other legal or natural person;

 

(d)“written” and “in writing” include all modes of representing or reproducing words in visible form, including in the form of an Electronic Record;

 

(e)“shall” shall be construed as imperative and “may” shall be construed as permissive;

 

(f)references to provisions of any law or regulation shall be construed as references to those provisions as amended, modified, re-enacted or replaced;

 

(g)any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;

 

7

 

 

(h)the term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respects qualifies or modifies the use of the terms “and” or “or” in others. The term “or” shall not be interpreted to be exclusive and the term “and” shall not be interpreted to require the conjunctive (in each case, unless the context otherwise requires);

 

(i)headings are inserted for reference only and shall be ignored in construing the Articles;

 

(j)any requirements as to delivery under the Articles include delivery in the form of an Electronic Record;

 

(k)any requirements as to execution or signature under the Articles including the execution of the Articles themselves can be satisfied in the form of an electronic signature as defined in the Electronic Transactions Act;

 

(l)sections 8 and 19(3) of the Electronic Transactions Act shall not apply;

 

(m)the term “clear days” in relation to the period of a notice means that period excluding the day when the notice is received or deemed to be received and the day for which it is given or on which it is to take effect; and

 

(n)the term “holder” in relation to a Share means a person whose name is entered in the Register of Members as the holder of such Share.

 

2Commencement of Business

 

2.1The business of the Company may be commenced as soon after incorporation of the Company as the Directors shall see fit.

 

2.2The Directors may pay, out of the capital or any other monies of the Company, all expenses incurred in or about the formation and establishment of the Company, including the expenses of registration.

 

3Issue of Shares and other Securities

 

3.1Subject to the provisions, if any, in the Memorandum (and to any direction that may be given by the Company in general meeting) and, where applicable, the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law, and without prejudice to any rights attached to any existing Shares, the Directors may allot, issue, grant options over or otherwise dispose of Shares (including fractions of a Share) with or without preferred, deferred or other rights or restrictions, whether in regard to Dividends or other distributions, voting, return of capital or otherwise and to such persons, at such times and on such other terms as they think proper, and may also (subject to the Statute and the Articles) vary such rights, save that the Directors shall not allot, issue, grant options over or otherwise dispose of Shares (including fractions of a Share) to the extent that it may affect the ability of the Company to carry out a Class B Ordinary Share Conversion set out in the Articles.

 

8

 

 

3.2The Company may issue rights, options, warrants or convertible securities or securities of similar nature conferring the right upon the holders thereof to subscribe for, purchase or receive any class of Shares or other securities in the Company on such terms as the Directors may from time to time determine.

 

3.3The Company may issue units of securities in the Company, which may be comprised of whole or fractional Shares, rights, options, warrants or convertible securities or securities of similar nature conferring the right upon the holders thereof to subscribe for, purchase or receive any class of Shares or other securities in the Company, upon such terms as the Directors may from time to time determine. The securities comprising any such units which are issued pursuant to the IPO can only be traded separately from one another on the 52nd day following the date of the prospectus relating to the IPO unless the Representative(s) determines that an earlier date is acceptable, subject to the Company having filed a current report on Form 8-K with the Securities and Exchange Commission and a press release announcing when such separate trading will begin. Prior to such date, the units can be traded, but the securities comprising such units cannot be traded separately from one another.

 

3.4The Company shall not issue Shares to bearer.

 

4Register of Members

 

4.1The Company shall maintain or cause to be maintained the Register of Members in accordance with the Statute.

 

4.2The Directors may determine that the Company shall maintain one or more branch registers of Members in accordance with the Statute. The Directors may also determine which register of Members shall constitute the principal register and which shall constitute the branch register or registers, and to vary such determination from time to time.

 

5Closing Register of Members or Fixing Record Date

 

5.1For the purpose of determining Members entitled to notice of, or to vote at any meeting of Members or any adjournment thereof, or Members entitled to receive payment of any Dividend or other distribution, or in order to make a determination of Members for any other purpose, the Directors may, after notice has been given by advertisement in an appointed newspaper or any other newspaper or by any other means in accordance with the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law, provide that the Register of Members shall be closed for transfers for a stated period which shall not in any case exceed forty days.

 

9

 

 

5.2In lieu of, or apart from, closing the Register of Members, the Directors may fix in advance or arrears a date as the record date for any such determination of Members entitled to notice of, or to vote at any meeting of the Members or any adjournment thereof, or for the purpose of determining the Members entitled to receive payment of any Dividend or other distribution, or in order to make a determination of Members for any other purpose.

 

5.3If the Register of Members is not so closed and no record date is fixed for the determination of Members entitled to notice of, or to vote at, a meeting of Members or Members entitled to receive payment of a Dividend or other distribution, the date on which notice of the meeting is sent or the date on which the resolution of the Directors resolving to pay such Dividend or other distribution is passed, as the case may be, shall be the record date for such determination of Members. When a determination of Members entitled to vote at any meeting of Members has been made as provided in this Article, such determination shall apply to any adjournment thereof.

 

6Certificates for Shares

 

6.1A Member shall only be entitled to a share certificate if the Directors resolve that share certificates shall be issued. Share certificates representing Shares, if any, shall be in such form as the Directors may determine. Share certificates shall be signed by one or more Directors or other person authorised by the Directors. The Directors may authorise certificates to be issued with the authorised signature(s) affixed by mechanical process. All certificates for Shares shall be consecutively numbered or otherwise identified and shall specify the Shares to which they relate. All certificates surrendered to the Company for transfer shall be cancelled and, subject to the Articles, no new certificate shall be issued until the former certificate representing a like number of relevant Shares shall have been surrendered and cancelled.

 

6.2The Company shall not be bound to issue more than one certificate for Shares held jointly by more than one person and delivery of a certificate to one joint holder shall be a sufficient delivery to all of them.

 

6.3If a share certificate is defaced, worn out, lost or destroyed, it may be renewed on such terms (if any) as to evidence and indemnity and on the payment of such expenses reasonably incurred by the Company in investigating evidence, as the Directors may prescribe, and (in the case of defacement or wearing out) upon delivery of the old certificate.

 

6.4Every share certificate sent in accordance with the Articles will be sent at the risk of the Member or other person entitled to the certificate. The Company will not be responsible for any share certificate lost or delayed in the course of delivery.

 

6.5Share certificates shall be issued within the relevant time limit as prescribed by the Statute, if applicable, or as the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law may from time to time determine, whichever is shorter, after the allotment or, except in the case of a Share transfer which the Company is for the time being entitled to refuse to register and does not register, after lodgement of a Share transfer with the Company.

 

10

 

 

7Transfer of Shares

 

7.1Subject to the terms of the Articles, any Member may transfer all or any of his Shares by an instrument of transfer provided that such transfer complies with the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law. If the Shares in question were issued in conjunction with rights, options, warrants or units issued pursuant to the Articles on terms that one cannot be transferred without the other, the Directors shall refuse to register the transfer of any such Share without evidence satisfactory to them of the like transfer of such right, option, warrant or unit.

 

7.2The instrument of transfer of any Share shall be in writing in the usual or common form or in a form prescribed by the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law or in any other form approved by the Directors and shall be executed by or on behalf of the transferor (and if the Directors so require, signed by or on behalf of the transferee) and may be under hand or, if the transferor or transferee is a Clearing House or its nominee(s), by hand or by machine imprinted signature or by such other manner of execution as the Directors may approve from time to time. The transferor shall be deemed to remain the holder of a Share until the name of the transferee is entered in the Register of Members.

 

8Redemption, Repurchase and Surrender of Shares

 

8.1Subject to the provisions of the Statute, and, where applicable, the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law, the Company may issue Shares that are to be redeemed or are liable to be redeemed at the option of the Member or the Company. The redemption of such Shares, except Public Shares, shall be effected in such manner and upon such other terms as the Company may, by Special Resolution, determine before the issue of such Shares. With respect to redeeming or repurchasing the Shares:

 

(a)Members who hold Public Shares are entitled to request the redemption of such Shares in the circumstances described in the Business Combination Article hereof;

 

(b)Class B Shares held by the Sponsor shall be surrendered by the Sponsor for no consideration to the extent that the Over-Allotment Option is not exercised in full so that the Founders will own 20 per cent of the Company’s issued Shares after the IPO (exclusive of any securities purchased in a private placement simultaneously with the IPO); and

 

(c)Public Shares shall be repurchased by way of tender offer in the circumstances set out in the Business Combination Article hereof.

 

11

 

 

8.2Subject to the provisions of the Statute, and, where applicable, the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law, the Company may purchase its own Shares (including any redeemable Shares) in such manner and on such other terms as the Directors may agree with the relevant Member. For the avoidance of doubt, redemptions, repurchases and surrenders of Shares in the circumstances described in the Article above shall not require further approval of the Members.

 

8.3The Company may make a payment in respect of the redemption or purchase of its own Shares in any manner permitted by the Statute, including out of capital.

 

8.4The Directors may accept the surrender for no consideration of any fully paid Share.

 

9Treasury Shares

 

9.1The Directors may, prior to the purchase, redemption or surrender of any Share, determine that such Share shall be held as a Treasury Share.

 

9.2The Directors may determine to cancel a Treasury Share or transfer a Treasury Share on such terms as they think proper (including, without limitation, for nil consideration).

 

10Variation of Rights of Shares

 

10.1Subject to Article 3.1, if at any time the share capital of the Company is divided into different classes of Shares, all or any of the rights attached to any class (unless otherwise provided by the terms of issue of the Shares of that class) may, whether or not the Company is being wound up, be varied without the consent of the holders of the issued Shares of that class where such variation is considered by the Directors not to have a material adverse effect upon such rights; otherwise, any such variation shall be made only with the consent in writing of the holders of not less than two thirds of the issued Shares of that class (other than with respect to a waiver of the provisions of the Class B Ordinary Share Conversion Article hereof, which as stated therein shall only require the consent in writing of the holders of a majority of the issued Shares of that class), or with the approval of a resolution passed by a majority of not less than two thirds of the votes cast at a separate meeting of the holders of the Shares of that class. For the avoidance of doubt, the Directors reserve the right, notwithstanding that any such variation may not have a material adverse effect, to obtain consent from the holders of Shares of the relevant class. To any such meeting all the provisions of the Articles relating to general meetings shall apply mutatis mutandis, except that the necessary quorum shall be one person holding or representing by proxy at least one third of the issued Shares of the class and that any holder of Shares of the class present in person or by proxy may demand a poll.

 

10.2For the purposes of a separate class meeting, the Directors may treat two or more or all the classes of Shares as forming one class of Shares if the Directors consider that such class of Shares would be affected in the same way by the proposals under consideration, but in any other case shall treat them as separate classes of Shares.

 

12

 

 

10.3The rights conferred upon the holders of the Shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the Shares of that class, be deemed to be varied by the creation or issue of further Shares ranking pari passu therewith or Shares issued with preferred or other rights.

 

11Commission on Sale of Shares

 

The Company may, in so far as the Statute permits, pay a commission to any person in consideration of his subscribing or agreeing to subscribe (whether absolutely or conditionally) or procuring or agreeing to procure subscriptions (whether absolutely or conditionally) for any Shares. Such commissions may be satisfied by the payment of cash and/or the issue of fully or partly paid-up Shares. The Company may also on any issue of Shares pay such brokerage as may be lawful.

 

12Non Recognition of Trusts

 

The Company shall not be bound by or compelled to recognise in any way (even when notified) any equitable, contingent, future or partial interest in any Share, or (except only as is otherwise provided by the Articles or the Statute) any other rights in respect of any Share other than an absolute right to the entirety thereof in the holder.

 

13Lien on Shares

 

13.1The Company shall have a first and paramount lien on all Shares (whether fully paid-up or not) registered in the name of a Member (whether solely or jointly with others) for all debts, liabilities or engagements to or with the Company (whether presently payable or not) by such Member or his estate, either alone or jointly with any other person, whether a Member or not, but the Directors may at any time declare any Share to be wholly or in part exempt from the provisions of this Article. The registration of a transfer of any such Share shall operate as a waiver of the Company’s lien thereon. The Company’s lien on a Share shall also extend to any amount payable in respect of that Share.

 

13.2The Company may sell, in such manner as the Directors think fit, any Shares on which the Company has a lien, if a sum in respect of which the lien exists is presently payable, and is not paid within fourteen clear days after notice has been received or deemed to have been received by the holder of the Shares, or to the person entitled to it in consequence of the death or bankruptcy of the holder, demanding payment and stating that if the notice is not complied with the Shares may be sold.

 

13.3To give effect to any such sale the Directors may authorise any person to execute an instrument of transfer of the Shares sold to, or in accordance with the directions of, the purchaser. The purchaser or his nominee shall be registered as the holder of the Shares comprised in any such transfer, and he shall not be bound to see to the application of the purchase money, nor shall his title to the Shares be affected by any irregularity or invalidity in the sale or the exercise of the Company’s power of sale under the Articles.

 

13

 

 

13.4The net proceeds of such sale after payment of costs, shall be applied in payment of such part of the amount in respect of which the lien exists as is presently payable and any balance shall (subject to a like lien for sums not presently payable as existed upon the Shares before the sale) be paid to the person entitled to the Shares at the date of the sale.

 

14Call on Shares

 

14.1Subject to the terms of the allotment and issue of any Shares, the Directors may make calls upon the Members in respect of any monies unpaid on their Shares (whether in respect of par value or premium), and each Member shall (subject to receiving at least fourteen clear days’ notice specifying the time or times of payment) pay to the Company at the time or times so specified the amount called on the Shares. A call may be revoked or postponed, in whole or in part, as the Directors may determine. A call may be required to be paid by instalments. A person upon whom a call is made shall remain liable for calls made upon him notwithstanding the subsequent transfer of the Shares in respect of which the call was made.

 

14.2A call shall be deemed to have been made at the time when the resolution of the Directors authorising such call was passed.

 

14.3The joint holders of a Share shall be jointly and severally liable to pay all calls in respect thereof.

 

14.4If a call remains unpaid after it has become due and payable, the person from whom it is due shall pay interest on the amount unpaid from the day it became due and payable until it is paid at such rate as the Directors may determine (and in addition all expenses that have been incurred by the Company by reason of such non-payment), but the Directors may waive payment of the interest or expenses wholly or in part.

 

14.5An amount payable in respect of a Share on issue or allotment or at any fixed date, whether on account of the par value of the Share or premium or otherwise, shall be deemed to be a call and if it is not paid all the provisions of the Articles shall apply as if that amount had become due and payable by virtue of a call.

 

14.6The Directors may issue Shares with different terms as to the amount and times of payment of calls, or the interest to be paid.

 

14.7The Directors may, if they think fit, receive an amount from any Member willing to advance all or any part of the monies uncalled and unpaid upon any Shares held by him, and may (until the amount would otherwise become payable) pay interest at such rate as may be agreed upon between the Directors and the Member paying such amount in advance.

 

14

 

 

14.8No such amount paid in advance of calls shall entitle the Member paying such amount to any portion of a Dividend or other distribution payable in respect of any period prior to the date upon which such amount would, but for such payment, become payable.

 

15Forfeiture of Shares

 

15.1If a call or instalment of a call remains unpaid after it has become due and payable the Directors may give to the person from whom it is due not less than fourteen clear days’ notice requiring payment of the amount unpaid together with any interest which may have accrued and any expenses incurred by the Company by reason of such non-payment. The notice shall specify where payment is to be made and shall state that if the notice is not complied with the Shares in respect of which the call was made will be liable to be forfeited.

 

15.2If the notice is not complied with, any Share in respect of which it was given may, before the payment required by the notice has been made, be forfeited by a resolution of the Directors. Such forfeiture shall include all Dividends, other distributions or other monies payable in respect of the forfeited Share and not paid before the forfeiture.

 

15.3A forfeited Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Directors think fit and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the Directors think fit. Where for the purposes of its disposal a forfeited Share is to be transferred to any person the Directors may authorise some person to execute an instrument of transfer of the Share in favour of that person.

 

15.4A person any of whose Shares have been forfeited shall cease to be a Member in respect of them and shall surrender to the Company for cancellation the certificate for the Shares forfeited and shall remain liable to pay to the Company all monies which at the date of forfeiture were payable by him to the Company in respect of those Shares together with interest at such rate as the Directors may determine, but his liability shall cease if and when the Company shall have received payment in full of all monies due and payable by him in respect of those Shares.

 

15.5A certificate in writing under the hand of one Director or Officer that a Share has been forfeited on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the Share. The certificate shall (subject to the execution of an instrument of transfer) constitute a good title to the Share and the person to whom the Share is sold or otherwise disposed of shall not be bound to see to the application of the purchase money, if any, nor shall his title to the Share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the Share.

 

15.6The provisions of the Articles as to forfeiture shall apply in the case of non payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the par value of the Share or by way of premium as if it had been payable by virtue of a call duly made and notified.

 

15

 

 

16Transmission of Shares

 

16.1If a Member dies, the survivor or survivors (where he was a joint holder), or his legal personal representatives (where he was a sole holder), shall be the only persons recognised by the Company as having any title to his Shares. The estate of a deceased Member is not thereby released from any liability in respect of any Share, for which he was a joint or sole holder.

 

16.2Any person becoming entitled to a Share in consequence of the death or bankruptcy or liquidation or dissolution of a Member (or in any other way than by transfer) may, upon such evidence being produced as may be required by the Directors, elect, by a notice in writing sent by him to the Company, either to become the holder of such Share or to have some person nominated by him registered as the holder of such Share. If he elects to have another person registered as the holder of such Share he shall sign an instrument of transfer of that Share to that person. The Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the Share by the relevant Member before his death or bankruptcy or liquidation or dissolution, as the case may be.

 

16.3A person becoming entitled to a Share by reason of the death or bankruptcy or liquidation or dissolution of a Member (or in any other case than by transfer) shall be entitled to the same Dividends, other distributions and other advantages to which he would be entitled if he were the holder of such Share. However, he shall not, before becoming a Member in respect of a Share, be entitled in respect of it to exercise any right conferred by membership in relation to general meetings of the Company and the Directors may at any time give notice requiring any such person to elect either to be registered himself or to have some person nominated by him be registered as the holder of the Share (but the Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the Share by the relevant Member before his death or bankruptcy or liquidation or dissolution or any other case than by transfer, as the case may be). If the notice is not complied with within ninety days of being received or deemed to be received (as determined pursuant to the Articles), the Directors may thereafter withhold payment of all Dividends, other distributions, bonuses or other monies payable in respect of the Share until the requirements of the notice have been complied with.

 

17Class B Ordinary Share Conversion

 

17.1The rights attaching to the Class A Shares and Class B Shares shall rank pari passu in all respects, and the Class A Shares and Class B Shares shall vote together as a single class on all matters (subject to the Variation of Rights of Shares Article and the Appointment and Removal of Directors Article hereof) with the exception that the holder of a Class B Share shall have the conversion rights referred to in this Article.

 

17.2Class B Shares shall automatically convert into Class A Shares on a one-for-one basis (the “Initial Conversion Ratio”) automatically on the day of the consummation of a Business Combination.

 

16

 

 

17.3Notwithstanding the Initial Conversion Ratio, in the case that additional Class A Shares or any other Equity-linked Securities, are issued, or deemed issued, by the Company in excess of the amounts offered in the IPO and related to the consummation of a Business Combination, all Class B Shares in issue shall automatically convert into Class A Shares at the time of the consummation of a Business Combination at a ratio for which the Class B Shares shall convert into Class A Shares will be adjusted (unless the holders of a majority of the Class B Shares in issue agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A Shares issuable upon conversion of all Class B Shares will equal, on an as-converted basis, in the aggregate, 20 per cent of the sum of all Class A Shares and Class B Shares in issue upon completion of the IPO plus all Class A Shares and Equity-linked Securities issued or deemed issued in connection with a Business Combination and any private placement warrants issued to the Sponsor, its Affiliates or any member of the management team upon conversion of working capital loans made to the Company.

