Exhibit
1.1
Fifth
Wall Acquisition Corp. II
15,000,000
Shares of Class A Common Stock
Underwriting
Agreement
[•],
2021
Deutsche
Bank Securities Inc.
60
Wall Street
New
York, New York 10005
Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
Goldman Sachs & Co. LLC
200 West Street
New York, New York
10282-2198
As
the representatives (the “Representatives”) of the several Underwriters named in Schedule I hereto,
Ladies
and Gentlemen:
Fifth
Wall Acquisition Corp. II, a Delaware corporation (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 15,000,000 shares (the “Firm Shares”) of the Company’s Class A common
stock, par value U.S. $0.0001 per share (the “Class A Common Stock”), and, at the election of the Underwriters, up to
2,250,000 additional shares of Class A Common Stock, if any (the “Optional Shares,” the Optional Shares, together with
the Firm Shares, that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
The
Company has entered into an Investment Management Trust Agreement, effective as of [•], 2021, with Continental Stock Transfer
& Trust Company (“CST”), as trustee (the “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
Shares (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 Shares and the Optional Shares, if
and when issued, in each case as described more fully in the Prospectus.
The
Company has entered into a Subscription Agreement, dated as of February 19, 2021, with Fifth Wall Acquisition Sponsor II, LLC,
a Delaware limited liability company (the “Sponsor”), in substantially the form filed as Exhibit 10.5 (the “Founder’s
Subscription Agreement”), pursuant to which the Sponsor then held an aggregate of 4,312,500 shares of Class B common stock,
par value U.S. $0.0001 per share, of the Company (including the shares of Class A Common Stock issuable upon conversion thereof,
the “Founder Shares”), which it received for an aggregate purchase price of U.S. $25,000. The Founder Shares are substantially
similar to the Shares, except as described in the Prospectus.
The
Company has entered into a private placement shares purchase agreement, as of [•], 2021, with the Sponsor (the “Private
Placement Shares Purchase Agreement”) in substantially the form filed as Exhibit 10.7, pursuant to which, the Sponsor agreed
to purchase an aggregate of 655,000 shares of Class A Common Stock (or up to 700,000 shares of Class A Common Stock if the Underwriters
elect to purchase the Optional Shares) of the Company at price of $10.00 per share (the “Private Placement Shares”).
The Private Placement Shares are identical to the Shares sold in the Offering, except as described in the Prospectus.
The
Company has entered into a Registration and Stockholder Rights Agreement, 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, the Private Placement Shares, and Shares that may be issued upon conversion of working capital loans.
The
Company has caused to be duly executed and delivered letters by the Sponsor, the initial stockholders and each of the Company’s
officers and directors, each dated as of [•], 2021 and in substantially the form filed as Exhibit 10.4 to the Registration
Statement (collectively, the “Insider Letters”).
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. 333-254408) (the “Initial Registration Statement”) in respect of the
Shares has been filed with the Securities and Exchange Commission (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, to the
Company’s knowledge, 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 Shares that was included in the Registration Statement immediately prior to the Applicable
Time (as defined in Section 1(d) 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 Shares 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);
(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 Shares, which registration is currently effective on the
date hereof. The Shares have been authorized for listing, subject to official notice of issuance and evidence of satisfactory
distribution, on The Nasdaq Capital Market, 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 (Eastern 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 capital stock (other than as a result of (i) the exercise, if any, of stock options or the
award, if any, of stock options or restricted stock 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 stock 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,
management, financial position, stockholders’ equity or results of operations of the Company, taken as a whole, 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 Shares, or to consummate the transactions contemplated in the Pricing Prospectus and the
Prospectus;
(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 materially interfere with the use made and proposed to be made
of such property 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 and is in good standing (to the extent the concept of good
standing exists in such jurisdiction) 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, reasonably be expected to 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 capital stock
of the Company have been duly and validly authorized and issued and are fully paid and non-assessable and conform in all material
respects 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 shares of Class A Common Stock 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 shares of Class A Common Stock, 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 Shares arising by operation
of law or under the Amended and Restated Certificate of Incorporation; 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 Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company
against payment therefor as provided herein, will be validly issued, fully paid and non-assessable and will confirm in all material
respects to the description of the Shares contained in the Pricing Disclosure Package and the Prospectus; and the issuance of
the Shares is not subject to any preemptive or similar rights.
