Attached files
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S-1/A - S-1/A - NextDecade Corp. | d32031.htm |
EX-10.6(III) - EX-10.6(III) - NextDecade Corp. | fs12014a4ex10vi3_harmony.htm |
EX-10.6(IV) - EX-10.6(IV) - NextDecade Corp. | fs12014a4ex10vi4_harmony.htm |
EX-10.9 - EX-10.9 - NextDecade Corp. | fs12015a5ex10ix_harmony.htm |
EX-5.1 - EX-5.1 - NextDecade Corp. | fs12014a4ex5i_harmony.htm |
EX-23.1 - EX-23.1 - NextDecade Corp. | fs1a1ex23i_harmonymerg.htm |
EX-10.6(I) - EX-10.6(I) - NextDecade Corp. | fs12014a4ex10vi1_harmony.htm |
EX-10.6(II) - EX-10.6(II) - NextDecade Corp. | fs12014a4ex10vi2_harmony.htm |
Exhibit 1.1
UNDERWRITING AGREEMENT
between
HARMONY MERGER CORP.
and
CANTOR FITZGERALD & CO.
Dated: __________, 2015
HARMONY MERGER CORP.
UNDERWRITING AGREEMENT
New York, New York
__________, 2015
CANTOR FITZGERALD & CO.
499 Park Avenue
New York, NY 10022
As Representative of the
Several Underwriters named in Schedule I hereto
Re: Public Offering of Securities
Ladies and Gentlemen:
The undersigned, Harmony Merger Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“CF&CO”) and with the other underwriters named on Schedule I hereto, for which CF&CO is acting as representative (CF&CO, in its capacity as representative, is referred to herein as the “Representative”; the Representative and the other underwriters are collectively referred to as the “Underwriters” or, individually, an “Underwriter”) as follows:
1. Purchase and Sale of Securities.
1.1 Firm Securities.
1.1.1 Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, an aggregate of 10,000,000 units (“Firm Units”) of the Company, at a purchase price (net of discounts and commissions and the Deferred Underwriting Commission described in Section 1.3 below) of $9.4675 per Firm Unit. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule I attached hereto and made a part hereof at a purchase price (net of discounts and commissions and the Deferred Underwriting Commission) of $9.4675 per Firm Unit. The Firm Units are to be offered initially to the public (“Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of common stock, $0.0001 par value, of the Company (“Common Stock”), and one warrant to purchase three-fourths (3/4) of a share of Common Stock (the “Warrant”). The Common Stock and the Warrants included in the Firm Units will trade separately on the 10th Business Day (as defined below) following the earlier to occur of the expiration of the Underwriters’ Over-allotment Option (as defined below), the exercise in full or the announcement by the Underwriters of its intention not to exercise all or any remaining portion of the Over-allotment Option, but in no event will the Common Stock and the Warrants included in the Firm Units trade separately prior to the Business Day after (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit Private Placement (as defined in Section 1.4) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. Each Warrant entitles its holder to purchase three-fourths (3/4) of one share of Common Stock for a price of $11.50 per full share, during the period commencing on the later of the 30th day following consummation by the Company of its Business Combination (as defined below) or twelve (12) months from the date of the Prospectus (as defined in Section 2.1.1 hereof); provided, in each case, that an effective registration statement under the Act (as defined in Section 1.4.1 hereof) covering the Common Stock underlying the Warrants and a current prospectus in respect thereof are available. The Warrants will expire at 5:00 p.m., New York City time, on the five-year anniversary of the consummation by the Company of its merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”), or earlier upon redemption, as described in the Registration Statement (as defined below).
1.1.2 Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 a.m., New York City time, on the third (3rd) Business Day (as defined below) following the commencement of trading of the Units, or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of Ellenoff Grossman & Schole LLP (“EGS”) or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units is called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds, payable as follows: $96,425,000 of the proceeds received by the Company for the Firm Units shall be deposited in the trust account established by the Company for the benefit of the Public Stockholders (as defined below) and the Underwriters, as described in the Registration Statement (“Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company (“CST”). The amount deposited in the Trust Account shall include an aggregate of $3,000,000 ($0.30 per Firm Unit), payable to the Representative as a Deferred Underwriting Commission, in accordance with Section 1.3 hereof. The remaining proceeds (less commissions and actual expense payments or other fees payable pursuant to this Agreement), if any, shall be paid (subject to Section 3.13 hereof) to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public Stockholders” means the holders of Common Stock sold as part of the Units in the Offering or acquired in the aftermarket, including any Company stockholder prior to the Offering to the extent they acquire such Common Stock in the aftermarket (and solely with respect to such Common Stock). “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City.