 

17.4Notwithstanding anything to the contrary contained herein, the foregoing adjustment to the Initial Conversion Ratio may be waived as to any particular issuance or deemed issuance of additional Class A Shares or Equity-linked Securities by the written consent or agreement of holders of a majority of the Class B Shares then in issue consenting or agreeing separately as a separate class in the manner provided in the Variation of Rights of Shares Article hereof.

 

17.5The foregoing conversion ratio shall also be adjusted to account for any subdivision (by share subdivision, exchange, capitalisation, rights issue, reclassification, recapitalisation or otherwise) or combination (by share consolidation, exchange, reclassification, recapitalisation or otherwise) or similar reclassification or recapitalisation of the Class A Shares in issue into a greater or lesser number of shares occurring after the original filing of the Articles without a proportionate and corresponding subdivision, combination or similar reclassification or recapitalisation of the Class B Shares in issue.

 

17.6Each Class B Share shall convert into its pro rata number of Class A Shares pursuant to this Article. The pro rata share for each holder of Class B Shares will be determined as follows: each Class B Share shall convert into such number of Class A Shares as is equal to the product of 1 multiplied by a fraction, the numerator of which shall be the total number of Class A Shares into which all of the Class B Shares in issue shall be converted pursuant to this Article and the denominator of which shall be the total number of Class B Shares in issue at the time of conversion.

 

17.7References in this Article to “converted”, “conversion” or “exchange” shall mean the compulsory redemption without notice of Class B Shares of any Member and, on behalf of such Members, automatic application of such redemption proceeds in paying for such new Class A Shares into which the Class B Shares have been converted or exchanged at a price per Class B Share necessary to give effect to a conversion or exchange calculated on the basis that the Class A Shares to be issued as part of the conversion or exchange will be issued at par. The Class A Shares to be issued on an exchange or conversion shall be registered in the name of such Member or in such name as the Member may direct.

 

17

 

 

17.8Notwithstanding anything to the contrary in this Article, in no event may any Class B Share convert into Class A Shares at a ratio that is less than one-for-one.

 

18Amendments of Memorandum and Articles of Association and Alteration of Capital

 

18.1The Company may by Ordinary Resolution:

 

(a)increase its share capital by such sum as the Ordinary Resolution shall prescribe and with such rights, priorities and privileges annexed thereto, as the Company in general meeting may determine;

 

(b)consolidate and divide all or any of its share capital into Shares of larger amount than its existing Shares;

 

(c)convert all or any of its paid-up Shares into stock, and reconvert that stock into paid-up Shares of any denomination;

 

(d)by subdivision of its existing Shares or any of them divide the whole or any part of its share capital into Shares of smaller amount than is fixed by the Memorandum or into Shares without par value; and

 

(e)cancel any Shares that at the date of the passing of the Ordinary Resolution have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the Shares so cancelled.

 

18.2All new Shares created in accordance with the provisions of the preceding Article shall be subject to the same provisions of the Articles with reference to the payment of calls, liens, transfer, transmission, forfeiture and otherwise as the Shares in the original share capital.

 

18.3Subject to the provisions of the Statute, the provisions of the Articles as regards the matters to be dealt with by Ordinary Resolution and Article 29.5, the Company may by Special Resolution:

 

(a)change its name;

 

(b)alter or add to the Articles;

 

(c)alter or add to the Memorandum with respect to any objects, powers or other matters specified therein; and

 

(d)reduce its share capital or any capital redemption reserve fund.

 

18

 

 

19Offices and Places of Business

 

Subject to the provisions of the Statute, the Company may by resolution of the Directors change the location of its Registered Office. The Company may, in addition to its Registered Office, maintain such other offices or places of business as the Directors determine.

 

20General Meetings

 

20.1All general meetings other than annual general meetings shall be called extraordinary general meetings.

 

20.2The Company may, but shall not (unless required by the Statute) be obliged to, in each year hold a general meeting as its annual general meeting, and shall specify the meeting as such in the notices calling it. Any annual general meeting shall be held at such time and place as the Directors shall appoint. At these meetings the report of the Directors (if any) shall be presented.

 

20.3The Directors, the chief executive officer or the chairman of the board of Directors may call general meetings, and, for the avoidance of doubt, Members shall not have the ability to call general meetings.

 

21Notice of General Meetings

 

21.1At least five clear days’ notice shall be given of any general meeting. Every notice shall specify the place, the day and the hour of the meeting and the general nature of the business to be conducted at the general meeting and shall be given in the manner hereinafter mentioned or in such other manner if any as may be prescribed by the Company, provided that a general meeting of the Company shall, whether or not the notice specified in this Article has been given and whether or not the provisions of the Articles regarding general meetings have been complied with, be deemed to have been duly convened if it is so agreed:

 

(a)in the case of an annual general meeting, by all of the Members entitled to attend and vote thereat; and

 

(b)in the case of an extraordinary general meeting, by a majority in number of the Members having a right to attend and vote at the meeting, together holding not less than ninety-five per cent in par value of the Shares giving that right.

 

21.2The accidental omission to give notice of a general meeting to, or the non receipt of notice of a general meeting by, any person entitled to receive such notice shall not invalidate the proceedings of that general meeting.

 

19

 

 

22Proceedings at General Meetings

 

22.1No business shall be transacted at any general meeting unless a quorum is present. The holders of a majority of the Shares being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorised representative or proxy shall be a quorum.

 

22.2A person may participate at a general meeting by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other. Participation by a person in a general meeting in this manner is treated as presence in person at that meeting.

 

22.3A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by or on behalf of all of the Members for the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations or other non-natural persons, signed by their duly authorised representatives) shall be as valid and effective as if the resolution had been passed at a general meeting of the Company duly convened and held.

 

22.4If a quorum is not present within half an hour from the time appointed for the meeting to commence, the meeting shall stand adjourned to the same day in the next week at the same time and/or place or to such other day, time and/or place as the Directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting to commence, the Members present shall be a quorum.

 

22.5The Directors may, at any time prior to the time appointed for the meeting to commence, appoint any person to act as chairman of a general meeting of the Company or, if the Directors do not make any such appointment, the chairman, if any, of the board of Directors shall preside as chairman at such general meeting. If there is no such chairman, or if he shall not be present within fifteen minutes after the time appointed for the meeting to commence, or is unwilling to act, the Directors present shall elect one of their number to be chairman of the meeting.

 

22.6If no Director is willing to act as chairman or if no Director is present within fifteen minutes after the time appointed for the meeting to commence, the Members present shall choose one of their number to be chairman of the meeting.

 

22.7The chairman may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

 

22.8When a general meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice of an adjourned meeting.

 

20

 

 

22.9If, prior to a Business Combination, a notice is issued in respect of a general meeting and the Directors, in their absolute discretion, consider that it is impractical or undesirable for any reason to hold that general meeting at the place, the day and the hour specified in the notice calling such general meeting, the Directors may postpone the general meeting to another place, day and/or hour provided that notice of the place, the day and the hour of the rearranged general meeting is promptly given to all Members. No business shall be transacted at any postponed meeting other than the business specified in the notice of the original meeting.

 

22.10When a general meeting is postponed for thirty days or more, notice of the postponed meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice of a postponed meeting. All proxy forms submitted for the original general meeting shall remain valid for the postponed meeting. The Directors may postpone a general meeting which has already been postponed.

 

22.11A resolution put to the vote of the meeting shall be decided on a poll.

 

22.12A poll shall be taken as the chairman directs, and the result of the poll shall be deemed to be the resolution of the general meeting at which the poll was demanded.

 

22.13A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such date, time and place as the chairman of the general meeting directs, and any business other than that upon which a poll has been demanded or is contingent thereon may proceed pending the taking of the poll.

 

22.14In the case of an equality of votes the chairman shall be entitled to a second or casting vote.

 

23Votes of Members

 

23.1Subject to any rights or restrictions attached to any Shares, including as set out at Article 29.4, every Member present in any such manner shall have one vote for every Share of which he is the holder.

 

23.2In the case of joint holders the vote of the senior holder who tenders a vote, whether in person or by proxy (or, in the case of a corporation or other non-natural person, by its duly authorised representative or proxy), shall be accepted to the exclusion of the votes of the other joint holders, and seniority shall be determined by the order in which the names of the holders stand in the Register of Members.

 

23.3A Member of unsound mind, or in respect of whom an order has been made by any court, having jurisdiction in lunacy, may vote by his committee, receiver, curator bonis, or other person on such Member’s behalf appointed by that court, and any such committee, receiver, curator bonis or other person may vote by proxy.

 

21

 

 

23.4No person shall be entitled to vote at any general meeting unless he is registered as a Member on the record date for such meeting nor unless all calls or other monies then payable by him in respect of Shares have been paid.

 

23.5No objection shall be raised as to the qualification of any voter except at the general meeting or adjourned general meeting at which the vote objected to is given or tendered and every vote not disallowed at the meeting shall be valid. Any objection made in due time in accordance with this Article shall be referred to the chairman whose decision shall be final and conclusive.

 

23.6Votes may be cast either personally or by proxy (or in the case of a corporation or other non-natural person by its duly authorised representative or proxy). A Member may appoint more than one proxy or the same proxy under one or more instruments to attend and vote at a meeting. Where a Member appoints more than one proxy the instrument of proxy shall specify the number of Shares in respect of which each proxy is entitled to exercise the related votes.

 

23.7A Member holding more than one Share need not cast the votes in respect of his Shares in the same way on any resolution and therefore may vote a Share or some or all such Shares either for or against a resolution and/or abstain from voting a Share or some or all of the Shares and, subject to the terms of the instrument appointing him, a proxy appointed under one or more instruments may vote a Share or some or all of the Shares in respect of which he is appointed either for or against a resolution and/or abstain from voting a Share or some or all of the Shares in respect of which he is appointed.

 

24Proxies

 

24.1The instrument appointing a proxy shall be in writing and shall be executed under the hand of the appointor or of his attorney duly authorised in writing, or, if the appointor is a corporation or other non natural person, under the hand of its duly authorised representative. A proxy need not be a Member.

 

24.2The Directors may, in the notice convening any meeting or adjourned meeting, or in an instrument of proxy sent out by the Company, specify the manner by which the instrument appointing a proxy shall be deposited and the place and the time (being not later than the time appointed for the commencement of the meeting or adjourned meeting to which the proxy relates) at which the instrument appointing a proxy shall be deposited. In the absence of any such direction from the Directors in the notice convening any meeting or adjourned meeting or in an instrument of proxy sent out by the Company, the instrument appointing a proxy shall be deposited physically at the Registered Office not less than 48 hours before the time appointed for the meeting or adjourned meeting to commence at which the person named in the instrument proposes to vote.

 

24.3The chairman may in any event at his discretion declare that an instrument of proxy shall be deemed to have been duly deposited. An instrument of proxy that is not deposited in the manner permitted, or which has not been declared to have been duly deposited by the chairman, shall be invalid.

 

22

 

 

24.4The instrument appointing a proxy may be in any usual or common form (or such other form as the Directors may approve) and may be expressed to be for a particular meeting or any adjournment thereof or generally until revoked. An instrument appointing a proxy shall be deemed to include the power to demand or join or concur in demanding a poll.

 

24.5Votes given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the Share in respect of which the proxy is given unless notice in writing of such death, insanity, revocation or transfer was received by the Company at the Registered Office before the commencement of the general meeting, or adjourned meeting at which it is sought to use the proxy.

 

25Corporate Members

 

25.1Any corporation or other non-natural person which is a Member may in accordance with its constitutional documents, or in the absence of such provision by resolution of its directors or other governing body, authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of Members, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as the corporation could exercise if it were an individual Member.

 

25.2If a Clearing House (or its nominee(s)), being a corporation, is a Member, it may authorise such persons as it sees fit to act as its representative at any meeting of the Company or at any meeting of any class of Members provided that the authorisation shall specify the number and class of Shares in respect of which each such representative is so authorised. Each person so authorised under the provisions of this Article shall be deemed to have been duly authorised without further evidence of the facts and be entitled to exercise the same rights and powers on behalf of the Clearing House (or its nominee(s)) as if such person was the registered holder of such Shares held by the Clearing House (or its nominee(s)).

 

26Shares that May Not be Voted

 

Shares in the Company that are beneficially owned by the Company shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding Shares at any given time.

 

27Directors

 

27.1There shall be a board of Directors consisting of not less than one person provided however that the Company may by Ordinary Resolution increase or reduce the limits in the number of Directors.

 

23

 

 

27.2The Directors shall be divided into three classes: Class I, Class II and Class III. The number of Directors in each class shall be as nearly equal as possible. Upon the adoption of the Articles, the existing Directors shall by resolution classify themselves as Class I, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at the Company’s first annual general meeting, the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment of Directors and/or the removal of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, may be filled by the vote of a majority of the remaining Directors then in office, although less than a quorum (as defined in the Articles), or by the sole remaining Director. All Directors shall hold office until the expiration of their respective terms of office and until their successors shall have been appointed and qualified. A Director appointed to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder of the full term of the Director whose death, resignation or removal shall have created such vacancy and until his successor shall have been appointed and qualified.

 

28Powers of Directors

 

28.1Subject to the provisions of the Statute, the Memorandum and the Articles and to any directions given by Special Resolution, the business of the Company shall be managed by the Directors who may exercise all the powers of the Company. No alteration of the Memorandum or Articles and no such direction shall invalidate any prior act of the Directors which would have been valid if that alteration had not been made or that direction had not been given. A duly convened meeting of Directors at which a quorum is present may exercise all powers exercisable by the Directors. For the avoidance of doubt, any decision of:

 

(a)any meeting of the Directors at which the majority of Directors present are in the UK;

 

(b)any meeting of the Directors at which the appointed chairman of the meeting is present in the UK;

 

(c)any Director acting alone on behalf of the Company while being present in the UK;

 

(d)any resolution of the Directors in writing which is signed by a majority of Directors present in the UK at the time of signing or in respect of which the final signature is given by a Director present in the UK at the time of signing; or

 

(e)any person or persons (as the case may be) to whom powers have been delegated by the Directors (including but not limited to any person or persons appointed under Article 35) if the decision would fall within paragraphs (a) to (d) above (assuming that any reference to “Director” or “Directors” within those paragraphs is a reference to the relevant person or persons for the purposes of this paragraph (e)),

 

(each such decision, a “Disqualified Decision”), shall be invalid and not binding on the Company.

 

24

 

 

28.2All cheques, promissory notes, drafts, bills of exchange and other negotiable or transferable instruments and all receipts for monies paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed as the case may be in such manner as the Directors shall determine by resolution.

 

28.3The Directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any Director who has held any other salaried office or place of profit with the Company or to his widow or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.

 

28.4The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and assets (present and future) and uncalled capital or any part thereof and to issue debentures, debenture stock, mortgages, bonds and other such securities whether outright or as security for any debt, liability or obligation of the Company or of any third party.

 

29Appointment and Removal of Directors

 

29.1The Company may by Ordinary Resolution appoint any person to be a Director or may by Ordinary Resolution remove any Director.

 

29.2Prior to the consummation of a Business Combination, the Company may by Ordinary Resolution of the holders of the Class B Shares appoint any person to be a Director or may by Ordinary Resolution of the holders of the Class B Shares remove any Director. For the avoidance of doubt, prior to the consummation of a Business Combination, holders of Class A Shares shall have no right to vote on the appointment or removal of any Director.

 

29.3The Directors may appoint any person to be a Director, either to fill a vacancy or as an additional Director provided that the appointment does not cause the number of Directors to exceed any number fixed by or in accordance with the Articles as the maximum number of Directors.

 

29.4After the consummation of a Business Combination, the Company may by Ordinary Resolution appoint any person to be a Director or may by Ordinary Resolution remove any Director.

 

29.5Prior to the consummation of a Business Combination, Article 29.1 may only be amended by a Special Resolution passed by at least two-thirds of such Members (which shall include a simple majority of the holders of Class B Shares) as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been given, or by way of unanimous written resolution.

 

25

 

 

30Vacation of Office of Director

 

The office of a Director shall be vacated if:

 

(a)the Director gives notice in writing to the Company that he resigns the office of Director; or

 

(b)the Director absents himself (for the avoidance of doubt, without being represented by proxy) from three consecutive meetings of the board of Directors without special leave of absence from the Directors, and the Directors pass a resolution that he has by reason of such absence vacated office; or

 

(c)the Director dies, becomes bankrupt or makes any arrangement or composition with his creditors generally; or

 

(d)the Director is found to be or becomes of unsound mind; or

 

(e)all of the other Directors (being not less than two in number) determine that he should be removed as a Director, either by a resolution passed by all of the other Directors at a meeting of the Directors duly convened and held in accordance with the Articles or by a resolution in writing signed by all of the other Directors.

 

31Proceedings of Directors

 

31.1Subject to Article 28.1 above, the quorum for the transaction of the business of the Directors may be fixed by the Directors, and unless so fixed shall be a majority of the Directors then in office, provided that there shall be no such quorum if a majority of Directors present at the relevant meeting are present in the UK at the time of that meeting. In any event, any decision of any transaction of the business of the Company which is a Disqualified Decision shall be invalid and not binding on the Company.

 

31.2Subject to the provisions of the Articles, the Directors may regulate their proceedings as they think fit. Questions arising at any meeting shall be decided by a majority of votes. In the case of an equality of votes, the chairman shall have a second or casting vote. Disqualified Decisions shall be invalid and not binding on the Company.

 

31.3A person may participate in a meeting of the Directors or any committee of Directors by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other at the same time. Participation by a person in a meeting in this manner is treated as presence in person at that meeting. Unless otherwise determined by the Directors, the meeting shall be deemed to be held at the place where the chairman is located at the start of the meeting.

 

31.4If any Director who is present in the UK participates in a meeting of the Directors, then:

 

(a)the chairman of the meeting of the Directors must not be present in the UK;

 

26

 

 

(b)the agenda and minutes of the meeting should confirm that the meeting of Directors is for discussion and informational purposes only; and

 

(c)a resolution in writing shall be circulated upon adjournment of the meeting of Directors for execution by the Directors in accordance with Article 31.6 below.

 

31.5If the Directors invite any member of the Advisory Board to participate in a discussion of the Directors, for avoidance of doubt:

 

(a)the presence of that member of the Advisory Board shall not be considered as part of the quorum for a meeting of the Directors;

 

(b)any meeting of the Directors for the purposes of transaction the business of the Company shall only commence after all members of the Advisory Board are no longer present; and

 

(c)minutes of the meeting should confirm that the meeting of Directors commenced after all members of the Advisory Board are no longer present.

 

31.6Subject to Article 28.1 above, a resolution in writing (in one or more counterparts) signed by all the Directors or all the members of a committee of the Directors or, in the case of a resolution in writing relating to the removal of any Director or the vacation of office by any Director, all of the Directors other than the Director who is the subject of such resolution shall be as valid and effectual as if it had been passed at a meeting of the Directors, or committee of Directors as the case may be, duly convened and held. In any event, any decision of any transaction of the business of the Company which is a Disqualified Decision shall be invalid and not binding on the Company.

 

31.7A Director may, or other Officer on the direction of a Director shall, call a meeting of the Directors by at least two days’ notice in writing to every Director which notice shall set forth the general nature of the business to be considered unless notice is waived by all the Directors either at, before or after the meeting is held. To any such notice of a meeting of the Directors all the provisions of the Articles relating to the giving of notices by the Company to the Members shall apply mutatis mutandis.

 

31.8The continuing Directors (or a sole continuing Director, as the case may be) may act notwithstanding any vacancy in their body, but if and so long as their number is reduced below the number fixed by or pursuant to the Articles as the necessary quorum of Directors the continuing Directors or Director may act for the purpose of increasing the number of Directors to be equal to such fixed number, or of summoning a general meeting of the Company, but for no other purpose.