(l) Intentionally omitted.
(m) Intentionally omitted.
(n) The Private Placement Shares have been duly authorized for issuance and sale pursuant to the Private Placement Shares Purchase
Agreement and, when issued and delivered by the Company in the manner set forth in the Private Placement Shares Purchase Agreement
against payment therefor, will be validly issued, fully paid and non-assessable.
(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 Shares pursuant to the Registration Statement.
(r) The shares of Class B common stock included in the Founder Shares are duly authorized, validly issued, fully paid and nonassessable.
(s) The issue and sale of the Shares and the compliance by the Company with this Agreement, the Trust Agreement, the Founder’s Subscription
Agreement, the Private Placement Shares Purchase Agreement, the Registration Rights Agreement or the Insider Letters and the consummation
by the Company of the transactions contemplated in this Agreement, the Trust Agreement, the Founder’s Subscription Agreement,
the Private Placement Shares Purchase Agreement, the Registration Rights Agreement or the Insider Letters 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 conflicts,
defaults, breaches, or violations that would not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect, (B) the Amended and Restated Certificate of Incorporation or by-laws (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, except, in the case of this clause (C), for such conflicts, defaults,
breaches, or violations that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;
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 Shares or the consummation by the Company of the transactions contemplated by
this Agreement, except (i) such as have been obtained or may be obtained under the Act, (ii) the approval by the Financial Industry
Regulatory Authority, Inc. (“FINRA”) of the underwriting terms and arrangements and (iii) 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 Shares by the Underwriters or (iv) the absence of which would not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect;
(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. The summary financial data set forth under the caption
“Summary Financial Data” in the Pricing Prospectus, Prospectus and Registration Statement fairly present, on the basis
stated in the Pricing Prospectus, Prospectus and Registration Statement, the information included 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 material 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 certificate of incorporation or by-laws (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 this (iii), for such defaults as would not, individually or in the aggregate, reasonably be expected to have
a Material Adverse Effect;
(v) The statements set forth in the Pricing Prospectus and Prospectus under the caption “U.S. Federal Income Tax Considerations”,
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, be expected to have a Material Adverse Effect; and, to
the Company’s knowledge, no such proceedings are threatened or contemplated by governmental authorities or others;
(x) The Company is not and, after giving effect to the offering and sale of the Shares 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
Shares, 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) WithumSmith+Brown, PC (“Withum”), 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) To the extent required by Rule 13a-15 under the Exchange Act, the Company maintains a system of internal control over financial
reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that (i) complies with the requirements of the Exchange
Act, (ii) has been designed by the Company’s principal executive officer and principal financial officer, or under their supervision,
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles and (iii) is sufficient to provide reasonable assurance
that (A) transactions are executed in accordance with management’s general or specific authorization, (B) transactions are recorded
as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to
maintain accountability for assets, (C) access to assets is permitted only in accordance with management’s general or specific
authorization and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and
appropriate action is taken with respect to any differences; and except as disclosed in the Pricing Prospectus, the Company’s
internal control over financial reporting is effective and the Company is not aware of any material weaknesses in its internal
control over financial reporting;
(cc) Except as disclosed in the Pricing Prospectus, since the date of the latest audited financial statements included in the Pricing
Prospectus, there has been no change in the Company’s internal control over financial reporting that has materially affected,
or is reasonably likely to materially affect, the Company’s internal control over financial reporting;
(dd) To the extent required by Rule 13a-15 under the Exchange Act, the Company maintains disclosure controls and procedures (as such
term is defined in Rule 13a-15(e) under the Exchange Act) that comply with the requirements of the Exchange Act; such disclosure
controls and procedures have been designed to ensure that material information relating to the Company is made known to the Company’s
principal executive officer and principal financial officer by others within those entities; and such disclosure controls and
procedures are effective;
(ee) 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 Stockholders,” “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
in all material respects. 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.
(ff) This Agreement has been duly authorized, executed and delivered by the Company;
(gg) Intentionally omitted.