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1.2 Over-Allotment Option.
1.2.1 Option Units. The Underwriters are hereby granted, severally and not jointly, an option (the “Over-allotment Option”) to purchase up to an additional 1,500,000 units (the “Option Units”) solely for the purposes of covering any over-allotments, if any, in connection with the distribution and sale of the Firm Units. Such Option Units shall, at the Representative’s election, be purchased for each account of the several Underwriters in the same proportion as the number of Firm Units, set forth opposite such Underwriter’s name on Schedule I hereto, bears to the total number of Firm Units (subject to adjustment by the Representative to eliminate fractions). Such Option Units shall be identical in all respects to the Firm Units. The Firm Units and the Option Units are hereinafter collectively referred to as the “Units,” and the Units, the Common Stock and the Warrants included in the Units and the Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”) are hereinafter referred to collectively as the “Public Securities.” No Option Units shall be sold or delivered unless the Firm Units previously have been, or simultaneously are, sold and delivered. The right to purchase the Option Units, or any portion thereof, may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative to the Company. The purchase price to be paid for each Option Unit will be the same price per Firm Unit set forth in Section 1.1.1 hereof.
1.2.2 Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Units within 45 days after the effective date (“Effective Date”) of the Registration Statement (as defined in Section 2.1.1 hereof). The Underwriters will not be under any obligation to purchase any Option Units prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company by the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Units to be purchased and the date and time for delivery of and payment for the Option Units (the “Option Closing Date”), which will not be later than five (5) full Business Days after the date of the notice or such other time and in such other manner as shall be agreed upon by the Company and the Representative, at the offices of EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Units does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Units specified in such notice.
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1.2.3 Payment and Delivery. Payment for the Option Units shall be made on the Option Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds, payable as follows: $10.00 per Option Unit shall be deposited in the Trust Account pursuant to the Trust Agreement upon delivery to the Underwriters of certificates (in form and substance satisfactory to the Underwriters) representing the Option Units (or through the facilities of DTC) for the account of the Underwriters. The amount deposited in the Trust Account shall include an aggregate of $0.30 per Option Unit (up to $450,000), payable to the Representative as a Deferred Underwriting Commission, in accordance with Section 1.3 hereof, in the Trust Account. The certificates representing the Option Units to be delivered will be in such denominations and registered in such names as the Representative requests in writing not less than two full Business Days prior to the Closing Date or the Option Closing Date, as the case may be, and will be made available to the Representative for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one full Business Day prior to such Closing Date. The Company shall not be obligated to sell or deliver the Option Units except upon tender of payment by the Representative for applicable Option Units.
1.3 Deferred Underwriting Commission. The Representative agrees that 3.00% of the gross proceeds from the sale of the Firm Units ($3,000,000) and the Option Units (up to $450,000) (the “Deferred Underwriting Commission”) will be deposited in and held in the Trust Account and payable directly from the Trust Account, without accrued interest. One Million Six Hundred Twenty-Five Thousand ($1,625,000) of the Deferred Underwriting Commission (plus up to $243,750 if the Over-allotment Option is exercised in full) shall be paid by the Company to the Representative in cash upon the closing of the Company’s Business Combination. The other One Million Three Hundred Seventy-Five Thousand ($1,375,000) of the Deferred Underwriting Commission (plus up to $206,250 if the Over-allotment Option is exercised in full) shall be payable by the Company in cash upon the closing of the Company’s Business Combination to certain parties who are instrumental in advising the Company in connection with the closing of the Business Combination, including the Representative, provided any such party is a member of the Financial Industry Regulatory Authority (“FINRA”), on either a contingent or non-contingent basis, as determined by the Company in its sole discretion; provided, however, that (1) any portion of the Deferred Underwriting Commission relating to an allocation made on a contingent basis where the contingency is not met shall not be paid to any party and (2) if no allocation is made by the Company with respect to any portion of the Deferred Underwriting Commission, then all of such unallocated portion of the Deferred Underwriting Commission shall be paid by the Company to the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative, on behalf of itself and the other Underwriters, agrees that: (i) the several Underwriters shall forfeit any rights or claims to the Deferred Underwriting Commission; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public Stockholders.