 

31.9The Directors may elect a chairman of their board and determine the period for which he is to hold office. At any meeting of the Directors, the Directors present at that meeting shall choose one of their number to be chairman of that meeting, so long as the appointed chairman of the meeting is not present in the UK.. In any event, any decision of any transaction of the business of the Company which is a Disqualified Decision shall be invalid and not binding on the Company.

 

27

 

 

31.10All acts done by any meeting of the Directors or of a committee of the Directors shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any Director, and/or that they or any of them were disqualified, and/or had vacated their office and/or were not entitled to vote, be as valid as if every such person had been duly appointed and/or not disqualified to be a Director and/or had not vacated their office and/or had been entitled to vote, as the case may be, provided that any Disqualified Decision shall be invalid and not binding on the Company.

 

31.11A Director may be represented at any meetings of the board of Directors by a proxy appointed in writing by him and being physically present at any meeting of the board of Directors in the Cayman Islands or the US. The proxy shall count towards the quorum and the vote of the proxy shall for all purposes be deemed to be that of the appointing Director.

 

32Presumption of Assent

 

A Director who is present at a meeting of the board of Directors at which action on any Company matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent from such action with the person acting as the chairman or secretary of the meeting before the adjournment thereof or shall forward such dissent by registered post to such person immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favour of such action.

 

33Directors’ Interests

 

33.1A Director may hold any other office or place of profit under the Company (other than the office of Auditor) in conjunction with his office of Director for such period and on such terms as to remuneration and otherwise as the Directors may determine.

 

33.2A Director may act by himself or by, through or on behalf of his firm in a professional capacity for the Company and he or his firm shall be entitled to remuneration for professional services as if he were not a Director.

 

33.3A Director may be or become a director or other officer of or otherwise interested in any company promoted by the Company or in which the Company may be interested as a shareholder, a contracting party or otherwise, and no such Director shall be accountable to the Company for any remuneration or other benefits received by him as a director or officer of, or from his interest in, such other company.

 

33.4No person shall be disqualified from the office of Director or prevented by such office from contracting with the Company, either as vendor, purchaser or otherwise, nor shall any such contract or any contract or transaction entered into by or on behalf of the Company in which any Director shall be in any way interested be or be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by or arising in connection with any such contract or transaction by reason of such Director holding office or of the fiduciary relationship thereby established. A Director shall be at liberty to vote in respect of any contract or transaction in which he is interested provided that the nature of the interest of any Director in any such contract or transaction shall be disclosed by him at or prior to its consideration and any vote thereon.

 

28

 

 

33.5A general notice that a Director is a shareholder, director, officer or employee of any specified firm or company and is to be regarded as interested in any transaction with such firm or company shall be sufficient disclosure for the purposes of voting on a resolution in respect of a contract or transaction in which he has an interest, and after such general notice it shall not be necessary to give special notice relating to any particular transaction.

 

34Minutes

 

The Directors shall cause minutes to be made in books kept for the purpose of recording all appointments of Officers made by the Directors, all proceedings at meetings of the Company or the holders of any class of Shares and of the Directors, and of committees of the Directors, including the names of the Directors present at each meeting.

 

35Delegation of Directors’ Powers

 

35.1The Directors may delegate any of their powers, authorities and discretions, including the power to sub-delegate, to any committee consisting of one or more Directors (including, without limitation, the Audit Committee, the Compensation Committee and the Nominating Committee). Any such delegation may be made subject to any conditions the Directors may impose and either collaterally with or to the exclusion of their own powers and any such delegation may be revoked or altered by the Directors. Subject to any such conditions, the proceedings of a committee of Directors shall be governed by the Articles regulating the proceedings of Directors, so far as they are capable of applying.

 

35.2The Directors may establish any committees, local boards or agencies or appoint any person to be a manager or agent for managing the affairs of the Company and may appoint any person to be a member of such committees, local boards or agencies. Any such appointment may be made subject to any conditions the Directors may impose, and either collaterally with or to the exclusion of their own powers and any such appointment may be revoked or altered by the Directors. Subject to any such conditions, the proceedings of any such committee, local board or agency shall be governed by the Articles regulating the proceedings of Directors, so far as they are capable of applying.

 

35.3The Directors may adopt formal written charters for committees. Each of these committees shall be empowered to do all things necessary to exercise the rights of such committee set forth in the Articles and shall have such powers as the Directors may delegate pursuant to the Articles and as required by the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law. Each of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee, if established, shall consist of such number of Directors as the Directors shall from time to time determine (or such minimum number as may be required from time to time by the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law). For so long as any class of Shares is listed on the Designated Stock Exchange, the Audit Committee, the Compensation Committee and the Nominating Committee shall be made up of such number of Independent Directors as is required from time to time by the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law.

 

29

 

 

35.4The Directors may by power of attorney or otherwise appoint any person to be the agent of the Company on such conditions as the Directors may determine, provided that the delegation is not to the exclusion of their own powers and may be revoked by the Directors at any time.

 

35.5The Directors may by power of attorney or otherwise appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or authorised signatory of the Company for such purpose and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under the Articles) and for such period and subject to such conditions as they may think fit, and any such powers of attorney or other appointment may contain such provisions for the protection and convenience of persons dealing with any such attorneys or authorised signatories as the Directors may think fit and may also authorise any such attorney or authorised signatory to delegate all or any of the powers, authorities and discretions vested in him.

 

35.6The Directors may appoint such Officers as they consider necessary on such terms, at such remuneration and to perform such duties, and subject to such provisions as to disqualification and removal as the Directors may think fit. Unless otherwise specified in the terms of his appointment an Officer may be removed by resolution of the Directors or Members. An Officer may vacate his office at any time if he gives notice in writing to the Company that he resigns his office.

 

35.7Any delegation of powers under this Article 35 shall only be valid if the respective board, committee, agency, agent or other person or body acts on behalf of the Company in accordance with the provisions made for the transacting of the business of the Company by the Directors in these Articles (in particular Articles 28 and 31 above). For the avoidance of doubt, Disqualified Decisions shall be invalid and not binding on the Company.

 

36Advisory Board

 

36.1The Directors may at their discretion establish an Advisory Board of no more than four individuals (“Advisors”). The purpose of the Advisory Board shall be to provide advice to the Company regarding the Company’s business. Such advice shall be provided pursuant to the terms to be determined by the Directors from time to time but, for the avoidance of doubt:

 

(a)the Advisors shall not be Directors of the Company;

 

30

 

 

(b)the Advisors shall not be entitled to attend any meeting of the Directors. To the extent that Advisors are invited to attend any discussion between the Directors, they shall be required to leave before any meeting of the Directors for the purposes of transaction the business of the Company commences and shall not be entitled to vote at any such meeting;

 

(c)the appointment of an Advisory Board shall not in any way be construed as a delegation of powers pursuant to Article 35 above and the Advisors shall not have any authority to act on behalf of the Company; and

 

(d)the Advisors shall not be remunerated.

 

37No Minimum Shareholding

 

The Company in general meeting may fix a minimum shareholding required to be held by a Director, but unless and until such a shareholding qualification is fixed a Director is not required to hold Shares.

 

38Remuneration of Directors

 

38.1The remuneration to be paid to the Directors, if any, shall be such remuneration as the Directors shall determine, provided that no cash remuneration shall be paid to any Director by the Company prior to the consummation of a Business Combination. The Directors shall also, whether prior to or after the consummation of a Business Combination, be entitled to be paid all travelling, hotel and other expenses properly incurred by them in connection with their attendance at meetings of Directors or committees of Directors, or general meetings of the Company, or separate meetings of the holders of any class of Shares or debentures of the Company, or otherwise in connection with the business of the Company or the discharge of their duties as a Director, or to receive a fixed allowance in respect thereof as may be determined by the Directors, or a combination partly of one such method and partly the other.

 

38.2The Directors may by resolution approve additional remuneration to any Director for any services which in the opinion of the Directors go beyond his ordinary routine work as a Director. Any fees paid to a Director who is also counsel, attorney or solicitor to the Company, or otherwise serves it in a professional capacity shall be in addition to his remuneration as a Director.

 

39Seal

 

39.1The Company may, if the Directors so determine, have a Seal. The Seal shall only be used by the authority of the Directors or of a committee of the Directors authorised by the Directors. Every instrument to which the Seal has been affixed shall be signed by at least one person who shall be either a Director or some Officer or other person appointed by the Directors for the purpose.

 

39.2The Company may have for use in any place or places outside the Cayman Islands a duplicate Seal or Seals each of which shall be a facsimile of the common Seal of the Company and, if the Directors so determine, with the addition on its face of the name of every place where it is to be used.

 

31

 

 

39.3A Director or Officer, representative or attorney of the Company may without further authority of the Directors affix the Seal over his signature alone to any document of the Company required to be authenticated by him under seal or to be filed with the Registrar of Companies in the Cayman Islands or elsewhere wheresoever.

 

40Dividends, Distributions and Reserve

 

40.1Subject to the Statute and this Article and except as otherwise provided by the rights attached to any Shares, the Directors may resolve to pay Dividends and other distributions on Shares in issue and authorise payment of the Dividends or other distributions out of the funds of the Company lawfully available therefor. A Dividend shall be deemed to be an interim Dividend unless the terms of the resolution pursuant to which the Directors resolve to pay such Dividend specifically state that such Dividend shall be a final Dividend. No Dividend or other distribution shall be paid except out of the realised or unrealised profits of the Company, out of the share premium account or as otherwise permitted by law.

 

40.2Except as otherwise provided by the rights attached to any Shares, all Dividends and other distributions shall be paid according to the par value of the Shares that a Member holds. If any Share is issued on terms providing that it shall rank for Dividend as from a particular date, that Share shall rank for Dividend accordingly.

 

40.3The Directors may deduct from any Dividend or other distribution payable to any Member all sums of money (if any) then payable by him to the Company on account of calls or otherwise.

 

40.4The Directors may resolve that any Dividend or other distribution be paid wholly or partly by the distribution of specific assets and in particular (but without limitation) by the distribution of shares, debentures, or securities of any other company or in any one or more of such ways and where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient and in particular may issue fractional Shares and may fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any Members upon the basis of the value so fixed in order to adjust the rights of all Members and may vest any such specific assets in trustees in such manner as may seem expedient to the Directors.

 

40.5Except as otherwise provided by the rights attached to any Shares, Dividends and other distributions may be paid in any currency. The Directors may determine the basis of conversion for any currency conversions that may be required and how any costs involved are to be met.

 

40.6The Directors may, before resolving to pay any Dividend or other distribution, set aside such sums as they think proper as a reserve or reserves which shall, at the discretion of the Directors, be applicable for any purpose of the Company and pending such application may, at the discretion of the Directors, be employed in the business of the Company.

 

32

 

 

40.7Any Dividend, other distribution, interest or other monies payable in cash in respect of Shares may be paid by wire transfer to the holder or by cheque or warrant sent through the post directed to the registered address of the holder or, in the case of joint holders, to the registered address of the holder who is first named on the Register of Members or to such person and to such address as such holder or joint holders may in writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent. Any one of two or more joint holders may give effectual receipts for any Dividends, other distributions, bonuses, or other monies payable in respect of the Share held by them as joint holders.

 

40.8No Dividend or other distribution shall bear interest against the Company.

 

40.9Any Dividend or other distribution which cannot be paid to a Member and/or which remains unclaimed after six months from the date on which such Dividend or other distribution becomes payable may, in the discretion of the Directors, be paid into a separate account in the Company’s name, provided that the Company shall not be constituted as a trustee in respect of that account and the Dividend or other distribution shall remain as a debt due to the Member. Any Dividend or other distribution which remains unclaimed after a period of six years from the date on which such Dividend or other distribution becomes payable shall be forfeited and shall revert to the Company.

 

41Capitalisation

 

The Directors may at any time capitalise any sum standing to the credit of any of the Company’s reserve accounts or funds (including the share premium account and capital redemption reserve fund) or any sum standing to the credit of the profit and loss account or otherwise available for distribution; appropriate such sum to Members in the proportions in which such sum would have been divisible amongst such Members had the same been a distribution of profits by way of Dividend or other distribution; and apply such sum on their behalf in paying up in full unissued Shares for allotment and distribution credited as fully paid-up to and amongst them in the proportion aforesaid. In such event the Directors shall do all acts and things required to give effect to such capitalisation, with full power given to the Directors to make such provisions as they think fit in the case of Shares becoming distributable in fractions (including provisions whereby the benefit of fractional entitlements accrue to the Company rather than to the Members concerned). The Directors may authorise any person to enter on behalf of all of the Members interested into an agreement with the Company providing for such capitalisation and matters incidental or relating thereto and any agreement made under such authority shall be effective and binding on all such Members and the Company.

 

42Books of Account

 

42.1The Directors shall cause proper books of account (including, where applicable, material underlying documentation including contracts and invoices) to be kept with respect to all sums of money received and expended by the Company and the matters in respect of which the receipt or expenditure takes place, all sales and purchases of goods by the Company and the assets and liabilities of the Company. Such books of account must be retained for a minimum period of five years from the date on which they are prepared. Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the Company’s affairs and to explain its transactions.

 

33

 

 

42.2The Directors shall determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Members not being Directors and no Member (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by Statute or authorised by the Directors or by the Company in general meeting.

 

42.3The Directors may cause to be prepared and to be laid before the Company in general meeting profit and loss accounts, balance sheets, group accounts (if any) and such other reports and accounts as may be required by law.

 

43Audit

 

43.1The Directors may appoint an Auditor of the Company who shall hold office on such terms as the Directors determine.

 

43.2Without prejudice to the freedom of the Directors to establish any other committee, if the Shares (or depositary receipts therefor) are listed or quoted on the Designated Stock Exchange, and if required by the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law, the Directors shall establish and maintain an Audit Committee as a committee of the Directors and shall adopt a formal written Audit Committee charter and review and assess the adequacy of the formal written charter on an annual basis. The composition and responsibilities of the Audit Committee shall comply with the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law. The Audit Committee shall meet at least once every financial quarter, or more frequently as circumstances dictate.

 

43.3If the Shares (or depositary receipts therefor) are listed or quoted on the Designated Stock Exchange, the Company shall conduct an appropriate review of all related party transactions on an ongoing basis and shall utilise the Audit Committee for the review and approval of potential conflicts of interest.

 

43.4The remuneration of the Auditor shall be fixed by the Audit Committee (if one exists).

 

43.5If the office of Auditor becomes vacant by resignation or death of the Auditor, or by his becoming incapable of acting by reason of illness or other disability at a time when his services are required, the Directors shall fill the vacancy and determine the remuneration of such Auditor.

 

34

 

 

43.6Every Auditor of the Company shall have a right of access at all times to the books and accounts and vouchers of the Company and shall be entitled to require from the Directors and Officers such information and explanation as may be necessary for the performance of the duties of the Auditor.

 

43.7Auditors shall, if so required by the Directors, make a report on the accounts of the Company during their tenure of office at the next annual general meeting following their appointment in the case of a company which is registered with the Registrar of Companies as an ordinary company, and at the next extraordinary general meeting following their appointment in the case of a company which is registered with the Registrar of Companies as an exempted company, and at any other time during their term of office, upon request of the Directors or any general meeting of the Members.

 

43.8Any payment made to members of the Audit Committee (if one exists) shall require the review and approval of the Directors, with any Director interested in such payment abstaining from such review and approval.

 

43.9The Audit Committee shall monitor compliance with the terms of the IPO and, if any non-compliance is identified, the Audit Committee shall be charged with the responsibility to take all action necessary to rectify such non-compliance or otherwise cause compliance with the terms of the IPO.

 

43.10At least one member of the Audit Committee shall be an “audit committee financial expert” as determined by the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law. The “audit committee financial expert” shall have such past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background which results in the individual’s financial sophistication.

 

44Notices

 

44.1Notices shall be in writing and may be given by the Company to any Member either personally or by sending it by courier, post, cable, telex, fax or e-mail to him or to his address as shown in the Register of Members (or where the notice is given by e-mail by sending it to the e-mail address provided by such Member). Notice may also be served by Electronic Communication in accordance with the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or by placing it on the Company’s Website.

 

44.2Where a notice is sent by:

 

(a)courier; service of the notice shall be deemed to be effected by delivery of the notice to a courier company, and shall be deemed to have been received on the third day (not including Saturdays or Sundays or public holidays) following the day on which the notice was delivered to the courier;

 

35

 

 

(b)post; service of the notice shall be deemed to be effected by properly addressing, pre paying and posting a letter containing the notice, and shall be deemed to have been received on the fifth day (not including Saturdays or Sundays or public holidays in the Cayman Islands) following the day on which the notice was posted;

 

(c)cable, telex or fax; service of the notice shall be deemed to be effected by properly addressing and sending such notice and shall be deemed to have been received on the same day that it was transmitted;

 

(d)e-mail or other Electronic Communication; service of the notice shall be deemed to be effected by transmitting the e-mail to the e-mail address provided by the intended recipient and shall be deemed to have been received on the same day that it was sent, and it shall not be necessary for the receipt of the e-mail to be acknowledged by the recipient; and

 

(e)placing it on the Company’s Website; service of the notice shall be deemed to have been effected one hour after the notice or document was placed on the Company’s Website.

 

44.3A notice may be given by the Company to the person or persons which the Company has been advised are entitled to a Share or Shares in consequence of the death or bankruptcy of a Member in the same manner as other notices which are required to be given under the Articles and shall be addressed to them by name, or by the title of representatives of the deceased, or trustee of the bankrupt, or by any like description at the address supplied for that purpose by the persons claiming to be so entitled, or at the option of the Company by giving the notice in any manner in which the same might have been given if the death or bankruptcy had not occurred.

 

44.4Notice of every general meeting shall be given in any manner authorised by the Articles to every holder of Shares carrying an entitlement to receive such notice on the record date for such meeting except that in the case of joint holders the notice shall be sufficient if given to the joint holder first named in the Register of Members and every person upon whom the ownership of a Share devolves by reason of his being a legal personal representative or a trustee in bankruptcy of a Member where the Member but for his death or bankruptcy would be entitled to receive notice of the meeting, and no other person shall be entitled to receive notices of general meetings.

 

45Winding Up

 

45.1If the Company shall be wound up, the liquidator shall apply the assets of the Company in satisfaction of creditors’ claims in such manner and order as such liquidator thinks fit. Subject to the rights attaching to any Shares, in a winding up:

 

(a)if the assets available for distribution amongst the Members shall be insufficient to repay the whole of the Company’s issued share capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Members in proportion to the par value of the Shares held by them; or

 

36

 

 

(b)if the assets available for distribution amongst the Members shall be more than sufficient to repay the whole of the Company’s issued share capital at the commencement of the winding up, the surplus shall be distributed amongst the Members in proportion to the par value of the Shares held by them at the commencement of the winding up subject to a deduction from those Shares in respect of which there are monies due, of all monies payable to the Company for unpaid calls or otherwise.

 

45.2If the Company shall be wound up the liquidator may, subject to the rights attaching to any Shares and with the approval of a Special Resolution of the Company and any other approval required by the Statute, divide amongst the Members in kind the whole or any part of the assets of the Company (whether such assets shall consist of property of the same kind or not) and may for that purpose value any assets and determine how the division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like approval, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the Members as the liquidator, with the like approval, shall think fit, but so that no Member shall be compelled to accept any asset upon which there is a liability.