(hh) 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.
(ii) Intentionally omitted.
(jj) 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.
(kk) The Private Placement Shares 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.
(ll) 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.
(mm)
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, and 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, and 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.
(nn) Intentionally omitted.
(oo) The Company, the Sponsor, and their directors and officers have not and, to the Company’s knowledge, no 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 taken any act in furtherance thereof; (ii) made, offered,
promised or authorized any direct or indirect unlawful payment or taken any act in furtherance thereof; or (iii) violated
or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, 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.
(pp) 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;
(qq) The Company, the Sponsor, and their directors and officers are not and, to the Company’s knowledge, no agent, employee, affiliate
or other person associated with or acting on behalf of the Company is 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 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, the United Nations Security Council,
or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company located, organized or resident
in a country or territory that is the subject or target of Sanctions, and the Company will not directly or indirectly use the
proceeds of the offering of the Shares 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, or in
any country or territory, that, at the time of such funding, is the subject or the target of Sanctions or (ii) in any other manner
that will result in a violation by any person (including any person participating in the transaction, whether as underwriter,
advisor, investor or otherwise) of Sanctions;
(rr) 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, stockholders’ 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. The selected financial data and the summary financial information included in the Registration Statement, the
Pricing Prospectus and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent
with that of the audited financial statements included 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) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Act, to the
extent applicable;
(ss) 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 applicable listing rules of Nasdaq (subject to 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 requirements
and all other applicable provisions of the Nasdaq corporate governance requirements set forth in the Nasdaq Marketplace Rules.
(tt) 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 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 Shares.
(uu) 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).
(vv) 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).
(ww) 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 Shares hereunder to repay any outstanding debt owed to
any affiliate of any of the Underwriters.
(xx) 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
in all material respects 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.
(yy) Prior to the date hereof, the Company has not selected any specific acquisition target and has not, nor has anyone on its behalf,
engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial
Business Combination. As used in this Agreement, the term “Business Combination” (as described more fully in the Registration
Statement) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business
combination with one or more businesses involving the Company.
(zz) 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 Shares 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.
(aaa)
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 form that would be “underwriting compensation” as defined in
Rule 5110 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
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.
(bbb)
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 Member and/or any person associated or affiliated with a Member has provided any investment banking, financial advisory and/or
consulting services to the Company.
(ccc)
Except as disclosed in the FINRA Questionnaires provided to the Representatives, to the Company’s knowledge no officer, director,
or beneficial owner of any class of the Company’s securities (whether debt or equity, registered or unregistered, regardless of
the time acquired or the source from which derived) (any such individual or entity, a “Company Affiliate”) is a Member
or a person associated or affiliated with a Member.
(ddd)
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 Member (other than securities purchased on the open market).
(eee)
Except as described in the Registration Statement, the Pricing Prospectus and the Prospectus, no proceeds from the sale of the
Firm Shares (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.
(fff) The Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a
Participating Member (as defined in Rule 5110(j)(15) of the FINRA Manual) within the 180-day period prior to the initial confidential
submission of the Registration Statement.
(ggg)
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
intending to participate in the Offering.
(hhh) 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.
(iii) 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 Shares.
(jjj) The Company does not own an interest in any corporation, partnership, limited liability company, joint venture, trust or other
entity.
(kkk) 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, stockholder, 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.
(lll) The Company has not offered, or caused the Underwriters to offer, the Shares 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.
(mmm)
Upon delivery and payment for the Shares on the closing date and the filing of the Form 8-K, the Company will not be subject to
Rule 419 under the Act 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.
(nnn) From the time of the initial confidential submission 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. “Testing-the-Waters Communication”
means any oral or written communication with potential investors undertaken in reliance on Section 5(d) of the Act.
(ooo) The Company does not have any subsidiaries.
(ppp)
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.