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1.4 Private Placements.
1.4.1 In connection with the Company’s organization, the Company issued to its initial stockholders (the “Insider Stockholders”), for an aggregate consideration of $25,000, 2,875,000 shares of Common Stock in a private placement (the “Insider Private Placement”) exempt from registration under Section 4(2) of the Securities Act of 1933, as amended (the “Act”). On November 7, 2014, the Company effected a stock dividend of approximately 0.5 shares of Common Stock for each outstanding share of Common Stock, resulting in the Insider Stockholders owning an aggregate of 3,026,250 shares of Common Stock (the “Insider Shares”) (up to 382,500 of which are subject to forfeiture to the extent the Over-allotment Option is not exercised in full). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Insider Private Placement. Other than in a Permitted Transfer (as defined below), none of the Insider Shares may be sold, assigned or transferred by the Insider Stockholders until the earlier of: (i) with respect to 50% of such Insider Shares, the earlier of one year after the date of consummation of the Business Combination and the date on which the closing price of the Common Stock equals or exceeds $12.50 for any 20 trading days within a 30-trading pay period following the consummation of the Business Combination and (ii) with respect to the remaining 50% of such Insider Shares, one year after the date of the consummation of the Business Combination or earlier, in either case, if, subsequent to the Business Combination, the Company engages in a liquidation, merger, stock exchange or other similar transaction resulting in all of the Company’s stockholders having the right to exchange their shares for cash, securities or other property. The Insider Stockholders shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a Business Combination. The Insider Stockholders shall not have redemption rights with respect to the Insider Shares. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 382,500 of the Insider Shares shall be subject to forfeiture by the Insider Stockholders. The Insider Stockholders will be required to forfeit only such number of Insider Shares such that the Insider Shares will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the purchase of the Placement Units (as defined below) and any shares purchased by the Insider Stockholders in the Offering or in the aftermarket).
1.4.2 Simultaneously with the Closing Date, the Insider Stockholders will consummate the purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.23.2 hereof), an aggregate of 575,000 units (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Unit is referred to herein as the “Unit Private Placement.” The warrants included in the Placement Units are referred to herein as the “Placement Warrants.” The Placement Units, the shares of Common Stock and Placement Warrants included in the Placement Units, and the shares of Common Stock issuable upon exercise of the Placement Warrants, are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Units sold in the Unit Private Placement. The Insider Stockholders have also agreed that, in the event that the Over-allotment Option is exercised by the Underwriters, the Insider Stockholders will purchase up to 30,000 additional Placement Units, on a pro rata basis, in order that at least $10.00 per share sold to the public in the Offering is held in trust regardless of whether the Over-allotment Option is exercised in full or in part. The Placement Units are identical to the Firm Units except that the Placement Warrants will be non-redeemable by the Company and may be exercised on a cashless basis so long as they are held by the Insider Stockholders or their permitted transferees. None of the Placement Securities may be sold, assigned or transferred by the Insider Stockholders until after consummation of a Business Combination. The Public Securities, the Placement Securities and the Insider Shares are hereinafter referred to collectively as the “Securities.”
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1.5 Working Capital; Interest on Trust.
1.5.1 Working Capital. Upon consummation of the Offering, initially $750,000 of the Offering proceeds will be released to the Company and held outside of the Trust Account to fund the working capital requirements of the Company.
1.5.2 Interest
Income. Prior to the Company’s consummation of a Business Combination or the Company’s liquidation, all
interest earned on the Trust Account may be released to the Company to pay income or any other taxes incurred by the Company, as
more fully described in the Prospectus. 2. Representations
and Warranties of the Company. The Company represents and warrants to the Underwriters as follows: 2.1 Filing
of Registration Statement. 2.1.1 Pursuant
to the Act. The Company has filed with the Commission a registration statement and amendments thereto, on Form S-1 (File No.
333-197330), including any related preliminary prospectus (“Preliminary Prospectus”), including any prospectus
that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration
of the Units under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity
with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission
under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions
to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file
with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules,
exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof
as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,”
and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form
of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations,
filed by the Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.”