 

46Indemnity and Insurance

 

46.1Every Director and Officer (which for the avoidance of doubt, shall not include auditors of the Company), together with every former Director and former Officer (each an “Indemnified Person”) shall be indemnified out of the assets of the Company against any liability, action, proceeding, claim, demand, costs, damages or expenses, including legal expenses, whatsoever which they or any of them may incur as a result of any act or failure to act in carrying out their functions other than such liability (if any) that they may incur by reason of their own actual fraud, wilful neglect or wilful default. No Indemnified Person shall be liable to the Company for any loss or damage incurred by the Company as a result (whether direct or indirect) of the carrying out of their functions unless that liability arises through the actual fraud, wilful neglect or wilful default of such Indemnified Person. No person shall be found to have committed actual fraud, wilful neglect or wilful default under this Article unless or until a court of competent jurisdiction shall have made a finding to that effect.

 

46.2The Company shall advance to each Indemnified Person reasonable attorneys’ fees and other costs and expenses incurred in connection with the defence of any action, suit, proceeding or investigation involving such Indemnified Person for which indemnity will or could be sought. In connection with any advance of any expenses hereunder, the Indemnified Person shall execute an undertaking to repay the advanced amount to the Company if it shall be determined by final judgment or other final adjudication that such Indemnified Person was not entitled to indemnification pursuant to this Article. If it shall be determined by a final judgment or other final adjudication that such Indemnified Person was not entitled to indemnification with respect to such judgment, costs or expenses, then such party shall not be indemnified with respect to such judgment, costs or expenses and any advancement shall be returned to the Company (without interest) by the Indemnified Person.

 

37

 

 

46.3The Directors, on behalf of the Company, may purchase and maintain insurance for the benefit of any Director or Officer against any liability which, by virtue of any rule of law, would otherwise attach to such person in respect of any negligence, default, breach of duty or breach of trust of which such person may be guilty in relation to the Company.

 

47Financial Year

 

Unless the Directors otherwise prescribe, the financial year of the Company shall end on 31st December in each year and, following the year of incorporation, shall begin on 1st January in each year.

 

48Transfer by Way of Continuation

 

If the Company is exempted as defined in the Statute, it shall, subject to the provisions of the Statute and with the approval of a Special Resolution, have the power to register by way of continuation as a body corporate under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.

 

49Mergers and Consolidations

 

The Company shall have the power to merge or consolidate with one or more other constituent companies (as defined in the Statute) upon such terms as the Directors may determine and (to the extent required by the Statute) with the approval of a Special Resolution.

 

50Business Combination

 

50.1Notwithstanding any other provision of the Articles, this Article shall apply during the period commencing upon the adoption of the Articles and terminating upon the first to occur of the consummation of a Business Combination and the full distribution of the Trust Account pursuant to this Article. In the event of a conflict between this Article and any other Articles, the provisions of this Article shall prevail.

 

50.2Prior to the consummation of a Business Combination, the Company shall either:

 

(a)submit such Business Combination to its Members for approval; or

 

(b)provide Members with the opportunity to have their Shares repurchased by means of a tender offer for a per-Share repurchase price payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of such Business Combination, including interest earned on the Trust Account (net of taxes paid or payable, if any), divided by the number of then issued Public Shares, provided that the Company shall not repurchase Public Shares in an amount that would cause the Company’s net tangible assets to be less than US$5,000,001 following such repurchases. Such obligation to repurchase Shares is subject to the completion of the proposed Business Combination to which it relates.

 

38

 

 

50.3If the Company initiates any tender offer in accordance with Rule 13e-4 and Regulation 14E of the Exchange Act in connection with a proposed Business Combination, it shall file tender offer documents with the Securities and Exchange Commission prior to completing such Business Combination which contain substantially the same financial and other information about such Business Combination and the redemption rights as is required under Regulation 14A of the Exchange Act. If, alternatively, the Company holds a general meeting to approve a proposed Business Combination, the Company will conduct any redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, and not pursuant to the tender offer rules, and file proxy materials with the Securities and Exchange Commission.

 

50.4At a general meeting called for the purposes of approving a Business Combination pursuant to this Article, in the event that such Business Combination is approved by Ordinary Resolution, the Company shall be authorised to consummate such Business Combination, provided that the Company shall not consummate such Business Combination unless the Company has net tangible assets of at least US$5,000,001 immediately prior to, or upon such consummation of, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to, such Business Combination.

 

50.5Any Member holding Public Shares who is not the Sponsor, a Founder, Officer or Director may, in connection with any vote on a Business Combination, elect to have their Public Shares redeemed for cash, in accordance with any applicable requirements provided for in the related proxy materials (the “IPO Redemption”), provided that no such Member acting together with any Affiliate of his or any other person with whom he is acting in concert or as a partnership, limited partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing of Shares may exercise this redemption right with respect to more than 15 per cent of the Public Shares in the aggregate without the prior consent of the Company and provided further that any beneficial holder of Public Shares on whose behalf a redemption right is being exercised must identify itself to the Company in connection with any redemption election in order to validly redeem such Public Shares. If so demanded, the Company shall pay any such redeeming Member, regardless of whether he is voting for or against such proposed Business Combination, a per-Share redemption price payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the Trust Account (such interest shall be net of taxes payable) and not previously released to the Company to pay its taxes, divided by the number of then issued Public Shares (such redemption price being referred to herein as the “Redemption Price”), but only in the event that the applicable proposed Business Combination is approved and consummated. The Company shall not redeem Public Shares that would cause the Company’s net tangible assets to be less than US$5,000,001 following such redemptions (the “Redemption Limitation”).

 

50.6A Member may not withdraw a Redemption Notice once submitted to the Company unless the Directors determine (in their sole discretion) to permit the withdrawal of such redemption request (which they may do in whole or in part).

 

39

 

 

50.7In the event that the Company does not consummate a Business Combination within 24 months from the consummation of the IPO, or such later time as the Members may approve in accordance with the Articles, the Company shall:

 

(a)cease all operations except for the purpose of winding up;

 

(b)as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by the number of then Public Shares in issue, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any); and

 

(c)as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the Directors, liquidate and dissolve,

 

subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of Applicable Law.

 

50.8In the event that any amendment is made to the Articles:

 

(a)to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or redeem 100 per cent of the Public Shares if the Company does not consummate a Business Combination within 24 months from the consummation of the IPO, or such later time as the Members may approve in accordance with the Articles; or

 

(b)with respect to any other provision relating to Members’ rights or pre-Business Combination activity,

 

each holder of Public Shares who is not the Sponsor, a Founder, Officer or Director shall be provided with the opportunity to redeem their Public Shares upon the approval or effectiveness of any such amendment at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding Public Shares. The Company’s ability to provide such redemption in this Article is subject to the Redemption Limitation.

 

50.9A holder of Public Shares shall be entitled to receive distributions from the Trust Account only in the event of an IPO Redemption, a repurchase of Shares by means of a tender offer pursuant to this Article, or a distribution of the Trust Account pursuant to this Article. In no other circumstance shall a holder of Public Shares have any right or interest of any kind in the Trust Account.

 

40

 

 

50.10After the issue of Public Shares, and prior to the consummation of a Business Combination, the Company shall not issue additional Shares or any other securities that would entitle the holders thereof to:

 

(a)receive funds from the Trust Account; or

 

(b)vote as a class with Public Shares on a Business Combination.

 

50.11The uninterested Independent Directors shall approve any transaction or transactions between the Company and any of the following parties:

 

(a)any Member owning an interest in the voting power of the Company that gives such Member a significant influence over the Company; and

 

(b)any Director or Officer and any Affiliate of such Director or Officer.

 

50.12A Director may vote in respect of a Business Combination in which such Director has a conflict of interest with respect to the evaluation of such Business Combination. Such Director must disclose such interest or conflict to the other Directors.

 

50.13As long as the securities of the Company are listed on the New York Stock Exchange, the Company must complete one or more Business Combinations having an aggregate fair market value of at least 80 per cent of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the Company’s signing a definitive agreement in connection with a Business Combination. A Business Combination must not be effectuated with another blank cheque company or a similar company with nominal operations.

 

50.14The Company may enter into a Business Combination with a target business that is Affiliated with the Sponsor, a Founder, a Director or an Officer. In the event the Company seeks to consummate a Business Combination with a target that is Affiliated with the Sponsor, a Founder, a Director or an Officer, the Company, or a committee of Independent Directors, will obtain an opinion from an independent investment banking firm or another valuation or appraisal firm that regularly renders fairness opinions on the type of target business the Company is seeking to acquire that is a member of the United States Financial Industry Regulatory Authority or an independent accounting firm that such a Business Combination is fair to the Company from a financial point of view.

 

51Certain Tax Filings

 

Each Tax Filing Authorised Person and any such other person, acting alone, as any Director shall designate from time to time, are authorised to file tax forms SS-4, W-8 BEN, W-8 IMY, W-9, 8832 and 2553 and such other similar tax forms as are customary to file with any US state or federal governmental authorities or foreign governmental authorities in connection with the formation, activities and/or elections of the Company and such other tax forms as may be approved from time to time by any Director or Officer. The Company further ratifies and approves any such filing made by any Tax Filing Authorised Person or such other person prior to the date of the Articles.

 

41

 

 

52Business Opportunities

 

52.1To the fullest extent permitted by Applicable Law, no individual serving as a Director or an Officer (“Management”) shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as the Company. To the fullest extent permitted by Applicable Law, the Company renounces any interest or expectancy of the Company in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for Management, on the one hand, and the Company, on the other. Except to the extent expressly assumed by contract, to the fullest extent permitted by Applicable Law, Management shall have no duty to communicate or offer any such corporate opportunity to the Company and shall not be liable to the Company or its Members for breach of any fiduciary duty as a Member, Director and/or Officer solely by reason of the fact that such party pursues or acquires such corporate opportunity for itself, himself or herself, directs such corporate opportunity to another person, or does not communicate information regarding such corporate opportunity to the Company.

 

52.2Except as provided elsewhere in this Article, the Company hereby renounces any interest or expectancy of the Company in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for both the Company and Management, about which a Director and/or Officer who is also a member of Management acquires knowledge.

 

52.3To the extent a court might hold that the conduct of any activity related to a corporate opportunity that is renounced in this Article to be a breach of duty to the Company or its Members, the Company hereby waives, to the fullest extent permitted by Applicable Law, any and all claims and causes of action that the Company may have for such activities. To the fullest extent permitted by Applicable Law, the provisions of this Article apply equally to activities conducted in the future and that have been conducted in the past.

 

42

 

EX-5.1 4 sdcledgeacq_ex5-1.htm EXHIBIT 5.1

 

Exhibit 5.1

 

Skadden, Arps, Slate, Meagher & Flom (UK) llp

 

  40 Bank Street AFFILIATE OFFICES
  Canary Wharf -----------
  London E14 5ds BOSTON
  ----------- CHICAGO
  TEL: (020) 7519-7000 HOUSTON
  FAX: (020) 7519-7070 LOS ANGELES
  www.skadden.com NEW YORK
    PALO ALTO
  March 31, 2021 WASHINGTON, D.C.
    WILMINGTON

SDCL EDGE Acquisition Corporation -----------
1120 Avenue of the Americas, 4th Floor BEIJING
New York, New York 10036 BRUSSELS
  FRANKFURT

  HONG KONG
  RE: SDCL EDGE Acquisition Corporation MOSCOW
    Registration Statement on Form S-1 MUNICH

PARIS
SÃO PAULO
SEOUL
SHANGHAI
SINGAPORE
TOKYO
TORONTO

 

Ladies and Gentlemen:  

 

We have acted as special United States counsel to SDCL EDGE Acquisition Corporation, a Cayman Islands exempted company (the “Company”), in connection with the initial public offering by the Company of (a) up to 28,750,000 units of the Company (the “Units”) (including up to 3,750,000 Units subject to an over-allotment option), each Unit consisting of one Class A ordinary share of the Company, par value $0.0001 per share (each, a “Class A Ordinary Share”), and one-third of one redeemable warrant of the Company (each whole warrant, a “Warrant”), each Warrant exercisable for the purchase of one Class A Ordinary Share, and (b) all Class A Ordinary Shares and all Warrants to be issued as part of the Units. The Units and the Class A Ordinary Shares and Warrants, in each case, included as part of the Units, are collectively referred to herein as the “Securities.”

 

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933 (the “Securities Act”).

 

In rendering the opinions stated herein, we have examined and relied upon the following:

 

(a) the registration statement on Form S-1 (File No. 333-254238) of the Company relating to the Securities filed on March 12, 2021, with the Securities and Exchange Commission (the “Commission”) under the Securities Act and Pre-Effective Amendment No. 1 thereto (such registration statement, as so amended, being hereinafter referred to as the “Registration Statement”);

 

 

SDCL EDGE Acquisition Corporation

March 31, 2021

Page 2

 

(b) the form of Underwriting Agreement (the “Underwriting Agreement”) proposed to be entered into by and between the Company and Goldman Sachs & Co. LLC and BofA Securities, Inc., as the representatives of the underwriters named therein (the “Underwriters”), relating to the sale by the Company to the Underwriters of the Units, filed as Exhibit 1.1 to the Registration Statement;

 

(c) the form of Unit certificate to be used to evidence the Units, filed as Exhibit 4.1 to the Registration Statement (the “Unit Certificate”);

 

(d) the form of Warrant certificate, filed as Exhibit 4.3 to the Registration Statement (the “Warrant Certificate”); and

 

(e) the form of Warrant Agreement proposed to be entered into by and between the Company and Continental Stock Transfer & Trust Company, a New York corporation (“CST”), as warrant agent (the “Warrant Agreement”), filed as Exhibit 4.4 to the Registration Statement.

 

We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinions stated below.

 

In our examination, we have assumed the genuineness of all signatures, including electronic signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photocopied copies, and the authenticity of the originals of such copies. As to any facts relevant to the opinions stated herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others and of public officials.

 

We do not express any opinion with respect to the laws of any jurisdiction other than the laws of the State of New York (the “Opined-on Law”).

 

As used herein, “Transaction Documents” means the Underwriting Agreement, the Unit Certificate, the Warrant Certificate and the Warrant Agreement.

 

Based upon the foregoing and subject to the qualifications and assumptions stated herein, we are of the opinion that:

 

1. When the Unit Certificate is delivered by the Company in accordance with the Underwriting Agreement upon payment of the agreed upon consideration therefor, the Unit Certificate will constitute the valid and binding obligations of the Company, enforceable against the Company in accordance with their terms under the laws of the State of New York.

 

 

SDCL EDGE Acquisition Corporation

March 31, 2021

Page 3

 

2. When the Unit Certificate is delivered by the Company in accordance with the Underwriting Agreement upon payment of the agreed upon consideration therefor, the Warrants included in the Units will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms under the laws of the State of New York.

 

The opinions stated herein are subject to the following qualifications:

 

(a) we do not express any opinion with respect to the effect on the opinions stated herein of any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, preference and other similar laws affecting creditors’ rights generally, and the opinions stated herein are limited by such laws or governmental orders and by general principles of equity (regardless of whether enforcement is sought in equity or at law);

 

(b) we do not express any opinion with respect to any law, rule or regulation that is applicable to any party to any of the Transaction Documents or the transactions contemplated thereby solely because such law, rule or regulation is part of a regulatory regime applicable to any such party or any of its affiliates as a result of the specific assets or business operations of such party or such affiliates;

 

(c) we do not express any opinion with respect to the enforceability of any provision contained in any Transaction Document relating to any indemnification, contribution, non-reliance, exculpation, release, limitation or exclusion of remedies, waiver or other provisions having similar effect that may be contrary to public policy or violative of federal or state securities laws, rules or regulations, or to the extent any such provision purports to, or has the effect of, waiving or altering any statute of limitations;

 

(d) we call to your attention that irrespective of the agreement of the parties to any Transaction Document, a court may decline to hear a case on grounds of forum non conveniens or other doctrine limiting the availability of such court as a forum for resolution of disputes; in addition, we call to your attention that we do not express any opinion with respect to the subject matter jurisdiction of the federal courts of the United States of America in any action arising out of or relating to any Transaction Document;

 

(e) we have assumed that the Warrant Agreement when executed and delivered will constitute the valid and binding obligation of CST, enforceable against CST in accordance with its terms; and

 

(f) to the extent that any opinion relates to the enforceability of the choice of New York law and choice of New York forum provisions contained in any of the Units or the Warrant Agreement, the opinions stated herein are subject to the qualification that such enforceability may be subject to, in each case, (i) the exceptions and limitations in New York General Obligations Law sections 5-1401 and 5-1402 and (ii) principles of comity and constitutionality.

 

 

SDCL EDGE Acquisition Corporation

March 31, 2021

Page 4

 

In addition, in rendering the foregoing opinions we have assumed that:

 

(a) the Company (i) is duly incorporated and is validly existing and in good standing, (ii) has requisite legal status and legal capacity under the laws of the jurisdiction of its organization and (iii) has complied and will comply with all aspects of the laws of the jurisdiction of its organization in connection with the transactions contemplated by, and the performance of its obligations under, the Transaction Documents;

 

(b) the Company has the corporate power and authority to execute, deliver and perform all its obligations under the Transaction Documents;

 

(c) each of the Transaction Documents has been duly authorized, executed and delivered by all requisite corporate action on part of the Company;

 

(d) neither the execution and delivery by the Company of the Transaction Documents nor the performance by the Company of its obligations thereunder, including the issuance and sale of the Securities, (i) conflicts or will conflict with the Amended and Restated Memorandum and Articles of Association of the Company, (ii) constitutes or will constitute a violation of, or a default under, any lease, indenture, instrument or other agreement to which the Company or its property is subject (except that we do not make this assumption with respect to those agreements or instruments expressed to be governed under the laws of the State of New York which are listed in Part II of the Registration Statement), (iii) contravenes or will contravene any order or decree of any governmental authority to which the Company or its property is subject, or (iv) violates or will violate any law, rule or regulation to which the Company or its property is subject (except that we do not make the assumption set forth in this clause (iv) with respect to the Opined-on Law); and

 

(e) neither the execution and delivery by the Company of the Transaction Documents nor the performance by the Company of its obligations thereunder, including the issuance and sale of the Securities, requires or will require the consent, approval, licensing or authorization of, or any filing, recording or registration with, any governmental authority under any law, rule or regulation of any jurisdiction.

 

We hereby consent to the reference to our firm under the heading “Legal Matters” in the prospectus forming part of the Registration Statement. We also hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the General Rules and Regulations under the Securities Act.

 

  Very truly yours,
   
  /s/ Skadden, Arps, Slate, Meagher & Flom (UK) LLP

 

LC

 

 

 

EX-5.2 5 sdcledgeacq_ex5-2.htm EXHIBIT 5.2

 

Exhibit 5.2 

 

 

Our ref          JDD/784238-000001/28477979v2

 

SDCL EDGE Acquisition Corporation

PO Box 309, Ugland House 

Grand Cayman

KY1-1104 

Cayman Islands

 

31 March 2021

 

SDCL EDGE Acquisition Corporation

 

We have acted as counsel as to Cayman Islands law to SDCL EDGE Acquisition Corporation (the “Company”) in connection with the Company’s registration statement on Form S-1, including all amendments or supplements thereto, filed with the United States Securities and Exchange Commission (the “Commission”) under the United States Securities Act of 1933, as amended (the “Act”) (including its exhibits, the “Registration Statement”) for the purposes of, registering with the Commission under the Act, the offering and sale to the public of:

 

(a)up to 28,750,000 units (including 3,750,000 units, which the several underwriters (“Underwriters”), for whom Goldman Sachs & Co. LLC and BofA Securities Inc. are acting as representatives (“Representatives”), will have a 45-day option to purchase from the Company to cover over-allotments, if any) (“Units”) at an offering price of US$10 per Unit, each Unit consisting of:

 

(i)one Class A ordinary share of a par value of US$0.0001 of the Company (“Class A Ordinary Shares”); and

 

(ii)one-third of one redeemable warrant, each whole warrant exercisable to purchase one Class A Ordinary Share at a price of US$11.50 per Class A Ordinary Share (“Warrants”);

 

(b)all Class A Ordinary Shares and Warrants issued as part of the Units.