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 share of Class
A Common Stock of $10.00, the number of Firm Shares 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 Shares 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 share set forth in clause (a) of this Section 2 (provided that the purchase
price per Optional Share shall be reduced by an amount per share equal to any dividends or distributions declared by the Company
and payable on the Firm Shares but not payable on the Optional Shares), that portion of the number of Optional Shares 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 Shares by a fraction, the numerator of which is the maximum number of Optional Shares 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 Shares 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 2,250,000 Optional Shares, at the purchase
price per share set forth in the paragraph above, for the sole purpose of covering sales of shares in excess of the number of
Firm Shares, provided that the purchase price per Optional Share shall be reduced by an amount per share equal to any dividends
or distributions declared by the Company and payable on the Firm Shares but not payable on the Optional Shares. Any such election
to purchase Optional Shares 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 Shares to be purchased and the date on which
such Optional Shares 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 Share (including both
Firm Shares and Optional Shares) 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 Shares sold pursuant to this Agreement (the “Public Stockholders,” which
term shall include any officers or directors of the Company solely to the extent they hold any Public Stock (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 Stockholders on a pro rata basis.
3.
Upon the authorization by you of the release of the Firm Shares, the several Underwriters propose to offer the Firm Shares for
sale upon the terms and conditions set forth in the Pricing Prospectus and the Prospectus (the “Offering”).
4.
(a) The Shares 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 Shares 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
Shares, 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 Shares, 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 Shares, 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 Shares
is herein called the “First Time of Delivery”, such time and date for delivery of the Optional Shares, 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 Shares and any additional documents requested by the Underwriters pursuant to Section 8(m) hereof, will
be delivered at the offices of Skadden, Arps, Slate, Meagher & Flom LLP at 525 University Ave., Palo Alto, CA 94301 (the “Closing
Location”), and the Shares will be delivered at the Designated Office, all at such Time of Delivery. A meeting will be held
at the Closing Location at 4 p.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
Shares, of the suspension of the qualification of the Shares 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;
(b) Promptly from time to time to take such action as you may reasonably request to qualify the Shares 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 Shares, 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 Shares 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 Shares
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); provided that any documents filed with the Commission
pursuant to Electronic Data Gathering, Analysis and Retrieval System shall be deemed to have been furnished or delivered to you
pursuant to this paragraph;
(e)
(1) The Company will not, without the prior written consent of the Representatives, (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 shares of Class A Common Stock or any securities
convertible into, or exercisable, or exchangeable for, shares of Class A Common Stock 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 Shares, (2) 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, the Private Placement Shares, and Class A Common Stock that may be issued upon conversion of working capital loans, and
(3) 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.
(2)
Intentionally Omitted.
(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 Shares.
(g) For a period commencing on the effective date of the Registration Statement and until the Termination Date (as defined below),
to furnish to its stockholders as soon as practicable after the end of each fiscal year an annual report (including a balance
sheet and statements of income, stockholders’ 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
stockholders consolidated summary financial information of the Company and its subsidiaries for such quarter in reasonable detail;
provided that any documents filed with the Commission pursuant to shall be deemed to have been furnished or delivered to you pursuant
to this paragraph;
(h) During a period of five years from the effective date of the Registration Statement or until such earlier time as the Liquidation
(as defined below) occurs or the Company is acquired or completes a going private transaction in a transaction where the Shares
are no longer outstanding (the “Termination Date”), to furnish to you copies of all reports or other communications
(financial or other) furnished to stockholders, 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 stockholders generally or to the Commission);
provided that any documents filed with the Commission pursuant to 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, the Company will use its best efforts
to maintain the registration of the Shares 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 Shares 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.
(j) To use the net proceeds received by it from the sale of the Shares 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 Shares on The Nasdaq Capital Market;
(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
Shares and its receipt of the proceeds therefrom;
(m) For a period commencing on the effective date of the Registration Statement and ending on the Termination Date, 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 stockholders.
(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) under the Act, 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 ending on the Termination Date, the Company shall
retain a transfer 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, if any, for use on the website, if any, operated by such Underwriter for the purpose
of facilitating the on-line offering of the Shares (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) 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.
(s) 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.
(t) The Company agrees that proper disclosure of any arrangement or potential arrangement that the Company has with any person or
entity to assist the Company in its search for a merger candidate or to provide any other merger and acquisition services or investment
banking, financial, advisory and/or consulting services 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
stockholders or for soliciting stockholder approval, as applicable. To the extent that the Company discloses arrangements with
respect to the Representatives, the Company will provide the Representatives with an opportunity to review and comment on any such
tender offer materials or proxy statement.