For purposes of this Agreement, “Time of Sale,” as used in the Act, means 5:00 p.m. New York City time,
on the date of this Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in
the Registration Statement filed on [October 10], 2014, for distribution by the Underwriters (such Preliminary Prospectus used
most recently prior to the Time of Sale, the “Sale Preliminary Prospectus”). If the Company has filed,
or is required pursuant to the terms hereof to file, a Registration Statement pursuant to Rule 462(b) under the Act registering
additional securities of any type or an amendment to a Registration Statement (a “Rule 462(b) Registration Statement”),
then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be
deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes
effective upon filing, together with any correspondence letters between the Company and/or counsel for the Company and the Commission,
no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities
have been registered for public sale under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement
is filed, will be duly registered for public sale under the Act with the filing of such Rule 462(b) Registration Statement. The
Registration Statement has been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement,
the Company or the Representative has determined that at the Time of Sale, the Sale Preliminary Prospectus includes an untrue statement
of a material fact or omitted a statement of material fact necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading and the Company and the Representative have agreed to provide an opportunity to purchasers
of the Units to terminate their old purchase contracts and enter into new purchase contracts, then the Sale Preliminary Prospectus
will be deemed to include any additional information available to purchasers at the time of entry into the first such new purchase
contract. 2.1.2 Pursuant
to the Exchange Act. The Company has filed with the Commission a Registration Statement on Form 8-A (File Number 001-_____)
providing for the registration under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
of the Units, the Common Stock and the Warrants. The registration of the Units, Common Stock and Warrants under the Exchange Act
has been declared effective by the Commission on the date hereof and the Units, the Common Stock and the Warrants have been registered
pursuant to Section 12(b) of the Exchange Act. 2.1.3 No
Stop Orders, Etc. Neither the Commission nor, to the Company’s knowledge, any federal, state or other regulatory authority
has issued any order or threatened to issue any order preventing or suspending the use of the Registration Statement, any Preliminary
Prospectus, the Sale Preliminary Prospectus or Prospectus or any part thereof, or has instituted or, to the Company’s knowledge,
threatened to institute any proceedings with respect to such an order. 2.2 Disclosures
in Registration Statement. 2.2.1 10b-5
Representation. At the time of effectiveness of the Registration Statement (or at the time any post-effective amendment to
the Registration Statement) and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the
Registration Statement, the Sale Preliminary Prospectus and the Prospectus do and will contain all material statements that are
required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform
to the requirements of the Act and the Regulations. The Registration Statement, as of the effective date, did not, and the amendments
and supplements thereto, as of their respective dates, will not contain any untrue statement of a material fact or omit to state
any material fact required to be stated therein, or necessary to make the statements therein, not misleading. The Prospectus, as
of its date and the Closing Date or the Option Closing Date, as the case may be, did not, and the amendments and supplements thereto,
as of their respective dates, will not, include any untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Sale
Preliminary Prospectus, as of the Time of Sale (or such subsequent Time of Sale pursuant to Section 2.1.1), did not include any
untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading. When any Preliminary Prospectus or the Sale Preliminary
Prospectus was first filed with the Commission (whether filed as part of the Registration Statement for the registration of the
Public Securities or any amendment thereto or pursuant to Rule 424(a) of the Regulations) and when any amendment thereof or supplement
thereto was first filed with the Commission, such Preliminary Prospectus or the Sale Preliminary Prospectus and any amendments
thereof and supplements thereto complied or will have been corrected in the Sale Preliminary Prospectus and the Prospectus to comply
in all material respects with the applicable provisions of the Act and the Regulations and did not and will not contain an untrue
statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not misleading. The representation and warranty
made in this Section 2.2.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written
information furnished to the Company with respect to the Underwriters by the Representative expressly for use in the Registration
Statement, the Sale Preliminary Prospectus or the Prospectus or any amendment thereof or supplement thereto. The parties acknowledge
and agree that such information provided by or on behalf of any Underwriter consists solely of the names of the several Underwriters,
the information with respect to dealers’ concessions and reallowances contained in the section entitled “Underwriting
– Pricing of Securities,” and the identity of counsel to the Underwriters contained in the section entitled “Legal
Matters” (such information, collectively, the “Underwriters’ Information”). 2.2.2 Disclosure
of Agreements. The agreements and documents described in the Registration Statement, the Sale Preliminary Prospectus and the
Prospectus conform to the descriptions thereof contained therein and there are no agreements or other documents required to be
described in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus or to be filed with the Commission
as exhibits to the Registration Statement, that have not been so described or filed. Each agreement or other instrument (however
characterized or described) to which the Company is a party or by which its property or business is or may be bound or affected
and (i) that is referred to in the Registration Statement (or attached as an exhibit thereto), Sale Preliminary Prospectus or
the Prospectus, or (ii) is material to the Company’s business, has been duly authorized and validly executed by the Company,
is in full force and effect and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto,
in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar
laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be
limited under the foreign, federal and state securities laws, and (z) that the remedy of specific performance and injunctive and
other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding
therefor may be brought. None of such agreements or instruments has been assigned by the Company, and neither the Company nor,
to the Company’s knowledge, any other party is in breach or default thereunder and, to the Company’s knowledge, no
event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a breach or default thereunder.