 

This opinion letter is given in accordance with the terms of the Legal Matters section of the Registration Statement.

 

 

 

 

 

 

 

1Documents Reviewed

 

We have reviewed originals, copies, drafts or conformed copies of the following documents:

 

1.1The certificate of incorporation dated 16 February 2021 and the memorandum and articles of association of the Company as registered or adopted on 16 February 2021 (the “Memorandum and Articles”).

 

1.2The written resolutions of the board of directors of the Company dated 23 February 2021 and 31 March 2021 (the “Resolutions”) and the corporate records of the Company maintained at its registered office in the Cayman Islands.

 

1.3A certificate of good standing with respect to the Company issued by the Registrar of Companies (the “Certificate of Good Standing”).

 

1.4A certificate from a director of the Company a copy of which is attached to this opinion letter (the “Director’s Certificate”).

 

1.5The Registration Statement.

 

1.6A draft of the form of the unit certificate representing the Units (the “Unit Certificate”).

 

1.7A draft of the form of the warrant agreement and the warrant certificate constituting the Warrants (the “Warrant Documents”).

 

1.8A draft of the underwriting agreement between the Company and the Representatives.

 

The documents listed in paragraphs 1.6 to 1.8 inclusive above shall be referred to collectively herein as the “Documents”.

 

2Assumptions

 

The following opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws of the Cayman Islands which are in force on the date of this opinion letter. In giving the following opinions, we have relied (without further verification) upon the completeness and accuracy, as at the date of this opinion letter, of the Director’s Certificate and the Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:

 

2.1The Documents have been or will be authorised and duly executed and unconditionally delivered by or on behalf of all relevant parties in accordance with all relevant laws (other than, with respect to the Company, the laws of the Cayman Islands).

 

2.2The Documents are, or will be, legal, valid, binding and enforceable against all relevant parties in accordance with their terms under the laws of the State of New York (the “Relevant Law”) and all other relevant laws (other than, with respect to the Company, the laws of the Cayman Islands).

 

2.3The choice of the Relevant Law as the governing law of the Documents has been made in good faith and would be regarded as a valid and binding selection which will be upheld by the courts of the State of New York and any other relevant jurisdiction (other than the Cayman Islands) as a matter of the Relevant Law and all other relevant laws (other than the laws of the Cayman Islands).

 

2.4Copies of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals.

 

2

 

2.5All signatures, initials and seals are genuine.

 

2.6The capacity, power, authority and legal right of all parties under all relevant laws and regulations (other than, with respect to the Company, the laws and regulations of the Cayman Islands) to enter into, execute, unconditionally deliver and perform their respective obligations under the Documents.

 

2.7No invitation has been or will be made by or on behalf of the Company to the public in the Cayman Islands to subscribe for any of the Units, the Warrants or the Class A Ordinary Shares.

 

2.8There is no contractual or other prohibition or restriction (other than as arising under Cayman Islands law) binding on the Company prohibiting or restricting it from entering into and performing its obligations under the Documents.

 

2.9No monies paid to or for the account of any party under the Documents or any property received or disposed of by any party to the Documents in each case in connection with the Documents or the consummation of the transactions contemplated thereby represent or will represent proceeds of criminal conduct or criminal property or terrorist property (as defined in the Proceeds of Crime Act (As Revised) and the Terrorism Act (As Revised), respectively).

 

2.10There is nothing under any law (other than the laws of the Cayman Islands) which would or might affect the opinions set out below. Specifically, we have made no independent investigation of the Relevant Law.

 

2.11The Company will receive money or money’s worth in consideration for the issue of the Class A Ordinary Shares and none of the Class A Ordinary Shares were or will be issued for less than par value.

 

Save as aforesaid we have not been instructed to undertake and have not undertaken any further enquiry or due diligence in relation to the transaction the subject of this opinion letter.

 

3Opinions

 

Based upon, and subject to, the foregoing assumptions and the qualifications set out below, and having regard to such legal considerations as we deem relevant, we are of the opinion that:

 

3.1The Company has been duly incorporated as an exempted company with limited liability and is validly existing and in good standing with the Registrar of Companies under the laws of the Cayman Islands.

 

3.2The Class A Ordinary Shares to be offered and issued by the Company as contemplated by the Registration Statement (including the issuance of Class A Ordinary Shares upon the exercise of the Warrants in accordance with the Warrant Documents have been duly authorised for issue, and when issued by the Company against payment in full of the consideration as set out in the Registration Statement and in accordance with the terms set out in the Registration Statement (including the issuance of Class A Ordinary Shares upon the exercise of the Warrants in accordance with the Warrant Documents), such Class A Ordinary Shares will be validly issued, fully paid and non-assessable. As a matter of Cayman Islands law, a share is only issued when it has been entered in the register of members (shareholders).

 

3.3The execution, delivery and performance of the Unit Certificate and the Warrant Documents have been authorised by and on behalf of the Company and, once the Unit Certificate and the Warrant Documents have been executed and delivered by any director or officer of the Company, the Unit Certificate and the Warrant Documents will be duly executed and delivered on behalf of the Company and will constitute the legal, valid and binding obligations of the Company enforceable in accordance with their terms.

 

3

 

4Qualifications

 

The opinions expressed above are subject to the following qualifications:

 

4.1The term “enforceable” as used above means that the obligations assumed by the Company under the Documents are of a type which the courts of the Cayman Islands will enforce. It does not mean that those obligations will necessarily be enforced in all circumstances in accordance with their terms. In particular:

 

(a)enforcement may be limited by bankruptcy, insolvency, liquidation, reorganisation, readjustment of debts or moratorium or other laws of general application relating to or affecting the rights of creditors;

 

(b)enforcement may be limited by general principles of equity. For example, equitable remedies such as specific performance may not be available, inter alia, where damages are considered to be an adequate remedy;

 

(c)where obligations are to be performed in a jurisdiction outside the Cayman Islands, they may not be enforceable in the Cayman Islands to the extent that performance would be illegal under the laws of that jurisdiction; and

 

(d)some claims may become barred under relevant statutes of limitation or may be or become subject to defences of set off, counterclaim, estoppel and similar defences.

 

4.2To maintain the Company in good standing with the Registrar of Companies under the laws of the Cayman Islands, annual filing fees must be paid and returns made to the Registrar of Companies within the time frame prescribed by law.

 

4.3Under Cayman Islands law, the register of members (shareholders) is prima facie evidence of title to shares and this register would not record a third party interest in such shares. However, there are certain limited circumstances where an application may be made to a Cayman Islands court for a determination on whether the register of members reflects the correct legal position. Further, the Cayman Islands court has the power to order that the register of members maintained by a company should be rectified where it considers that the register of members does not reflect the correct legal position. As far as we are aware, such applications are rarely made in the Cayman Islands and for the purposes of the opinion given in paragraph 3.2, there are no circumstances or matters of fact known to us on the date of this opinion letter which would properly form the basis for an application for an order for rectification of the register of members of the Company, but if such an application were made in respect of the Class A Ordinary Shares, then the validity of such shares may be subject to re-examination by a Cayman Islands court.

 

4.4Except as specifically stated herein, we make no comment with respect to any representations and warranties which may be made by or with respect to the Company in any of the documents or instruments cited in this opinion letter or otherwise with respect to the commercial terms of the transactions the subject of this opinion letter.

 

4

 

4.5In this opinion letter, the phrase “non-assessable” means, with respect to shares in the Company, that a shareholder shall not, solely by virtue of its status as a shareholder, be liable for additional assessments or calls on the shares by the Company or its creditors (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).

 

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the references to our firm under the headings “Legal Matters”, “Risk Factors”, “Shareholders’ Suits” and “Enforcement of Civil Liabilities” in the prospectus included in the Registration Statement. In providing our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission thereunder.

 

This opinion letter is addressed to you and may be relied upon by you, your counsel and purchasers of Units pursuant to the Registration Statement. This opinion letter is limited to the matters detailed herein and is not to be read as an opinion with respect to any other matter.

 

Yours faithfully

 

/Maples and Calder/                          

 

Maples and Calder

 

5

 

SDCL EDGE Acquisition Corporation

PO Box 309, Ugland House 

Grand Cayman

KY1-1104

Cayman Islands

 

31 March 2021

 

To:

Maples and Calder

11th Floor

200 Aldersgate Street

London

EC1A 4HD

 

SDCL EDGE Acquisition Corporation (the “Company”)

 

I, the undersigned, being a director of the Company, am aware that you are being asked to provide an opinion letter (the “Opinion”) in relation to certain aspects of Cayman Islands law. Unless otherwise defined herein, capitalised terms used in this certificate have the respective meanings given to them in the Opinion. I hereby certify that:

 

1The Memorandum and Articles remain in full force and effect and are unamended.

 

2The Company has not entered into any mortgages or charges over its property or assets other than those entered in the register of mortgages and charges of the Company.

 

3The Resolutions were duly passed in the manner prescribed in the Memorandum and Articles (including, without limitation, with respect to the disclosure of interests (if any) by directors of the Company) and have not been amended, varied or revoked in any respect.

 

4The authorised share capital of the Company is US$55,500 divided into 500,000,000 Class A ordinary shares of a par value of US$0.0001 each, 50,000,000 Class B ordinary shares of a par value of US$0.0001 each and 5,000,000 preference shares of a par value of US$0.0001 each. The issued share capital of the Company is 7,187,500 Class B ordinary shares, which have been duly authorised and are validly issued as fully-paid and non-assessable.

 

5The shareholders of the Company (the “Shareholders”) have not restricted the powers of the directors of the Company in any way.

 

6The directors of the Company at the date of the Resolutions and at the date of this certificate were and are as follows: Jonathan Maxwell and Lolita Jackson.

 

7The minute book and corporate records of the Company as maintained at its registered office in the Cayman Islands and made available to you are complete and accurate in all material respects, and all minutes and resolutions filed therein represent a complete and accurate record of all meetings of the Shareholders and directors (or any committee thereof) of the Company (duly convened in accordance with the Memorandum and Articles) and all resolutions passed at the meetings or passed by written resolution or consent, as the case may be.

 

8Prior to, at the time of, and immediately following the approval of the transactions contemplated by the Registration Statement, the Company was, or will be, able to pay its debts as they fell, or fall, due and has entered, or will enter, into the transactions contemplated by the Registration Statement for proper value and not with an intention to defraud or wilfully defeat an obligation owed to any creditor or with a view to giving a creditor a preference.

 

 

 

9To the best of my knowledge and belief, having made due inquiry, each director of the Company considers the transactions contemplated by the Registration Statement to be of commercial benefit to the Company and has acted in good faith in the best interests of the Company, and for a proper purpose of the Company, in relation to the transactions which are the subject of the Opinion.

 

10To the best of my knowledge and belief, having made due inquiry, the Company is not the subject of legal, arbitral, administrative or other proceedings in any jurisdiction. Nor have the directors or Shareholders taken any steps to have the Company struck off or placed in liquidation, nor have any steps been taken to wind up the Company. Nor has any receiver been appointed over any of the Company’s property or assets.

 

11To the best of my knowledge and belief, having made due inquiry, there are no circumstances or matters of fact existing which may properly form the basis for an application for an order for rectification of the register of members of the Company.

 

12The Registration Statement has been, or will be, authorised and duly executed and delivered by or on behalf of all relevant parties in accordance with all relevant laws.

 

13No invitation has been made or will be made by or on behalf of the Company to the public in the Cayman Islands to subscribe for any of the Class A Ordinary Shares.

 

14The Class A Ordinary Shares to be issued pursuant to the Registration Statement have been, or will be, duly registered, and will continue to be registered, in the Company’s register of members (shareholders).

 

15The Company is not a central bank, monetary authority or other sovereign entity of any state and is not a subsidiary, direct or indirect, of any sovereign entity or state.

 

16There is no contractual or other prohibition or restriction (other than as arising under Cayman Islands law) binding on the Company prohibiting or restricting it from entering into and performing its obligations under the Documents.

 

(Signature Page follows)

 

2

 

I confirm that you may continue to rely on this certificate as being true and correct on the day that you issue the Opinion unless I shall have previously notified you in writing personally to the contrary.

 

Signature: /s/ Jonathan Maxwell                          

Name: Jonathan Maxwell

Title: Director

 

3

 

GRAPHIC 6 ex5-2_001.jpg GRAPHIC begin 644 ex5-2_001.jpg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