(u) The Company shall advise FINRA, the Representatives and its counsel if it is aware that any 10% or greater stockholder of the Company
becomes an affiliate or associated person of a Member participating in the distribution of the Shares.
(v) The Company shall cause the proceeds of the Offering and the sale of the Private Placement Shares 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 with respect to interest from the Trust Account, the amounts
necessary to pay franchise and income tax obligations and (ii) to pay Public Stockholders who properly redeem their Public Stock
in connection with a vote to approve an amendment to the Amended and Restated Certificate of Incorporation (x) to modify the substance
or timing of the Company’s obligation to redeem 100% of our public shares if the Company has not consummated an initial Business
Combination within twenty-four (24) months from the closing of this offering or (y) with respect to any other provisions relating
to stockholders' 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. “Liquidation” means the distributions of
the Trust Account to the Public Stockholders in connection with the redemption of shares of the Class A Common Stock held by such
Public Stockholders pursuant to the terms of the Company’s Amended and Restated Certificate of Incorporation, if the Company fails
to consummate a Business Combination.
(x) The Company will reserve and keep available that maximum number of its authorized but unissued securities that are issuable upon
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 shares of Class
A Common Stock, warrants or any options or other securities convertible into shares of Class A Common Stock, or any preferred
shares, in each case, that participate in any manner in the Trust Account or that vote as a class with the shares of Class A Common
Stock 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, to the extent required by Rule 13a-15(f) under the Exchange Act,
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 Certificate of Incorporation or bylaws.
(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 Stockholders. The Company may forego obtaining
such waivers only if the Company shall have received the approval of any of its Chief Executive Officers.
(ee) The Company may consummate the initial Business Combination and conduct redemptions of shares of Class A Common Stock for cash
upon consummation of such Business Combination without a stockholder 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 stockholder of the Company with the opportunity prior to the consummation of
the initial Business Combination to redeem the shares of Class A Common Stock held by such stockholder 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
Shares and (y) any interest income earned on the funds held in the Trust Account not previously released to pay franchise and
income taxes, divided by (B) the total number of Shares sold in the Offering (the “Public Stock”) then outstanding,
subject to the limitation that no redemptions will take place if all of the redemptions would cause our net tangible assets to
be less than $5,000,001. If, however, a stockholder vote is required by law or stock exchange listing requirement in connection
with the initial Business Combination or the Company decides to hold a stockholder vote for business or other legal reasons, the
Company will submit such Business Combination to the Company’s stockholders 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, the Private Placement Shares, and any other shares of Class A Common Stock purchased during or after the
Offering in favor of the Company’s initial Business Combination. If the Company seeks stockholder approval of the initial Business
Combination, the Company will offer to each Public Stockholder holding shares of Class A Common Stock 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 Shares and (2) any interest income earned on the funds held in the Trust Account
not previously released to pay franchise and income taxes, divided by (II) the total number of Public Stock then outstanding,
subject to the limitation that no redemptions will take place if all of the redemptions would cause our net tangible assets to
be less than $5,000,001. If the Company seeks stockholder approval of the initial Business Combination, the Company may proceed
with such Business Combination only if a majority of the outstanding shares of common stock voted by the stockholders at a duly
held stockholders meeting are voted to approve such Business Combination. If, after seeking and receiving such stockholder approval,
the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders who affirmatively
requested such redemption. Only Public Stockholders holding shares of Class A Common Stock 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 Certificate of Incorporation and bylaws 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 capital stock 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, 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 Stock, 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 franchise and income taxes, and less up to $100,000 of interest
to pay dissolution expenses), divided by the number of then outstanding Public Stock, which redemption will completely extinguish
Public Stockholders’ rights as stockholders (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 stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations
under Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders holding
shares of Class A Common Stock 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 Certificate of Incorporation that
would affect the substance or timing of the Company’s obligation to redeem 100% of the outstanding Public Stock if the Company
has not consummated a Business Combination within twenty-four months from the closing of the Offering or with respect to any other
material provisions relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company offers to
redeem the Public Stock in connection with such amendment, as described in the Pricing Prospectus and Prospectus.