To the Company’s knowledge, the performance by the Company of the material provisions of such agreements or instruments
will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental
agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses, including, without
limitation, those relating to environmental laws and regulations. 2.2.3 Prior
Securities Transactions. No securities of the Company have been sold by the Company or by or on behalf of, or for the benefit
of, any person or persons controlling, controlled by, or under common control with the Company since the date of the Company’s
formation, except as disclosed in the Registration Statement. 2.2.4 Regulations.
The disclosures in the Registration Statement and the Sale Preliminary Prospectus and Prospectus concerning the effects of federal,
foreign, state and local regulation on the Company’s business as currently contemplated are correct in all material respects
and do not omit to state a material fact necessary to make the statements therein, in the light of the circumstances in which they
were made, not misleading. 2.3 Changes
After Dates in Registration Statement. 2.3.1 No
Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Sale
Preliminary Prospectus and the Prospectus, except as otherwise specifically stated therein, (i) there has been no material adverse
change in the condition, financial or otherwise, or business prospects of the Company, (ii) there have been no material transactions
entered into by the Company, other than as contemplated pursuant to this Agreement, (iii) no member of the Company’s board
of directors (the “Board of Directors”) or management has resigned from any position with the Company and (iv)
no event or occurrence has taken place which materially impairs, or would likely materially impair, with the passage of time, the
ability of the members of the Board of Directors or management to act in their capacities with the Company as described in the
Registration Statement, the Sale Preliminary Prospectus and the Prospectus. 2.3.2 Recent
Securities Transactions. Subsequent to the respective dates as of which information is given in the Registration Statement,
the Sale Preliminary Prospectus and the Prospectus, and except as may otherwise be indicated or contemplated herein or therein,
the Company has not (i) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money;
or (ii) declared or paid any dividend or made any other distribution on or in respect to its equity securities. 2.4 Independent
Accountants. To the Company’s knowledge, Marcum LLP (“Marcum”), whose report is filed with the Commission
as part of the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and included in the Registration Statement,
the Sale Preliminary Prospectus and the Prospectus, are independent registered public accountants as required by the Act and the
Regulations. To the Company’s knowledge, Marcum is currently registered with the Public Company Accounting Oversight Board
(“PCAOB”) and is currently in good standing with the PCAOB. Marcum has not, during the periods covered by the
financial statements included in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, provided to the
Company any non-audit services, as such term is used in Section 10A(g) of the Exchange Act. 2.5 Financial
Statements; Statistical Data. 2.5.1 Financial
Statements. The financial statements, including the notes thereto and supporting schedules (if any) included in the Registration
Statement, the Sale Preliminary Prospectus and the Prospectus fairly present the financial position, the results of operations
and the cash flows of the Company at the dates and for the periods to which they apply; such financial statements have been prepared
in conformity with United States generally accepted accounting principles (“GAAP”), consistently applied throughout
the periods involved; and the supporting schedules included in the Registration Statement, the Sale Preliminary Prospectus and
the Prospectus present fairly the information required to be stated therein in conformity with the Regulations. No other financial
statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the
Sale Preliminary Prospectus or the Prospectus. The Registration Statement, the Sale Preliminary Prospectus and the Prospectus disclose
all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships
of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s
financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources,
or significant components of revenues or expenses. There are no pro forma or as adjusted financial statements that are required
to be included in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus in accordance with Regulation
S-X or Form 10 that have not been included as required. 2.5.2 Statistical
Data. The statistical, industry-related and market-related data included in the Registration Statement, the Sale Preliminary
Prospectus and/or the Prospectus are based on or derived from sources that the Company reasonably and in good faith believes are
reliable and accurate, and such data materially agree with the sources from which they are derived. 2.6 Authorized
Capital; Options. The Company had at the date or dates indicated in each of the Registration Statement, the Sale Preliminary Prospectus
and the Prospectus, as the case may be, duly authorized, issued and outstanding capitalization as set forth in the Registration
Statement, the Sale Preliminary Prospectus, and the Prospectus. Based on the assumptions stated in the Registration Statement,
the Sale Preliminary Prospectus, and the Prospectus, the Company will have on the Closing Date the adjusted stock capitalization