"[G4KN>24WVJ^#KJRN_!UY> 0S3Z/:^%KFZCGOKF]O[W_-; MQDR/+N$/%#..'IB*$. M>5J%>--2]FJ48_ZT\%^%5;C+Z(G"7TC^'<5B

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end GRAPHIC 7 ex5-2_002.jpg GRAPHIC begin 644 ex5-2_002.jpg M_]C_X 02D9)1@ ! 0$ 8 !@ #_VP!# $! 0$! 0$! 0$! 0$! 0$! 0$! M 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0'_ MVP!# 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! M 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0'_P 1" _ 9H# 2( A$! Q$!_\0 M'P 04! 0$! 0$ $" P0%!@<("0H+_\0 M1 @$# P($ P4% M! 0 %] 0(# 01!1(A,4$&$U%A!R)Q%#*!D:$((T*QP152T? D,V)R@@D* M%A<8&1HE)B7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7& MQ\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0 'P$ P$! 0$! M 0$! 0 $" P0%!@<("0H+_\0 M1$ @$"! 0#! <%! 0 0)W $" M Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O 58G+1"A8D-.$E\1<8&1HF M)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$ MA8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4 MU=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H # ,! (1 Q$ /P#],?A5^W%^ MT5^SCXW_ &Y_"EYXAU[XL>(?VK?VIOVEOAU_P3XT;Q-K6IZQ_P (G^TQ\/OC M]I7P-U;X6BYU:+Q)#8^#8/#OQ6^&OQIL-.GBT3P_I/A+X:_$J+2=/U6;[<-- M[7]E7]I_]H;X6?L,?L:_!SPI^TEX6U#XP>-?BG_P4&\/ZQ\2/B]\#_VG?VSO MCAXX\-_LY_M1?$[PIH^I^#O@O\'=0N=>O-!O8X=/TWQ;XJ^('Q.T32/AKH$N MCV7AN'QG>>7IL'[_ /P]_9>^ _PO-R_A7X<:(;FX^-GQ$_:*M=0\3&Z\::EH M/QE^*S:F/'?C?PGJWBZXUK4/"&H:U;:[J]@;?PUL? OC;PW;_!7Q)\:/$_P^U3P7\;_C;X(\7::?VB M/'&K?$;XV>&]5\9^%/B!HWBOQ)X'^(?B[5]1O]9\%ZWJ^H>'8+>1-+TS3K#3 M8([:OTNIQ=POBZ=>EBLEE0^LXS+L=B,1'+LJKQQ$\IR7%93@X+#J-!8;#2Q^-EBLSK1G5Y*,?B:>0YM04*E',%.=.ABJ%*C4Q>+481QN91Q]>] M3EDZM5OVM.A5E3Y\-A8T\+0G2C"4I?FO\(O^"BO[/],TGX@^$_CMK?PHU'1/#UMI/CCP;=GPW MXN;2;&*)-8N)[GP+9:K?ZS,_BV\TJUT;4/(O"_\ P43\1Z]\4?#/_!037/!S MV\^A?\$"OVDOV@]:^#NF>)]9D\%:G\0/AA^TOX0BNK6SN)8YTL-,UG6?#MS: MV?B6]T^]U/P]X7U-_M5]=6]I>3W/W!J?_!&CX ZE\;_!EV+?5-$_9:^'?[&% MY^R]X+^%_A+XI_&SP=\5-"UG5/C3JGQ+U;6H_BYX:\;Z5XNO/!NL>&_$7B3P MAKGA[4/$MXFN6>LW&FZM;7.CB&WA^[='_86_95\/:MH>JZ/\(=!LHO#O[+VM M?L8:7X<6_P#$$O@A?V:O$6KZ=KNN?#6\\#W&L2^&-6@U?4-)LVU3Q#JNFW?B MJ_@:\M[C67@U.]BN-L5Q!P%AD_J&4\U/%X&K1G2P^!5"M2P^+J5YXG!XK'U< MQK3Q%>M1I8"E-PHI97*@IT*V*>(JM1A\KXDJRYL5C7&='$T*G-4Q#G"K/#>R M4:]'#T\/RT:5.<\4X)S;QT:B5:C25*G%_E=\-_VZ?^"E]_X ^,]Q%^S7<_'C MQ4G[*UC^T/\ !_Q5I/[+_P ;/V<_"6D_%.Z\7^%- \3?LZP^'OBAXKUB]_: M7PMX/\6-\3_ ?C3P-XE\%ZQ\6M-\*:_X5M_"V@ZOJ%A*GU_^P?\ MB>(?C-X M-_:*;XI?%OX8>.-<^ ][I=]JUS)\#_C-^QYX_P# VBZMX&F\576F_'CX'?&6 MY\77/@E=&O\ 3]872_'O@OQUXY\*^*?#]M=7(BTS6-$OM/F[;PQ_P2O_ &(_ M#'@_XB^!O^%8>)?%.B?$_P"&^C?!C6I?B/\ &7XT_$GQ!X=^#OA;6;?Q'X0^ M%GPT\5^.O'^O>)/A/X!\%^(K*P\1^$/#GP\U3PW::!KVF:5J]CLOM)T^>W]L M^#7[&OP&^!FC?%'2?"GAOQ%XFF^-<=M!\7?$OQ?^(7Q!^-_CCXCZ5I_AN3PA MIOA_Q9XW^*_B;Q=XEU'POI7AF:XT;2/#)U!-#TVUOM0>UL8YM3OYKGQ,US;A M'$8;,:>"RU87$3QF"J8.MA)-;^"WQ5T3QW_ ,$]_P!JS]M'X-^+ M? W[-W[2OP4\%>"?$_P#TKP[JF@>%O#_ (A^/3Z*W[5?PF\0V/BS2M2B^*W@ M_2_ !NI(HXVT72[+6=.N;K4U#_@J/^V'\ K3PEXZ_:*\+_L_>/O"7QW_ ."; M?Q5_;D^%7A3X5:3XU\&:Q\.O&'PC\(?#[Q+)\._&_B7Q#XB\0P^-=#\567CV MUN=0\1Z1H_A:ZTG48+C3=-TFXLK!+W5_T:\&?\$H/V(_ D$UKH?P^\?7$)^! M_P 3OV:=/@\3_'_X]^,XO#7P!^,%AI^G^,?A#X.C\5_$C5X_!W@N"RTR&/PE MI?AN/31X(FN-0O/"TNEWFHWLTWKVJ?L'_LL:]>_"6[U[X9)KJ_ _]G_QI^RY M\.M/UKQ;XRU+1+/X&?$+PUX>\(>,/ WB#1+C7FTOQBFL^'?"^B:=-K?BRVUC MQ#"L$T]KJL-S=W4TWI5\_P" '4G3I<.>VPU2,XUI3R^A0K2Y,/7CA98:5',E M#!\]=8>.+G3I3522Q#]^-?\ ?<]+*^)%&'-FBIU(*2IVKU:L'4G6A*4ZR^KW MK?N'6E34Y*$9*A*$8N-.$/S$_9R\3_M5Z[_P4]_9?N/VG/&_PK\3:QXS_P"" M9GQ=^)&E6_P0T3QOX)\(6MMXN^,/P9U,>'_$'A+Q/XU\:6>K:OX+-XNC:%\0 M+2\TYO%6E3W4DGA[0;BUNQJ/"6/PXOOVXOB]_P %7_'GQB_:R^-/[/NL?LH? M&^;X*_LY^*? 'QE\??#+X>_LH>$O /PJ\.>+&^+VK^ O"_CSP/X1^)$WB[6] M0U/Q7XXN/B^=8T^ZTRVN]+T#4_#^FP6$VG?J7^SW_P $X?V2_P!E[Q_H'Q1^ M$7@SQKI_CWPO\-=6^#N@>)O&?QJ^-'Q0O-.^%^K:MHVMCP):P_$KQ[XILXO# MFC77A[2H?"NG16L<'A2PAN[+0180ZGJ7VO)^._\ P3"_8T_:2^)?B3XK?%7X M<^*;GQ/\0=.\,:/\7[+PA\7/B[\-O!_QTTCP1#:VO@O3/CGX%\ >-?#GA/XL MVGA.WLK2VT-?&6E:C-:6%K;Z>9)M/@BMHX?%.1RSBMB,%+%97A'D^7Y?A<=@ MLBRV-;!RP6?8G-,1"AE.+KXO#JECLNK4LMG.OB)QK3I3>,57+L3C:%11R7,E M@:=/$*AC*SS'%8JMAL3F>(=.O#$9?0P=*=;&4,+0J^TH8F$L;&G3IPY8U/F37.C2:SX*_A]\'](O?V.?!?Q#\3>*1X*L?$/AN?Q!+#I_AR_BT3P?IWB+PS M!K.O:I"\VH&YEB2Z_3_XP_\ !+#]B7X[>)/B3XE^(/PO\3A_C)HOPZT;XJ^& MO _QD^,_PR^'WCL?!^PT/2_A3J_B3X;_ ]\>^&_!%_XA^'>C^'=)T/P9KTN MA?VKH.D6%M9V5Q&(8'C['XE_\$[?V2OBU9_%JT\;?#C5KJY^-7QB\'_M >,M M>TCXE_$SPSXJT_XS> /#>B^$?!_Q!^'WBOP]XMTS7_A=KVC^'-%L-*CE^'M_ MX=@N+9K[[=%'PZKY7G]:M4G'%TE&G5G4PL7B\1S M.-2%?#5$JDL-4G2J5L-.CAX*/V@/C9_P %7_!?[,MIXE\/^#/B?\6OA[\/Y=1_9KT#Q9X@^(/@/X&Z M3XB?XA>+3_PCG@R[U'0_@GI7C&SN5\3ZY-IMWXPU*WT>\U;4_H:]_;S_ ."A M5YH/[,WPSMOAY\/_ (:?&SXP_ML?$S]E:T^)'QR^ GQ8^''@[XB_#+0_@1XB M^*O@O]HG1/@=X@\967C[P->32V6-7^&U[XSURWNM<\.:CXG:; MI>@_%CPE\2[GQWK:OJEW>W^MZO/>] M1X(_X)\_LI^ (_A ?#G@#6QJ7P1^,GB[]H?P=XCUSXE_$WQ/XOU'XV^//"FJ M>"?&7Q)^(WBWQ%XMU+7_ (I>)/$/AG5[K3+JX^(-_P"(;>.%-.-K;0MI&E_8 MZQG$_!>(K+%/(88K$*4E-XG+:2C5=#)J6"P%3DHYG[&E@Z6(H4E5RR9N5E%)**5[**TBDDM$C[6*M%+5 MV25VW)NR23K84444#"BBB@ HHHH **** "BBB@ HHHH *** M* "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH M _//Q;\;?VGM+L_VO['2]%^ D/B7X)^'?#OC3X>C4)OB3J7A_2_"6L^#_&GB M&>X\:W-O)I.I?$;Q$9O"%M=1:-H%K\)M.M5UV;1W\1WTFA)KVO\ *>,/VR?B M?8:1\<3IOPGUBR;X4:/^R_K>D^,;>U\(:YH7C"7XS:UX!C\2^'](\/Q_$J7Q MA-J]YIOB+6;/P?'J7AS0M/MI=,NY-7U-9WT9-6^O=9^ VC:S?_'N_FU[6H)? MC_X%T7P%KR0KIQC\.6&B>%_%'A:#4- W61=[Z>V\47-W.NIM=VPN;:V2*)83 M*K^:ZK^R)I6JW7C../XA>*[+P]X\\.? G2M=T$:=X;F,>M_ 'Q'HNL^&/$NE MZH^G"[M7UK3=$BT'Q+HMP+W39HYAJ.E#2[Q)1O\&OVF_&> ME_#?Q3\//B?^SOX&\;:[=_#SXMVWA2\N9-1TSX:W/Q \&:Q+<_"[XA>+O#FN M^"O$\4<4*SZ'XXAU!+C3];T;4?["UK2KF*U\G\!_M#>/=6L? NJW/[07[+/Q MJT_Q+\5?AOX/UZ3X%^"=8\.P^#]'\1>%_&WB#Q#%XDN]4_:!^,$/VR];1-/? M1;H#0FTZVTW6/M46JBX3^S/I+Q?^S[HGC2R_:+L[OQ#KM@G[27P_A^'WB-K1 M-,:3PSI\/@KQ!X'&I>'1^+=!\76OEK9R/KL^B:)K.A'3]7,\$H6RU"VUFXDO'LQ M!'[SQ;XA^'?Q=\$^$KKX/^)? MCG\//$?B;1O ]S:_&+X<^&K[PM9&^^'MCX1\?>*->A\0^(6\>> 9?"O@?Q_I M'@/QIKJ^,M'MK?0%U"#6[+2'ZQ^VGH?AYY- \0? ?X\:3\41XS^&G@V'X+R6 MOP:O?'MU%\8+'QG/\/?&-MJVD_&?4OAO:;INFVG]I-CVO[#&@W'AG_A!O&7Q7^(?C#P5X=^"_B/X _";1A8^"M!OO MA=X#U[4?!&HVFKVFL:5X9^T^*OB'X5D^&OP]M/"_BWQ)'<6UI8>%HVU/0=6U M36_$^J:WU>G_ +)8N_%NG?$?X@?%;Q5X^^)5IXX^%GBBX\52:#X1\-6=SX>^ M#=A\1X/!'@*#P[H6E0Z?9:'%JWQ:^(7BO5M4\RX\1:CXB\3WZIJ5IX>M=#T# M2!I:;;]ON_K[K ?6T4IGMK6:6VEL)+B*&62UN&M3<6DDD:N;:>2TGO+-Y[,+35/A=?6OC#PYX5^"%AX_^).K^*;^R\5:)\0=6UZX\/ZIK%K\./A]> M3:QX;\6ZIX(TSQ%I/A/7H;+]%WBW+&./D.=O(#<8Q_L_+G) SR>#D@_$EA^Q MQJLJ?&+2_&?QR\6>-_#7QTF\5W'C^"[\%^ =)\875QK5K<6/A!]*\=Z=HXU+ M2HOA)9G2[7X9V,%BVGZ''H5C-2^:796#A_$?QW_: M'\!>.(O@)XEU#X,>)?BWX[UCX-67PM^(FA?#[QKX?^'6EV?CU/BM<^/W\<_# MJ_\ BSK_ (DO[CP5I?P2\:WGAA-!^(^FCQ==>)/".AZH?#\>F^(/$C_1?PB^ M(OBF_P!,^+.E?&/4/!MIXD^"/C[5?"?B[QGX;@NO"O@#7?#LW@GPC\5?#_C. MWTOQ+X@\07_A.*V\ ^.]%L?&%CJGB;5+33_%.A>([O3]3F\/R:7*?.;K]DC5 M?$,FJ^,/&OQL\5>)?C0NH_#'4?!/Q5A\(^"M!;X>O\(9_%%QX9@T/P=8Z;)H MEW;>*E\>_$"S^*HO9C+XQTSQMK.E:+)X.TVR\,6OA[K9?V8K/5_A#\5?AAXM M^('B?Q'JOQVUN_UOXP^/4M-&TC5O%2:U;>'/#FL^'=/T>QM3I/A[PJ_PR\,: M3\*M+TVT6YU"S\'VL=WJ6L:YXLN-1\1Z@,Y)[C^R[3XX> ?&NL>'[1O#,6DZ?6Y=_MK17_C[X-7-AX)\ M;>"?@1XQ_P"%YZ_J_P 6O'>@^%'\*^-O WPE^'_B;Q*?$W@R;PQX]UWQCX>M M!?:-%KVG)X\\$^&M0\6^%/M.H:#87$,-Q);>K^*?V-_A?K'B@^)?"4,/PM74 M;[X&:EXKT/X>Z!X6T71O%^H?L[?'WPC\?OAC?:U;1:*H^UZ1J^A>*O"-Q=6W MEW%YX6^(&L)(RZAI&@76G\;I/[#.A6\WA#1/$'Q6\?\ BSX4?#C2OBIX9\ ? M"F_MO#&G:7IG@_XO^%-?\(:_X=USQ/I.CVOBGQ$/#>A^(+C1/ >J_P!H:9J. MB:##'9ZO-XCU:6YU^5JVNGSOU_X?OZA_7]?U^)!HO[?OPWU?1M1NH?AC\64\ M06MQ\%5TGP''*I8[?Q5I' MC3Q'X5\5^%;22"\U?P[##=6GG]K9_MA^#9/&GB[PCJ'PT^*NBV/PYA8?%#QG M>6_PUU'P[\--1MOA?;_%>_T[QAI'AKXE:]\0K6PT_0+F+2CXZTWP+J?POU3Q M*\&D>'_'6L+>6%U=8_@?]C/3/".A0:%??$/4=:@TWQ;\$_$NE7&F_#WX4>!; MDP_ KQI:>-= B\02^"O!VD3>)-=\5WMI#9>-M=NY8+.XM+:U?POX=\*W1OY] M0G^)O[(VG?$CXA77C_Q3XPNO$UA:_P#"07FA>#-0\/\ A#1;N.;7_A_XB^'U MYX$O_BQH/AI?B)_PI[4+'Q-K.I7WA!I+_4(]B[$FD?MCVU_A^(FN>!K+P'X=$WB?XAZAX3 MT&"6_7ES^V=-XCUWX$Z?X"^#WC_6$^(O[27BS]G[XE6-WJOPB.J?#"^\,?"; MQA\2;B_GU'3?C)/X5UQ)--T;1/&8NO!NL>.(IO %MXJLH;&O!FM>'># M/V2?C!\5[G7H?CEXA^)GAG3])^&GPR^'OA>3QKXJ^#/C_4;SQ#\+?BKH?Q5L M+V'1?ASX.T7P=XP^%6IW_A?1]%\33_$S3M(\<_%K1;K5++7? _PR%AIDL_T+ MX)_8LT[P''X1NM$^)>NVOB#PQ^TW>_M-O?Z?X-^'6A:#J&L>(?A)JGP4\7?# MZ'PAH7ANPTG1O!&I^!]=UC^R+C3Y/^$NTC7FTS6+_P 2:^]IJ,.M%EW_ Z M+X3_ +8_PU^,/CZV^'FA:)XLTIM:L?'.J>!?%>NWOPWE\/\ Q%T_X>:[IVB^ M(+[P[IGASXA>(_B!HD,\>J6GB#P]%\1/ W@:Z\1>&&EUC2;>[M[:Y6+ROPO^ MT?\ %W6?C!K?@_4=<^"^EZII7Q*^*6@P_LQ>*_"WC3X:_'_Q;\+_ 3+XQ@\ M+_$3X0>/?&WC:'P7\9-0\7:?H.@>+_LV@>!]+^'%GH/B>30]:^)_A76/"^I7 M^H^N?!3]D_0_@=XOO-=\-^*6O?#4&G^*=+\*^%)O ?PVTV]T73_%?B*U\1/: M:Q\0-'\+6?CKQA!X62V/AOP:-6UB$P>&[B4>+V\:^(HK/Q%;#_LQZ]JWB[PS M>>,OC?XY\;_#OP'\5[GXS^!_ GB'2?#-SKND>+C=ZW?:+HFI?$]["3Q3K'@/ MP;<^(-03PII$<&E^)UTNVTCP]XE\9^)O#=MJ6D:L (?&&MZJGQ?U$P>%KN] M^)FC77A;3-.EU_Q]?Z1;7XU+PEIFKVRZ;+S^C_\ !1CX(ZIX4U?QC=:#XYT3 M2$\%:#\0/!$E_>?";4Y_BEX9\4>,?"/@3P[-X7C\)_%;Q'%X5O\ 5/$_Q&^& M^G1Z1\9)_A7J=HOCS1KS4;6RM=.\52^'?9/A#^S=:_">+X5PCQUK_BV+X/\ MPQ\9_![PD=8TW0=.FN/ ?B?6_ASJ>F6^O2:+86<=_KGANP^&ND:1#K-I!IJZ MLE[J%_J5@;UXG3Q70/\ @GUX%T?X:ZY\(KOQIJ5[X&D\-^ O"G@RUT[X=_!K MP]JOAFT^%_BWP]XW\ Z]XBU33O #GXF^*= USPEX8C:?QK:WGA;5M-T M$;J^UKQ%JVL "K^W"WB'QI\%_#7@/X->/-K_&C1;[^V-$^.%[X+\11Z]X;?1/&%O=^#-?\ &UI#X3TOQEHFJQZ/ M\4=-T;P7JGW3KE]+9:#K&I01QM/8Z7J5Y!'.KO \MG;33PB9%>&1HG>%-ZH\ M4FQB%>-CO7Y7T?\ 92;2;3X:7,?Q%NK7Q7\-/C'?_=4\._#SX=^$_""O%.LM!?3:MJ'BVU\6W"Z]+XBO-.4^'S] M87^G)J.E7^ERL8HM0LKVRE:+&Z..^BEA=X\C&]$E8KD8+ ;CCF@#YC\,?M&W M47[/'[/'Q2\0>#->\9>/OCGX2^%D^D_#SX66FDC4-<\;>.OA['X^UK3_ ]_ MPGOB_0="T70=#TBP\3Z[/?>,?'-E;V&A:)+%)JVH:K)9VU_C2?MC:=<2^%=' M\,? 7X]^-?'/B;1_C)JEY\//#UG\'[;Q-X0O/@3XQ\)>!?'V@>*;_P 4?