(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 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
Stockholders approve an amendment to the Amended and Restated Certificate of Incorporation extending such deadline), the Deferred
Discount will not be paid to the Underwriters and will, instead, be included in the distribution of the proceeds held in the Trust
Account made to the Public Stockholders 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 Shares within the meaning of the Act and (ii) completion of the 180-day
restricted period referred to in Section 5(e) hereof.
(jj) Upon the earlier to occur of the expiration or termination of the Underwriters’ option to purchase Optional Shares, 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) 562,500 by (b) a fraction, (i) the numerator of which is 2,250,000 minus the number
of Optional Shares purchased by the Underwriters upon the exercise of their option to purchase Optional Shares, and (ii) the denominator
of which is 2,250,000. For the avoidance of doubt, if the Underwriters exercise their option to purchase Optional Shares 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 Shares 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 Shares 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 Shares, (ii) the date on which the Shares are listed
on The Nasdaq Capital Market (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 agrees that such action is not at the time necessary or advisable, use all reasonable
efforts to file and make such statements or reports at such times as are or may be required to qualify the Shares 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) 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 II(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; and
(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) 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 and accountants in connection with the registration of the Shares
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 Shares; (iii) all expenses in connection
with the qualification of the Shares 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 Shares on The Nasdaq Capital Market; (v) the filing fees
incident to, and the fees and disbursements of counsel for the Underwriters in connection with, any required review by FINRA of
the terms of the sale of the Shares (such fees and disbursements of counsel to the Underwriters not to exceed $25,000); (vi) the
cost of preparing stock 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 Shares 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, to the Company’s knowledge, threatened by the Commission; no stop order suspending
or preventing the use of the Pricing Prospectus or Prospectus shall have been initiated or, to the Company’s knowledge, 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;
(b) Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the Underwriters, shall have furnished to you such written opinion or
opinions, in form and substance reasonably satisfactory to the Representatives, 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) Debevoise & Plimpton LLP, 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;
(d) 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, Withum shall have furnished to you a letter or letters, dated the respective dates of delivery thereof,
in form and substance reasonably satisfactory to you;
(e) On the effective date of the Registration Statement, the Company shall have delivered to the Representatives executed copies of
the Trust Agreement, the Founder’s Subscription Agreement, the Private Placement Shares Purchase Agreement, the Insider Letters
and the Registration Rights Agreement;
(f)
(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 capital stock 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, management, financial position, stockholders’ equity
or results of operations of the Company, taken as a whole, 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 Shares, 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 Shares being delivered at such Time of Delivery on the terms and in
the manner contemplated in the Pricing Prospectus and the Prospectus;
(g) On or after the Applicable Time (i) no downgrading shall have occurred in the rating accorded the Company’s debt securities or
preferred stock 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 stock;
(h) 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;
(i) 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 Nasdaq Capital Market; (ii) a suspension or material limitation in trading in the Company’s
securities on The Nasdaq Capital Market; (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 Shares being delivered
at such Time of Delivery on the terms and in the manner contemplated in the Pricing Prospectus and the Prospectus;
(j) The Shares to be sold at such Time of Delivery shall have been duly listed, subject to notice of issuance, on The Nasdaq Capital
Market;
(k) The
Company shall have obtained and delivered to the Underwriters executed copies of the Insider Letters from [Brendan Wallace and Andriy
Mykhaylovskyy], substantially to the effect set forth in Section 5(e) hereof in form and substance reasonably satisfactory to you;
(l) 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
(m) The Company shall have furnished or caused to be furnished to you at such Time of Delivery certificates of officers of the Company
reasonably 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 (e) 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, the directors, officers, employees, affiliates and agents of
each Underwriter, each person who controls any Underwriter within the meaning of either the Act or otherwise and each affiliate
of 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 documented out-of-pocket
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.