set forth therein. Except as set forth in, or contemplated by the Registration Statement, the Sale Preliminary Prospectus and the
Prospectus, on the Effective Date and on the Closing Date, there will be no options, warrants, or other rights to purchase or otherwise
acquire any authorized but unissued Common Stock or any security convertible into Common Stock, or any contracts or commitments
to issue or sell Common Stock or any such options, warrants, rights or convertible securities. 2.7 Valid
Issuance of Securities. 2.7.1 Outstanding
Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement
have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission
with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was
issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted
by the Company. The authorized and outstanding Common Stock conforms in all material respects to all statements relating thereto
contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus. All offers and sales and any transfers
of the outstanding securities of the Company were at all relevant times either registered under the Act and the applicable state
securities or Blue Sky laws or, based in part on the representations and warranties of the purchasers of such securities, exempt
from such registration requirements. 2.7.2 Securities
Sold Pursuant to this Agreement. The Securities have been duly authorized and reserved for issuance and when issued and paid
for in accordance with this Agreement, will be validly issued, fully paid and non-assessable; the holders thereof are not and
will not be subject to personal liability by reason of being such holders; the Securities are not and will not be subject to the
preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all
corporate action required to be taken for the authorization, issuance and sale of the Securities has been duly and validly taken.
The form of certificates for the Securities conform to the corporate law of the jurisdiction of the Company’s incorporation.
The Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Sale
Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Warrants will constitute valid and
binding obligations of the Company to issue and sell, upon exercise thereof and payment of the respective exercise prices therefor,
the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Warrants are
enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by
bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of
any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that
the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses
and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon
exercise of the Warrants have been reserved for issuance upon the exercise of such securities and upon payment of the consideration
therefor, and when issued in accordance with the terms thereof, such Common Stock will be duly and validly authorized, validly
issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason
of being such holders. 2.7.3 Placement
Units and Placement Warrants. The Placement Units and the Placement Warrants constitute valid and binding obligations of the
Company to issue and sell, upon exercise thereof and payment of the respective exercise prices therefor, the number and type of
securities of the Company called for thereby in accordance with the terms thereof, and such Placement Units and Placement Warrants
are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited
by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of
any indemnification or contribution provision may be limited under federal and state securities laws; and (iii) that the remedy
of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the
discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise
of the Placement Warrants have been reserved for issuance upon the exercise of the Placement Warrants and, when issued in accordance
with the terms of the Placement Warrants, will be duly and validly authorized, validly issued, fully paid and non-assessable, and
the holders thereof are not and will not be subject to personal liability by reason of being such holders. 2.7.4 No
Integration. Neither the Company nor any of its affiliates has, prior to the date hereof, made any offer or sale of any securities
which are required to be or may be “integrated” pursuant to the Act or the Regulations with the offer and sale
of the Securities pursuant to the Registration Statement. 2.8 Registration
Rights of Third Parties. Except as set forth in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus,
no holders of any securities of the Company or any rights exercisable for or convertible or exchangeable into securities of the
Company have the right to require the Company to register any such securities of the Company under the Act or to include any such
securities in a registration statement to be filed by the Company. 2.9 Validity
and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.21 hereof), the Trust Agreement,
the Administrative Services Agreement (as defined in Section 3.7.3 hereof), the Escrow Agreement (as defined in Section 2.22.3
hereof), the Registration Rights Agreement (as defined in Section 2.22.4) and the Subscription Agreements (as defined in Section
2.22.2 hereof) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid
and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as
such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights
generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal and
state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may