&3P MWX)35XM<\::+_8$OA_Q?X@T+Q-82&^T;6[J&ZTO^T,7PS^R3X]\-^!OAIX)' M[27BR_C^"%EX,C^#FK2?#KX=6EYX7U#P5X5O? ,%SKT-GIL5OXQT_P 0^!-6 MUOPOXFTJ[333+;ZQ<:KH-_X>UVSTK4K'U#X9_LXZ9\-_%'ASQH?&7B;Q9XHT MK0_C)8:_JNNPZ!;'Q=KOQQ^(/@7XB^+/$NH6NB:/IEKITFF:EX$TW0_"VD:9 M%#8:5X7:+3;@ZA<6-O?L ?//Q@_;MMH?@I\0_&WP,^'WQ&\:WNB?L[Z#\98_ M'D'AWP;=>!_AG<_$WP/J'C#X76WQ.T#6_B+X8\=W$ITU-+\1^,].\%^&?%/_ M B/A;4;76O$5WIMC.LU>VW7[5OA+3_'5]X3C\ ?%"_\(Z7\4=,^"VH_&6RL MO [_ OT_P"*VM1:='8>")4N/'EM\1R_]NZUH?@V3Q);_#N;P/;^,M5MO#LW MBE;VWU-;'R2[_8&TR+X?ZA\+O"GQK^(W@WP5XO\ @3\/_@7\4;#3-*\$WM[X M]LOAEX";X=^'?&)U+5- NI?#GB36/#"V&A>-X-+271?$?A_2-+TVST_0;J.Z MU2[]+U']E"SO?&VHZM#\2?&%A\-=8^+NC_'[5OA):V'AAM+O/B[H4NCW^GZE M'XJGTF3Q);^#W\3>']%\?7WA!97GN/'ED+Z+Q!!X8N+OPG.] )?@E^UOX=^. M=]X#L+/X4_%_X=6WQ9^"K?'OX7ZS\1[/X'Y/BCX$.HZ5XPTKPU+=PZ]'*/B_ M\![3PI\)O%_QSL;CX*Z/\'_B')\;-6\'_!_1]=U99K;XC77QS3P4NOZCINCO MKTTQ^&4=@]DRV4-G%<.M[%]3_#K]G'0/AQ/^S[<:=XDU[4F_9Y_9U\0?LWZ MNI)I*+XA\.>(6^!LD_B37_L>GP%/$,#_ *T)8(]+:QTC;K^MF33Y#'IWV7% MT']G3Q)HFM>.[2;XN:GKGPF^(OBSXC>)_%'PBU?P/X,ETV^A^)S:E<>(O#Q\ M66]I;>)1HYO=4NIH&\X7QA(M);EX2#_#^O>,-1\3_ !-D^('A*YL+O4-" MU_Q+HG@+PMX@M-=M+'5;'PP^AZ]'OV:_AWXWL?"W@3QW M\>?$GC;XD66K>&?#>D>+--\+ZGX&^ /BSQ]JGQ@U3PIX8F\3ZUXI3Q!K?PU^ M'5YX3^'-KJ'B6_TN/XU^/_A^OB"Y?P[=7ULWTC\*?@#XP^'>J^$FU[X\_$'X M@>%/AKX:N/!_P\\(:E::%X&?V0/AII6L^'-3\5QI\3K7P9HOQ)TKPA MHGC_ $#POK6B:!=?%OXI7OQ1\=:[9V&_#5O=O\UAX?\,0Q6Y6 MYUC6IKP ])^(OQET#P+\,H/B!H=L?'K>)O\ A'+#X7Z#X;O8I)_B7XD\=SVM MMX%T70;^&&\A%CK?$O0_VF+7XA:[X2\/>.[#PZ?&?P-^(_ASP3H9\ V&K M:]XAUK2O#NN6EYK.IW=OXF.JZC=)#I[Q76CM'-8S>]VG[(OPHG^%'PR^$'BR MUU[QAX<^#=]?W/PUO9?%7B?PAXA\+VDEKXAT#1=-L-<\ ZQX8U**W\/^ ?$= MW\/;0FX;[;X:1X=26X>\N_-R_@I^QYX"^ \OPY;P9KWC"6V^&L7QS33[;7M; MN=>_M=_CKXK\+>*M:DU*[UE]1U"W7P_)X1TS3]%MM.O+>UN(GN]1U>&]U>[N M+Z0 \*T3]I3XZ?&KXD>'? _P0\5? SPUHNL:K^UA./%OC;X5?$/X@PZEX>^ M'C/X!^$/"D&GZ9H?QK^%,_B)\,O&UAHMU=WGA\>,?A7XVU[P!X@ MU+PQ)+G3--T?2Y-;\3>)]:U76;^/2-(TG1[22\- MEH^EZ;I=M:6-N ?'7QE_:.\?^%?VF]3^"VC_ !A_9[^$N@:7\+O@[XTL(?BI M\)/B/\1?%OC/6_B/XW^,'AC6;+1M4\(_&SX::5I6GZ9:?#S0(+&.\T'5+K^T MM8N+JXN9[=8+:'U?PW^UOX>UWQK8^%9_A/\ &3P[X:U?XN?$OX%Z1\6/$.F_ M#V#X=ZE\2OA9<^-K35M*CBTOXEZS\1K/1];7X>>*;KPUXKU/P!8^%+HVMII> MIZUI7B+4;+2+KH_%/P*\;7OQ@USXN^ _C;KWP[NO%/@7X<^ O$WAR#P7X*\5 MZ1J=C\-?$/Q'U_1]1MKGQ#82ZKINH7K?$W6]/U 0W#3--%W?3L]XTX!\W>//VZ6N?ACX^U_P-\*OBKX6O[[ M]D[]H#]ICX%?$KQYH?P]N_A=XZ\._"3PYX8U'0]?6W\,_%/7/%VG0^*F\?># M/$>A>$O&OAOP9XKO_#$FK-JUAX=O+"\LX_=KO]J3P[I'Q73X5:U\._B?H#7V MM>(_#GAWQMK4/P\LO"_B_7O"W@;6_B!>V6A:))\17^*BZ??^'O"WBQM%\8:W M\.-&\#:S?>&[RUL_%,K7^@2ZU\;^ _V2OBQXJNKWX=?$:?Q[X)^#_AG]E?X^ M_LJ^&+;4/'?PF\7V&DZ!\8)OAEH?AZ3X.GP?X(T+Q-XA\/\ @CP;X DLM.\8 M?'^VTSQZUO+X8T35/"FNZFWB[QUJWT-I_P"P_P"&+#XMGXG)X[UN58OBC\2_ MBY9:9)X/^'3:Z?$/Q6\&>/\ P=XCT76OB3_PC(\>:YX,T2'XA:M>>!O#EQJL M"^'5L]&T>ZO-:T/1=$L=+>EO,"UH'[U\8:+\.)=7^*V@>(=8\'>&],T3P?IG@[XH>+;G2O&,OB7XB_#[0/^$>^ M(J^!)GU#QEI4D$\VGV>NWVD=W\"?C)XP^)_Q$^.GAOQ3X#\5_#2V^'5S\-[+ M2_"'CBQ\)IXHLI?$_A.?7M2N[C7? ?C7Q_X-\26%^7LYK"^T#Q-?1:?*M[HU M_P#9]7TZ_M+;+\1?LC^%O$?A'X?>$;KQAXQL4^&WP3A^#GAS7-*;08=:MIM+ M\1_!_P 7>'/B"'O=(OM.;Q5X=\2_!;PMJUC97&GW'AJ[DGU&VU?1[^R>*W3T M'X0?!O5?AQK_ ,1O&?B?XD^(OB5XQ^*-UX6N_$6H:MI6@Z!HNF_\(CHK^']+ ML?"F@:#:1)H^EO8;+F\M[W4-9N[C5Y+[4#?JEXMI;+3Y^?3T[>8'NM%%% !1 M110 4444 %%%% !1110 4444 ?%GAKX\_&%?B9\4_#'Q-\!?!3P+\/O@MH6C M>+/B+\0=/^-?C;7KNP\+>(?#/B[Q!9:G8Z!JGP1\*Z:YTP>&8_\ A(EOO$^G MP6>GW%W?6-S>SVT5I<6O$?[6WA>>;P/8^ ].\03ZUK'QB^$'PZ\6>'?B3X#^ M)/PJ\2Z!X6^+=UXDM]$\8VOAWQ]X6\,ZS>P:C_PC&K)HEU]BDTJ:^TS5]*OW MM=7T?4;"SZGQ?^S=#XXE_:BM=;\4/%HG[2WPQ\/_ TN;?3]+,6J>$[72_"' MC#PG?ZK#?7.HW%IJT]T/%8U"RM3IFFPVKV+073WRW>^#Q/PA^Q5K.D3:/J.H M:S\'?#>J:9\6_@K\1+[_ (5A\+?%FB0^(+#X/7?C2_;3M4OO%GQ7\8:T9O$= M[XSOKW1;0W\^B^ (VN[*WM/%-WJ&H:Y> 'W-JGB[0M%U/PQHVIW,MOJ7C+5; M_1/#5NME?7*ZGJNFZ!K'BF^M/M5K;36EB8M"T#5KY9M2GLK:=K0V=O-)?R0V MK_//C']H]=#_ &@_AE\#/#_A ^)+7Q3KLGAOXA^./^$B2PLOAQX@UCX:_$/X MG>!/#4.E1:9J+>)_$WB+0/AIKVKZWI#:CH(\)>'+WPKKMY-=+XP\/VMUJ?%' M]EKX:?%;Q]X#^('B'1-.GU3PEK-[J.K^>-8DE\36$W@;Q+X.L-*::SUW3(-+ M739]>M=6-TME?R7::4NGND/VHW<'DVM_L,:9=?$_PE\2?#GQN^.'AA-(^/GB M+X\^)_"47C*.^\/:]K'B/P/X[\)W^G:0ITZVOO#_ )Q\5Z=IQO;BZUQH/ 6G M:AX'L8+2"^TW5-$ .\\#?M*'Q[^TAXP^"NB^#F/@?POX+\2:K8_%6;Q(F?%/ MCSX?>.]-\!_$OPIHO@]-*:1/#7@K6M9L_#L_C&[\002:IX[T3QQX:M_#%M9^ M&(]?U[G_ !?^TC\0_AKXTT<_$CX2:;X7^$GB7Q]\0_ >@>((?B+'K7Q-FL?A M]\.O'?Q(D^*-]X#T_P .R>'K/X?:YH_P\U]K:WC\>S^+='L+SPOK.MZ1;3ZO MJ>A^'-O$M-<+=QWNE=?L[_ !:\0_&' MXD>.?'?CCX6>+/!_C_P_X@^%NG:;_P (!XTTCQCX ^!/B&UMAJ/P]\):Q'\3 M;SPS#KOB#7K6/Q5XX\=3^%/[2\8:I%H.G7EG:>'/ G@C2=& .D^#GQQ^(_BK MQ?X9\(?%7X:^'/A_=?$CX47GQF^'3>&?B#J'CB?_ (1S1M6\'Z9XG\+>-H+W MP;X4M]&\8>&T^(7@>XGN-"N]?\/:M+K6JV>F78B\/"_UB6R^+7QOM_CSX/\ MA%XD^&_PG_L'Q9H_Q&\6W'B+PA\7_%.M>)_#7@?P1)I>F:7KNK^$M;^$7AK3 M9+KQ#XG\1>%O#PTNS\72/;M=Z[J-C=ZK:^';PRP_!WX&_%/PQXP\)>+OBU\0 M?!OC6Z^&'PAO/@KX$_X1#P9JOA275=+UK5?!.J>*_'7B]M2\5>(((=>\2+\. MO!=I#X6T2 :/X>FTK6-2MM:U-/$T>E^'>GN/@!#XAOOVB+[QMXFO]4G^/>D6 MGP^2_P##0NO".N>!/@YI7A*ZT/1_ >@ZW#J.HW#:C:>)/$WQ)\>-XMMHM,U MZYX^GM(H([7P_I#H ?/-Q^W=8KIWQQ\20^!](L_!?@*;X+1_"+Q9XJ^)5GX4 MTCXN:?\ &7QAXH^'FG>-?$-WJ/AU[3X6_#NP\3>$-9UNQ\1R7/BR\\0?#"V@ M^(-EI")JNE:-?9>H_MY1:3\/_"OB"_?]G^UU7QCXX\6>'?#GC:3]H.VE^ >I M>%_ VCZ1?^)O&47CBW\'R^,X=7T[7ML3?%+[/)>74UC=>'!X.M/#U]Y%L]//;\?^' [/QM^T9X\\+_ M +)NK?M&Z+\(M)\6^)-'^'/B/XB7/@;2_C'X5NO KZ+X7T#7_$=SXALOB_H6 MG>(;77?!&NZ1H<5_X0UOPQX.U?Q)JL7B+PXNL^#_ Z__"1?\(YP_C']M*'2 M/C9_PIWPKIGPRUG5-#U[X>>%]?\ #OB[XVZ+\/?BCXF\3^/M%\->,+C0OA-X M.US0%T/Q3/X9\$^,_"NN)<^)O%?@^P\8ZQJLO@CPU/TNR_9GU*U_ M94^)'[.DOC33)]>^)?A7X_Z?J_CJT\(/I.A67BK]H+7/B)XK\0:MI'@:/Q'> M7&G^&=#\1?$;43H?A9O%MW=1:)IUCIDWB&2Y,FI#AO&O[)7B_6-8^,VG^%?& MO@;3/ 7[2NJ?#G7?C#_;_@*]UKQOIFM_#[P9X'^'=SJ'@74H/$]CHLC>)_!' MPY\)Z=HL>OZ=)_PK3Q-9WWC6SD\9G44\-6" A7]KS7-/FL?'GB7X?Z-I?[.F MM?$+XL_#/1/']AXSU34?'T.I?".T^(\E]XH\1?#YO!MKI=AX1\5:K\*O%NC> M'X].\::EKEBDOA+4-7L4M_$.KV?A;O?A#\=/B3XD\=^$/ _Q?^%6@_#B_P#B M?\)]9^,?PY7P]\0+GQU-;Z/X7U7P-IOBSP7X_CNO"7A>UT;QUX<3XF>![PR> M'+KQ)X;U5K_7[/3-4>#PQ%J.M\ W[(/BK5FLOAMXI\=>&M2_9TT7XD_Z M;X7T[PQK&F?$?5IOC#;?$]9O VO^*F\376C1>'O!6J_%GQ)K.E^(-(T.WU[Q M%%I_A+1M5@LET77M4\9^@?"+X&_%G0_'7@OQU\:/B;X5\?:C\*OA-KGP=\"/ MX2\$WG@Z37+3Q5JO@74O%_Q%\=)=>(M(8OAIX,L[;PUX:MM/\ #?AR M6W\37UI=:C%XFL=,\+ '8_M#?%GQ)\(?#W@R[\'>$_"_B[Q1X^^*'A+X8Z/9 M>,O&NH?#[PO87/BB+4KEM7UGQ)I7@[Q[J$-O9Q:5(L=I:^&[F2]N9K>V\ZU1 MC,O-7G[2NE?#+PSINJ?M VVF>&?$5UI/BSQ9J%I\%;;XK?'[P=H'@+PI=VT& MH^--?\7:!\(]"GT'1=/BO[9]8OM?T#2+&TD-V+.]U&TTO4;JS[3XZ_!+3_CC MI_P\T76Y-"GT#PA\5_"7Q&US0O$GAJT\5:/XKTSPU:ZU!+X9NM,OKB&RC-[+ MJEO<1:C=P:E%:2V2.-.ED\N2/YQ_:)_8JU3XKZ:/"OPX\5^!OAQ\.I_A+XZ^ M&$/PYN_ NNS^"?!>N>,IKRY7XL>#_"_@#QW\-M#N_%MBMU-I5UI/B2QO["\M M9HK[3]3T1X]?T[Q< ?2^D?M%?"#7_$L'@[1O%4VH^*KCQSKWPZ70+;PSXN;4 MX?$?AKP?IGC[5[J]MVT!3I_@R/P?KWAG7;/XDWQM_AUJ]MXP\$1:-XIU"Z\; M^$H-9]&F\7Z%;^*M,\$S74R^)]8\.ZWXKT[318Z@RW6@>'-1\/Z1K-]_:"VA MTN%[/4?%6@P"PN+Z'4;@7WVBUM)[:UO)K?Y0\$_LI^(O!WQSL?V@3\1=-U/Q MK-X8M?@SXDLW\)2V>B7O[./AC3)KKX>^ =&AAU]Y=+\:^&?B/)J7Q%O/B+=G M59-=/CCQOX-O]#;P]9_#?_A .YU3]E?X:ZO\<]!^.MSHVFG7M(T'Q%9W-NR: MRUSJ7B;5/$_@+Q'HWBW^T$U^&SLY="/@F2U&D1Z)+!>OJ_VB2\BCTY+6\ *6 MC_M'_P#"2?M.7/P*T#PDM]X3T[PEXXN=5^*1\3*D8^)G@"[^&C>(_AQHWA2/ M2)EU2V\/:'\4?#=YXD\8-KUM:Z?XCO6\'6>F:GJFC^*7\/1? G]HYOCOXY^* MVD:3X0.B^ O"-I\/]:^&?CN7Q"][=_%CPCXTF\ +;X= M?'GX?ZMX&O\ XCW5R][#\=YM"N=C^+_ WPX\$Z;X5\>: MQ::M#X=@\ 7GBV=;B&ZL[#3+>2%K7Q#;6.A6%GINFPZ'!%JPD;4AJD*Z<]/G MZ?J!YYXN_:S^(OPHN+N\^,/P7TOPSI.L_#CXK?$+P#X>\-_$V+Q1\298_AGX MD\$^&;'1?&^C'PQ8>%=&E\=7WQ&\$6MIK'A[Q7XCT;P9KWB'3_#NO7%PD\.L M-[A\*OB9\1_$/C+Q]\,?BGX'\)^#O'O@7PWX"\:Q3>!O'.L>./!/B/PO\1I_ M'.F:7)::MKO@KP1KFG:IHGB/X>^*-$U>TN?#SK-:6^C>(+26-=9?0](\"G_9 M(^+GB^V^/NG_ !-^*7PWUF;X]6%W8:EXX\.?#KQII?C7PS:^$]7UC5/@'HN@ M66N?%?Q%X0LO"/P>?4A(+CQ5XKUNYBUOQOX@GE]_P#A/\,O MB=HWCGQ_\4OBUXN\'>(/&/C?PU\// MMI/P^\-:OX:\+>'/"WPUO/'FJ6MZB]S/;6FAV#Z-X6M%UAM&N_%'B% <=X1^-_Q/ MC^)_C7P+\8/!WPD\%>'?AU\(;;XK>./'7@OXO>)_%>G^$+;5M9U&R\-:=K\/ MBWX2?#BU@M]7TCPC\0_$=WJ5IJET^@6/A*T.K6<<'B/2[M_#W_;\\CP)XF\3 M>(/ 'ASX9ZE_PT"GP9^'\/Q6^)J^$-!OO"=_\#_"G[0>C_%#XDZP/"ES>?#Z M>]^''B1[MOAM:Z7XF\2P^)&T'P7-J%OKNK7K:)]!7G[+NE^*?AO\8O WC[Q; MXAU'5?CI\1+WQYX]\8^#;R?P7K$EO8:UHI3:GXD\.76NR6WCS2XK:?PY M#:^![*/PIK-OX=UN'Q:U;K^ &1XF_;W70?#/P[NY;+X":#XC\9^&O$WC.XUG MQW^TOHVA_!*_\,Z1XHO/"_A.[^'GQ4T?PCXAG\67GQ4>QOO$/AFUU?PKX5G\ M(>$M$\5:I\24\,:KH=MH.M?0?Q5^.?COX=?#/X??$*P^#MWJT_B;5/AE!XZT M77?B#X6T6V^&%AX_\4>"_#&J07VL^'E\;1>,_%&BW?BYH](T[P7::CX.\1RZ M%JC7'CKPYIMUHMYJ_D_A_P#9+^)_@'Q5;_%KP1XX^%%Q\7_$>F?&/0OB)/XG M^&FLMX"?3/C#\3%^*H?P9HND>,K;7M._X0WQ&KIJ6FZEKMQ'\5XY[G4/$6H^ M&M8%C?V'K_\ PS8EG^S#\./V;='\4I;VWPY\,_ KPG9>*KW15G;4-/\ @MKG M@34DN9=$L]0L(K.77;/P6UM'96NH?8M'FU"/R5N[2R6VF6G2_P [ <_X]^.O MQ5^&WQ3\)^$O$WP]^&-SX&\57GQ&UO\ M_0OBIXTOO'/A[X2_#3PS<^(/%/Q M.\0>#KGX/6F@P6ND7MSX,\*WFDVGCF[*^)?'OANSL-0N87FGC\[;]L/X@>&O M#VC>(?B/\&]%TH_$[X9:=\0O@7HWA7XFW6MW_B/4_$/C7X8_#[PU\-?B'<:G MX'T&R\#^([[Q%\9OAB=1\3:0_C#PSIMKJOB@*T\?A.&]\3_1TOP3BUWXA_%C MQUXSU@Z_;?$#P#I/PE\.Z!;076G6O@WX;1V>H7OBFQBF;4)_MWB7QMXKU[5- M0USQ#;V^FJ=$T3P'HJV#3>&9]1U+YL?]CWXJ^*O#OA[P[\1?C#X0DE^$WPOT MGX=_!/Q!X2^'>JV=Y:^)?#/CKX5?$7PW\5_B)I>J^-[RTUV_M=>^"?PX@U'X M?:-=Z3HM_;V7BNX3Q):1^*['2_"@!]$?"'XG>-_$_BOXA_#;XH>#] \(?$+X M+-5\:>#O$?@_XA6NMMX:\0:)K&M>%_!VL6D\>M^$O&GAS5]$U M+1A+;W'AV+4X+J;3=8LTAH?'S]K7X*?LU:KX&\/?%+4_&:>)?B;IOQ U/X?^ M%_ GPK^*'Q6\2>+(OA?I&EZ]XUM],T;X9>$/%E\MYH^BZO;:N\%[%:^=I=OJ MNI1.UCHNK7%EH?"+X8>/_#OB_P"(WQ0^*GBCPOXA\>_$:'P1H;6'@?0]4\/^ M$?"O@SX=6WB!?#NAV UG6=8U;7=1O-;\8>,O$^KZYJ+694Z]9^'+73VM?#MK MJU_@_%/]G:_^(W[3G[*?[0D'C"TT:Q_9ML?CY9W_ (1E\/S:C=^-?^%U>#O# M?A6U>TU]-#?"7BWX1^$I$@\9>,/ 'B/Q=X$T M/2_'UOX+O9+?3/%=AX2N-7U71-6F?2;FQ_M*RU"TM(8_^"F?