(b) Each Underwriter, severally and not jointly, will indemnify and hold harmless the Company, each of its directors and director
nominees, each of its officers who signs the Registration Statement, and each persons who controls the Company within the meaning
of either the Act or otherwise, 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 documented out-of-pocket
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 or on behalf of 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 [first, second, seventh and eleventh] 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 reasonably 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.
(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 Shares.
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 Shares 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.
10. (a) If any Underwriter shall default in its obligation to purchase the Shares 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 Shares 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 Shares, 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 Shares 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 Shares, or the Company notifies you that it
has so arranged for the purchase of such Shares, 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 Shares.
(b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by you
and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased does not exceed
one-eleventh of the aggregate number of all the Shares 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 Shares 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 Shares which such Underwriter agreed to purchase hereunder) of the Shares 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 Shares of a defaulting Underwriter or Underwriters by you
and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased exceeds one-eleventh
of the aggregate number of all the Shares 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 Shares 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 Shares) 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.
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 Shares.
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 Shares are not delivered by
or on behalf of the Company as provided herein or the Underwriters decline to purchase the Shares for any reason permitted under
this Agreement, the Company will reimburse the Underwriters through you for all documented out-of-pocket expenses approved in
writing by you, including the documented fees and disbursements of counsel, reasonably incurred by the Underwriters in making
preparations for the purchase, sale and delivery of the Shares 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.
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 [Deutsche Bank Securities Inc., 60 Wall Street, New
York, New York 10005, Attention: XX and to Citigroup Global Markets Inc., 388 Greenwich Street, New York, New York, 10013, Attention: General Counsel (fax no.: (646) 291-1469)
and to Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282-2198, Attention: Registration Department, email: IR-GSPCS@ny.email.gs.com]; in care of [ XX ]; 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 the representatives at [Deutsche Bank Securities Inc., 60 Wall Street, New York, New York 10005, Attention: XX and to Citigroup Global Markets Inc., 388 Greenwich Street, New York, New York, 10013, Attention: General Counsel (fax no.: (646) 291-1469)
and to Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282-2198, Attention: Registration Department, email: IR-GSPCS@ny.email.gs.com]; 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.
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 Shares 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 Shares 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.
None of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation,
investment advice, or solicitation of any action by the Underwriters with respect to any entity or natural person.
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. The Company agrees
that any suit or proceeding arising in respect of this Agreement or any transaction contemplated by this Agreement will be tried
exclusively in the U.S. District Court for the Southern District of New York or, if that court does not have subject matter jurisdiction,
in any state court located in The City and County of New York and the Company agrees to submit to the jurisdiction of, and to
venue in, such courts.
19.
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.
20.
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. Delivery of this Agreement
by one party to the other may be made by facsimile, electronic mail (including any electronic signature complying with the New
York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable
law) or other transmission method, and the parties hereto agree that any counterpart so delivered shall be deemed to have been
duly and validly delivered and be valid and effective for all purposes.
21.
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.
22.
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).
“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.
[Signature
Page Follows]
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Very truly yours, |
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[ ] |
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By: |
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Name: [ ] |
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Title: [ ] |
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| Accepted as of the date hereof: |
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| Deutsche Bank Securities Inc. |
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| By: |
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Name: |
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Title: |
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Citigroup Global Markets Inc.
| By: |
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Name: |
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Title: |
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| Goldman Sachs & Co. LLC |
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| By: |
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Name: |
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Title: |
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On behalf of each of the Underwriters |
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| SCHEDULE
I |
|
| |
|
|
|
Number
of Optional |
|
| |
|
|
|
Shares
to be |
|
| |
|
Total
Number of |
|
Purchased
if |
|
| |
|
Firm
Shares |
|
Maximum
Option |
|
| Underwriter |
|
to
be Purchased |
|
Exercised |
|
| Deutsche
Bank Securities Inc. |
|
|
|
|
|
| Citigroup Global Markets Inc. |
|
|
|
|
|
| Goldman Sachs & Co. LLC |
|
|
|
|
|
| |
|
|
|
|
|
| Total |
|
15,000,000 |
|
2,250,000 |
|
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 Share is $10.00.
The
number of Shares purchased by the Underwriters is 15,000,000.
(d) Written
Testing-the-Waters Communication:
None.