be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. 2.10 No
Conflicts, Etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement, the Trust Agreement,
the Administrative Services Agreement, the Escrow Agreement, the Registration Rights Agreement and the Subscription Agreements,
the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the
terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in
a breach or violation of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the
creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company
pursuant to the terms of any agreement, obligation, condition, covenant or instrument to which the Company is a party or bound
or to which its property is subject except pursuant to the Trust Agreement; (ii) result in any violation of the provisions of the
Amended and Restated Certificate of Incorporation and Bylaws, as amended, of the Company; or (iii) violate any existing applicable
statute, law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction
over the Company or any of its properties, business or assets constituted as of the date hereof. 2.11 No
Defaults; Violations. No default or violation exists in the due performance and observance of any term, covenant or condition
of any license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument
evidencing an obligation for borrowed money, or any other agreement or instrument to which the Company is a party or by which
the Company may be bound or to which any of the properties or assets of the Company is subject. The Company is not in violation
of any term or provision of its Amended and Restated Certificate of Incorporation and Bylaws, as amended, or in violation of any
franchise, license, permit, applicable law, rule, regulation, judgment or decree of any governmental agency or court, domestic
or foreign, having jurisdiction over the Company or any of its properties or businesses. 2.12 Corporate
Power; Licenses; Consents. 2.12.1 Conduct
of Business. The Company has all requisite corporate power and authority, and has all necessary authorizations, approvals,
orders, licenses, certificates and permits of and from all governmental regulatory officials and bodies that it needs as of the
date hereof to conduct its business for the purposes as described in the Registration Statement, the Sale Preliminary Prospectus
and the Prospectus. The disclosures in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus concerning
the effects of foreign, federal, state and local regulation on this Offering and the Company’s business purpose as currently
contemplated are correct in all material respects and do not omit to state a material fact required to be stated therein or necessary
in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Since its formation,
the Company has conducted no business and has incurred no liabilities other than in connection with its formation and in furtherance
of this Offering. 2.12.2 Transactions
Contemplated Herein. The Company has all requisite corporate power and authority to enter into this Agreement and to carry
out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith
have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body, foreign
or domestic, is required for the valid issuance, sale and delivery, of the Securities and the consummation of the transactions
and agreements contemplated by this Agreement, the Warrant Agreement, the Trust Agreement, the Administrative Services Agreement,
the Escrow Agreement, the Registration Rights Agreement and the Subscription Agreements and as contemplated by the Registration
Statement, the Sale Preliminary Prospectus and the Prospectus, except with respect to applicable foreign, federal and state securities
laws and the rules and regulations promulgated by FINRA. 2.12.3 Jurisdiction
and Designation. The Company has the power to submit, and pursuant to Section 10.7 of this Agreement has, to the extent permitted
by law, legally, validly, effectively and irrevocably submitted, to the jurisdiction of any New York State or United States Federal
court sitting in The City of New York, Borough of Manhattan. 2.13 D&O
Questionnaires. To the Company’s knowledge, all information contained in the questionnaires (the “Questionnaires”)
completed by each of the Company’s officers, directors, and Insider Stockholders (collectively, “Insiders”)
and provided to the Representative, as such Questionnaires may have been updated from time to time and confirmed by each of the
Insiders, and the biographies of the Insiders (to the extent a biography is included) contained in the Registration Statement,
Sale Preliminary Prospectus and the Prospectus is true and correct and the Company has not become aware of any information which
would cause the information disclosed in the Questionnaires completed by each Insider to become inaccurate, incorrect or incomplete. 2.14 Litigation;
Governmental Proceedings. There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation or governmental
proceeding pending, or to the Company’s knowledge, threatened against or involving the Company or any Insider or any stockholder
or member of an Insider that has not been disclosed or that is required to be disclosed, in the Registration Statement, the Sale
Preliminary Prospectus, the Prospectus or the Questionnaires. 2.15 Good
Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of
the jurisdiction of incorporation. The Company is duly qualified to do business and is in good standing as a foreign corporation
in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except