[(*:!J>O:OXS M\?\ A:31/B!\-_AEK7A3Q;\!?CQX=^(NE>+/C'HFJ>)?A-!=?#74_AO!X[.F M?$?P_H]]J'A77(- GTF]EB;1YKNW\00W.D0?.VF?\$P?B#HOPL_9H\ ^'/VH M[SP/XH_9X_8L_:2_94T_XG^"_A[?Z5XG7Q3\>#\)7T?XO>$%;XCR2>%;KP'+ M\,I'_L)]1U/4=:.KH]CXK\-7%BMQ+\Q>,?\ @FA^T+\*]=\/^-OA_P".?!GB M;QS\2_VJ?V#?$FI)\-?@]XCLO!GP,T3]F_2?C3HVK_$#5M*^)WQ[\>^+/B-X M;NCX\T6_U^TO?&FF>(7NX-5DL;Z :K8_V#7N^?\ 7R _0.[_ ."A'P^\5ZW^ MRY=?")XM=\%_&7]HKXH_ #XJ7?Q T'QO\+_%_P 'M8^%'P/^*7Q5\56&O^#? M&FC>'==T+Q/HNH^ M/L=4L/$^EVEBV@ZL=+-"\/^$/ V@?%$S^+?@Q\:?"5]XQ^&'BSQ/9^"?"GQ"^%NB>(? & MGZY\6?"OB?QCJ6E>%]#O?ASIOB6XO=:UG0;86JIXCT"34? ]"_X)F>)[^X\, M^)/BI\<=#\6>.-7_ &IOC5^TO\;M4\+?#&^\'Z)XM3XO?LS>._V9;7X??#[1 M[KXA>))/ MIX,\*^*-%O;3Q/K%]XSU'7+S0[R6^T^UFU>.33>$^$_P#P2B\3 M_#?X9_$+P!>>.?V5]?N]9^!FD_ 3PGK%W^QJFHV^O>']/\5^&O$6J:[\=+3Q M+\;M?U;QY<>*['PIH^D:GX7\$^(OAIX:TW5[=O'FGPR>)XM&;0SW?/\ #]. M_A?^T)\-/BYX-\5^.?#=WXDT+1O 6NZ]X:\>VWQ*\#^,_A1KW@K7/#&EZ?KF MNV?B3P[\1M"\-:QI]O8Z)JNFZPNK"TET6]TN]@U#3M1O+5C*/G#P[_P4Y_8R M\3>%?&OC*U^(WBC3/#_@KP9X;^([3^)O@Y\9_#&H>-_AOXW\4MX%\"^//A)H M>N^ ;'7?C#X9\>>-HSX2\&7GPUT[Q/<>)=>FT^STJUN/[8T:34."^!?["OQ9 M^%7PRUSX*:[\>/#VM?!KXD:O\:/^%C?#/1O!7Q!DTWPMX"^)/POT/P%X5^&/ MP$\2?$CXT_$GQ1\.O#G@W7;'7?'%^=7OO%.GZQJ'B:ZTKP_H'@G2;."V?@]. M_P"">_[2VH?L_>&O@!XZ_:\\%ZKH'P-T7]G.S_9@E\-?LXPZ#:^$O&7[+/Q M\+>._AG\4_BU;ZA\5=;U?XC:_J5OX-\/^#_%7A'P_K_@+P5+I-K>ZSIUA!KV MI1W&F+2^^GSO^3 ^@)O^"D?[)EMX$);36]+?4]$M='UFQU+3;C1]5O M;>^MY7U_@I_P43_9,_:$\:>"/ /PK\>>)M6U[XD>$=>\8^ )M<^$GQ>\$>'/ M%]AX/^QGQQH_A_Q=XV\#>'_"^J>+_ 0U"S'C3P=:ZM+XC\.3R7-IJ&G0WNE: MS;Z=XCX"_P""??Q'L/C)X/\ VA?B7\!]+O_B7XDU/P[8^$=$E37+KQ;X@U/Q5JGB:\N-0M[S3 M;!)+&33^@^$/[ >O_"_6OV*M5N?B[I>OI^R7J?[6NH:I;0^ [S2C\0?^&FM2 MU^_T]+&5O&FHCPF_@D:TD-[+/'XE'B06LDD$.@F>-+9-1>EKZI[]K-?<_O _ M2VBC_/\ G_/':BDKVUM?RVW_ ,M_.X!1113 **** "BBB@ HHHH **** "BB MB@#A?#/Q,^'?C6_UC2O!WCKPAXMU7PY-);>(=,\->)='U[4=#N(KNZL)8=7L MM*O+NYT^1+ZPOK%A=1Q8O;.ZM3^_@D1>O:ZCC1Y)-T<<*L\LD@*)"D:,TCR2 M, BJJJS,Q;"J0S84Y'Y3:A^R=^T%I^E*\/B'4_$DUIHNL#1-+MM9\%Z7>>"= M US]I[PS\3OBI\)_#(T;2OAP/%NB_&;P#X;\%2Z?-\1/&]S-I>I_#?6/!.O> M+]*\._%/6M6L^'UJ#QCX,^-WP)^$VK^*O&6O_$F^\2?L]?V>][\2_%D=WX5\ M#V6G_%#Q!XW\(>(K'3X[3P/KJZO;^%M4OKFXMM4\07'B"Q\.Q6.OZCJ&H^%? M G_"5ENVO7J!^PL.N:3<:9::U!J%C/H]_;V5Y8ZM#>6KZ9>6NIB$Z==6E^)? MLEQ;Z@+F V4L,[K$1%S*@;0\\'&$D))( V')P,G .,XY![JV%8!CBOR1D M_9>^/.I>'X_#OBKPSJWC99/A#\(['QG)XE^+VI3V>L^(OAYX)^$-KJ/A3X=: MAI?C70S&^K^,/A[K6H7NA?$OP7=:%;^)]C:K;>(]# /T[,R@XV.&; M 52A!8X+< @9QG+<_+@YQ@$X=CXN\,:I+;P:9K^C:C->7/B*SLXK'4K.[DN[ MSP?J\F@^+;.UCMYI&GNO"^N0R:1X@@C#2:1J:-8WXM[E3&/S>TW]GG]H33M; M^)VI>(=4\=>,M$U#Q]?:KJ?@_3?B-I^@:7\4O $_QQU3QYH.C>$YI/$*:C9: MWX9^%CZ-X!GT_P 6:O\ "[POJ%E%??"ZZ76_!0T_Q]::&N_LX_'I_@WHW@WP M=->^$]5C\'?M>-8)K?5];UK2?#2:G# MJ/C*6>36;'6FN;N"^EN=2FOG/Z_JX'Z#^*_'G@SP'I?]N>.?%7AWP7HIN[?3 MQJ_BS6]-\.Z:VH7C2+9V"WVK7-I;/>79AE-O;)*TLRQN\:LJDUIZ-K^D>(=( MTWQ!H.H6FMZ%K-A:ZKH^LZ3=VVI:7JVF7\*7-CJ.FZA9R36=[97UM-#<6=S; M3217-O)'+$S*P)^'O&_P+^)5EX5M=(\+P^,K_3?"O[4T'Q,\(:?X6\;^'KKQ MGH?PUE\%WFGRVGA34?BS=77ART-GXMUO5[F'PUK-^ME8Z+=7D6BFU$>F6$67 M\0O@Y\5-2TGQ[\1['Q%XN\%>+[?PIX1?P)K?B3XBZL-2\!Z;8?"+4M!\>7'B M3P[\/M0OO 4NJPZ]J,FI>(D\+:5K-KKVJZ99ZSHC7-QH7A.;3P#[YN-;TJTU M#3])NK^TMM5U9+Z32M-GN(8=0U./3%B?49-.LY'6XO4L(YH)+UK:.5;:*X@E ME*I*C-H&=><)(0.IV-@$#<=W&5P/[X7.1MSG-?B[\']&\:?&G0?B3XP^">B7 MDW@[2O%$>D^&?"_BOXI^/O$4]GI/B'X+?L_KXML/#^J:QXH\%>)!+M M4LK";Q=X(T?Q+KNI6M_XRU'2E\1^)UM???A1^SG\=;>VMM7^(^JZ\?$'A:7P M0WPZBC^)WB!(_#EAH_[6?QT\;ZA97>D:;XFU+0IYF_9X\1_"SP=J=IJ-]XIM M+S3=-N? 4>K:EH]E"N[\SO@W^S]\;_ VD_'F_D\ M,&Q\?^,?V8O@E\+;+5?%GQI\6^)E^(OQE^'-S^T//X^\=?\ "2Z+K$/C+PIX M:\6:C\3M U71-;L]5\(^,KR6]O+V\T3P/JU@6'/^ OV9/V@IM4\8:QXMG\0: M3IFGZ/J%W\%]"C^)^MZ'=^$-?D\:>'/%5A]KT3PWX[\8Z%:7,4L/B='2X\7> M,M.M=*U:\\*17EWX7U2ZTE$!^F>H^,?"NCWLNFZOXCT/2]1AT#5/%DMAJ.K6 M%G>Q>%=$N+6UUGQ-):W%Q'-'X?TBXO\ 3X=3UEU73M/>^M5O+B SQ!XG\<># MXKVXTV7Q1X=BU"TO=!TV[LI-*?B+X4NKK0-1^%/QP^''C;Q'K_P 2;OQG M:_$F[^(_Q;\+^+-!N= \.7=Y=W7A[PZ/ .GSZ)?VEQ:^%IM%N;6W\&6>DZQX M8\-^&/$=YY)X8_9)_: \-V.DW]W+X&\2^.HM!\>:CK_B#4_$WB'3X_$?CSX/ M^!_%'P7_ &0KG5K_ $.WL?$TTC5[#5?!7C3P_?R^&;J6 MYU2QO+$^?Y@?J5_;FEC5(]#-]:KK4FG/J\>C&XA759=)BGAM)=373F<7?]GQ M7=Q!:R77DK%'=2);NRNZJU_[0ISA9,!@I.PXW'&%(QN5OF4X*Y!R" >OY*Z= M^S7^T_\ \(MXI827VCM/X@AFT/07\5V[^)Y/A8OC3X)^,/$WPPLK>7X@>*-& MTZ7Q3;^%_B;:Q>%KWXKR>"]4N-7CT#7O&>B>&_$>J:A9^Q?"[X,?&[PK\3O@ M]K6J)XNUG2]&\(:?IWBK5O&_Q(76++PWHULWQ/NX/#&F0^&/%.C7\OB^SD\9 M^&] UC1/$GAOXS> _$FA>#O">N2_$Z'Q]X+@\3^*SY_G_D!]U6/C+PKJBZ(]"U(:O>:SI^DG3]8TV]&J:AX&M-T&T\'W'A^TTBY\2_M >/?%>A6WC74_#NM:9XN\=^/M?N5@\#^)M-L+F3 M0;/XT_#'67T+Q3J5A+87OP_\;QQ>-='ANM7\0^*=0C^ROA/X7\>^'/!_C'P[ MJ7@>:TTOQ#?>/M?\"^%/'?C2T\4Z=X-T._M=$LO#GPP\8ZE;:AXQNQ!K&HR> M(=R:1:ZC_:GV.;4H[*>WO'LTF-PMG<079C$$L.O!NFZUX9TQM;\2Z/?\ BG0K35/#VC)#:7#ZMK=A-?I=:7IJ MVU_I]RU[>Q06ZV]_93/(J7=N9/SQ\5? WXP^*/A]\<-%7X4^(+-OC2^O:-I/ MG^+O@8OQ)\ 6VL?#WPCX.N/#-Y>VVD7'@/\ X9VUA?#2>&]4LO#=]=?%:S\$ MV%G<1Z#J^L:G!IG@^EXD_9D^-FI:CXFLVTNZUF2;Q]XH^*^H>)XO%O@VV\.: M_)=>)O#'Q \ >'OA=H/B+1_$.I^&O&7@;Q5X(+"'X:&G4#]$;7XM_"V^N/#-I9_$7P-=W/C071\'06OBS0+F;Q5 M]ANIK&]_X1V*#4))=8-I>P3V-R+!)S#>PS6;XN8WB%-?C5\('T74?$J?%+X= M-X=TC4(-*U?7D\;^&'T?2]5NE#6VFZAJ2:HUG:ZA<("]O:3S)-,B,T2NJYKX MH\%_!SXPZ7JOAO3?&7P\U+Q!X?\ &?Q-U#XS_$KQ#8W?PCMO$T>OZ5\5[KQQ M\%O OBP6NOZ$EAX.^'^N2S_&7QC8_#J7Q3(/'FIR^%= UKQSI.H>/=>\?6_# M?PL^+&CR?$+Q9-\'M8T.;7]*^%GAS1O#_@OQ7\#G^(GPKNO!GA/XE>&=4O?V M:K_5-%TCX:Q?#?PVOC#2-*^&MK\2KCP=XY;PWKOQ1U+7]+TYYO#OP^OP#[KU M[X@>"/"GAR/Q?XH\7>&O#GA.4:TG2?#TG]LRQ0:0(]:OKR#39?[5 MFGMXM-$5R_VZ2XMTM!,9HPVMHWB#1/$FE6.N>'M4T[7]%U.%;G3=8T6^M=5T MF_M7)47-GJ-E+/9W,!(9!+!-(C,KH&)20)\/ZC\"OBMKO[-GP3^# AL/ /BW MX3>-_P!FS[5XF\$WWAR73[7P[\+=1\$:YKGB;P%!XKT;Q1ILMSHD=IJ6C6>G M>,O")75]8T6\OHM"CTO4=*F;S71_V:?VB=,\4?"0W'BO6[>S\/ZA#>ZYKO@O MQ/HVEV/_ E]O^T%XR^)'Q#^(VO:)(-#TK3M,^.G@K5-(M-1\'>$_ OBG8]Q MJ_PQF_X07PV;;X@Q 'Z87>L:;8S:9;7UY;V=SK-\=-TFWNIHK>;5-06QOM3> MQTZ*9TDO;M-,TW4=1>VMA).EA87EXZ+;6T\B3'4+5;J.Q::-;Z:"6[CLFEB% MV]K!)#!/!O"?A/3?BMKMA\;/'NEWGC+XAZG\$_VQ_ 7B3X@^%[OQ?I6I+X>U'QA\0/ M%_PQU^PUBY\+7ES:W>E:;KNN^%Q/X#T6RN?5Y_V:OC]>:#!?Z7H[^&?&'_"I MOC=\._#>LP^.]2TCQ-X&=6\9Z-X8\=Z'-? M?"_QMK6B^#]:U;0=;\.67A&*\N!X1 /U5,ZDG$#]*BO?&6 MHZ9J:;T-I^SG\8I;[X3P^(=+\8^,I/#WB/X$^)M'\1^ M)/B^%M_A3I'@7XUZ[\0?''A'Q%X>L=6:S\2ZR_A#4/#V@Z%7TNPUC3[K4HQJVCIXATT26,-PURC7V@2Q:[;(T8>31I8M3"_8Y8IG M^#?CK^SO\7/B;XA^+NGZ?I^H2V'C73/B9$OB/4/B9J,?A/Q)\/O$?[.VI?#_ M ,(_!=?!L>JB3P_J>F_&V;2/B=?:I'H$.A65AHMUJEAXJO=<\7:YX;MMOQW^ MS;X]M]5^(NH?#"*\TNT\9_$2]\1ZG;6'Q/\ %/AV_P#$WA>'X)> ?!D.DOJZ MWMY=:)JFKZWI'BS1;74K;R[G2?MVFZR+JU6WM;O3CYKUU_R ^_Q."<>7)NXX M\MOEW9P&8@*I^7)7)(!0D9917->(_&_@GPE>:+9>*_%GAGPU?>([LV'AVV\0 M:]I6CW&N7R2VL;6>CV^I7=M)J5TDUY8HT-FDTBS75G&5$MQ;K)\#7WP-^-&H M?$#X5ZUX=L_B#\/_ !H\7A\Z1X0B^*MGX@UGX5WNE_&CQ?XY\877C#7M6\4 MZU#/8_$#X>:AX3\*Q^&_!EG\5]+TS3M+U'X.P7&@?#YXO&ES[)\5_"?C+Q%I M/PB\-VOPAU[Q3X?U+08-'^+.N'Q'\/-3^*?A[PK92>#M7E^&R^(?&'BG28-2 M@\?>(-(L4^)_B;2-6UF6[T+PIJ*Z'!_PEFN>%O&'A, ^@G^*WPTB'BLR_$#P M5&O@1D7QPS^*]!5?!QDN)[2,>*6_M#;X?+W5K=6L:ZJ;1I+NUN;6,//;S1IL MIXT\)/H=CXG7Q+H!\-:FVE+IOB'^V=-.A7[:[?VNE:&EGK N3IUR^LZK?66F M:4D%S(VH:C=VUE:":ZGBA?\ /#_A07QDCU3X?:I_P@FF$_ 7^U?M$=IXD\-B M3]HHZQ^T-\/OB]!>:0KRV,6G:AH&A>"-2\56$?Q)D\,1?\+L\2OI]O?VGABV MO?B/J?4^,/V*G\,>$_&OPUCO-*&MI MD ^WY?'G@R#3?%6LS>*?#T6D> Y-2B\<:K+K6FQ:;X+ET;1[;Q!J\?BR\DN5 M@\.R:5H-[::UJ,>KO:/9:7=6]]<+';3PR/TJ74;A60.ZN@DC=%+QR(V2K1R) MN1U88*E2#(]6U_XQZ1\9!%X9\*_%J7 MPSX>\,?%7XD_ [X&>!]!^(?B">&]TB'6?"6AZ]X*^)NCF\CM?$'BW1=(UK3Y M--\!:S;>+_$@\/=GJ'[-7[16J>,OB!/>^+O&$^C^(?BAX+U"]$'CX>'O"GB' MX6R?M5_"/XB76B::FCZY=>*TU3P-^S]X4\:_#6XMIM.\!Z=/::]J7AG3CXYT M_P 2'6?#Q_74#]/3. P'ERY(SG8V,9QQQEB2,[0"P0!B "H:&[U*RT^SNM0O M[B"PL;&WGN[Z]O98[2SLK2TB>>[NKR[N&CM[:WM8(Y9IYII$BBBC>1W5 2/R M'^*6@>-/@OJFI^*/B3%XC@^#&H?M ZEJ5WIVL?%OQJ?%7Q*L];L/CUK/ACPS MHVI?#_5KW29/A_X)EU[P3K7AG3?%'@CX7^)_#/A_X?:3\.M1U?XFV_@?PAKW MB+F[7X!?M)_&/X%^"[.6T-Z/&_['^F^#-6UK5_B/XBO;;Q;;^+OV,=3\)VVA M^+]);G5[/PYXY\'^(+W0+NUL M=,;'P'>Q:O);VXU[X?ZUX?\0:C+/I<.FZ#9W%U"? ^K_ 9O]#\&>(O&_@36]3T^^\ ?'/P=XOU;3O@7 M\0=$.@>,KWX3#P79^*M3C\/_ !_UJUUR\\3Q>#;31=%\'P66K7EV ?IYYX"Y M,VCFE2&6\D>&TBF98Y;J>.WGNW@MHY& M5KB9;6VN+DQ0AY!;V]Q.5$4$KK^9S?LT_M 6?B7X07B>*O%T5O93W.I>+-7T M#X@RZE>>'?',OQ:C\6:[XPU:?QEK9&KZ)XE^'>GZ3X*MK#3_ _XPN+31K&[ M^'=OX<\+^$_%NM:]I?/_ L_9\^,OPUT#X<^-?C)'XQ^(^J_"+Q;X9\8>*;" M;Q[I=[<7NN^%/@;\4/"?COXH> DO?$L:ZE!XY\<^)O#VJWZ^-?%6@ZQXHT32 MI=:U7X?>$]?6^T3Q(?/\P/U+76=,?4'TE;^S.K1V,6J/I8N[3:7N?\ "!:1XNM_ M%^A^#]*N=&@^)>C7/QU\8:CJ'C;QEH_P8^-7A?Q7\4+'6=$\4-?S:!XW\?\ MBSX;:KI%C?76@Z[=7WAA/&?B7P9X9U[2-.60 _1^^\0Z+I=SH]IJ>IV.G7?B M/4Y-%\/VU_=V]I<:[K46E:MKDFD:1!/(DNHZHFAZ#K.L/I]HDMU'IFDZE>O$ ML%E/\ P7I?CO5H;*XTGP5J M/B?1;/Q;JEOJ3WT>GSV'AR>]CUBZBU"73-3BL9(;-ENI-.OEA+FUF"UK#XP_ M"C5;)M2TOXF?#_4M/3Q!I/A-KZQ\:>&KFS'BGQ!<0VF@>&C=1:FT/]O:[=7% MO;:-I .M,UJ^L?B0?[!N_'VBZKHTWP]$C3,K.8Q/ MI[07D&J?!WQA\0/!GAVSU+X$^#/!?B?P!K7[)=II&J:IJ?A"_P#$>JVWP/\ MC+H'B[QK/X:U#P^-7L=)\!Z7X237D^&,FHWFB>,M4O/$7BG3M:\'^"+6XMVU M@ ^Y;+7-)U*XU6TT_4;"]NM"ODTO6[:SO;6ZGT?59-/L=632]5A@EDDT[47T MG5-*U1;.\6&X;3M4TZ]$9MKVWDDS;7QEX4U"_N=*L/$WA^^U2TUB]\.W.F66 MM:9=W]MXATW3+/6]1T*>SM[F2XBUFPT>_LM6O=+DC6\M=+NK:_N(8[6YBE;Y M ^"?P2^.OPV\2_$7Q3J7B/P+-J7QQ\*ZYXO\4S0Z!J?F>!_C:=;O]3\,?VT6 M\778^)VD:5H'BX?#N/5[(>#)X/A_\&_AMX;CMC''%?6W'_#K]EGXJ>&O$GAZ MWU[Q+H]IHFA?$O7/&,WC#X?7-[H/B_7)]=^!NB^"=?\ $WB2376\0G5O$/C+ MQY;7^L>(9\0W-SJ,E_K4\[PWEK:P 'VE%\7?A9-X@T[PG#\2/ <_BG6(A-H_ MAJ+Q?X>?7]6B::_@633=(&H_;[Y#+I6J1*;:"0M)IFH1@%[.X6/T)&#*K#.& M4,,]<$ C/OBOS#\+?L[_ !@T#PIK7PKNO!%IJ2^+]6^%FICXG:MXH\-76C># MH_ 'Q)UCQ9?ZW?) \?C'4?'MO81V&K^#_P"Q?"3Z1<>++VR74_$/ABRM;V^M 9/TV\MV^8, &^8 AL@'D X?&1WQQZ4 ?_V0$! end