where the failure to qualify would not have a material adverse effect on the assets, business or operations of the Company (a
“Material Adverse Effect”). 2.16 No
Contemplation of a Business Combination. Prior to the date hereof, no Company Affiliate (as defined in Section 2.17.3) has, and
as of the Closing Date, the Company and such Company Affiliates will not have: (a) had any specific Business Combination under
consideration or contemplation; (b) directly or indirectly, contacted any potential operating assets, business or businesses that
the Company may seek to consummate a Business Combination with (each, a “Target Business”) or any owner, officer,
director, manager, agent or representative thereof or had any substantive discussions, formal or otherwise, with respect to effecting
any potential Business Combination with the Company or taken any measure, directly or indirectly to locate a Target Business; or
(c) engaged or retained any agent or other representative to identify or locate any Target Business for the Company. 2.17 Transactions
Affecting Disclosure to FINRA. 2.17.1 Finder’s
Fees. There are no claims, payments, arrangements, agreements or understandings relating to the payment of a finder’s,
consulting or origination fee by the Company or any Insider with respect to the sale of the Securities hereunder or any other arrangements,
agreements or understandings of the Company or, to the Company’s knowledge, any Insider that may affect the Underwriters’
compensation, as determined by FINRA. 2.17.2 Payments
Within 180 Days. The Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person,
as a finder’s fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing
to the Company persons who raised or provided capital to the Company; (ii) any FINRA member; or (iii) any person or entity that
has any direct or indirect affiliation or association with any FINRA member, within the 180-day period prior to the initial filing
date of the Registration Statement, other than the prior payments to the Representative described in the Registration Statement
and the Prospectus and payment to the Underwriters as provided hereunder in connection with the Offering. 2.17.3 FINRA
Affiliation. Except with respect to Eric Rosenfeld’s affiliation with Canaccord Genuity, no Officer or Director or any
beneficial owner (including the Insiders) of any class of the Company’s unregistered securities (whether debt or equity,
registered or unregistered, regardless of the time acquired or the source from which derived) has any direct or indirect affiliation
or association with any FINRA member (as determined in accordance with the rules and regulations of FINRA). The Company will advise
the Representative and EGS if it learns that any officer, director or owner of at least 5% of the Company’s outstanding
Common Stock (or securities convertible into Common Stock) (any such individual or entity, a “Company Affiliate”)
is or becomes an affiliate or associated person of a FINRA member participating in the Offering. 2.17.4 No
Company Affiliate is an owner of stock or other securities of any member of FINRA (other than securities purchased on the open
market). 2.17.5 No
Company Affiliate has made a subordinated loan to any member of FINRA. 2.17.6 No
proceeds from the sale of the Public Securities (excluding underwriting compensation) or the Placement Units, will be paid to any
FINRA member, or any persons associated or affiliated with a member of FINRA, except as specifically authorized herein. 2.17.7 The
Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a potential
underwriter in the Offering or a related person (as defined by FINRA rules) of such an underwriter within the 180-day period prior
to the initial filing date of the Registration Statement. 2.17.8 No
person to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date
of the Registration Statement has any relationship or affiliation or association with any member of FINRA. 2.17.9 To
the Company’s knowledge, no FINRA member intending to participate in the Offering has a conflict of interest with the Company.
For this purpose, a “conflict of interest” exists when a member of FINRA and/or its associated persons,
parent or affiliates in the aggregate beneficially own 10% or more of the Company’s outstanding subordinated debt or common
equity, or 10% or more of the Company’s preferred equity. “Members participating in the Offering”
include managing agents, syndicate group members and all dealers which are members of FINRA. 2.17.10 Except
with respect to the Representative in connection with the Offering, the Company has not entered into any agreement or arrangement
(including, without limitation, any consulting agreement or any other type of agreement) during the 180-day period prior to the
initial filing date of the Registration Statement, which arrangement or agreement provides for the receipt of any item of value
and/or the transfer or issuance of any warrants, options, or other securities from the Company to a FINRA member, any person associated
with a member (as defined by FINRA rules), any potential underwriters in the Offering and/or any related persons. 2.18 Taxes. 2.18.1 There
are no transfer taxes or other similar fees or charges under Delaware law, U.S. federal law or the laws of any U.S. state or any
political subdivision of Delaware or the United States, required to be paid in connection with the execution and delivery of this
Agreement or the issuance or sale by the Company of the Public Securities. 2.18.2 The
Company has filed all non-U.S., U.S. federal, state and local tax returns required to be filed with taxing authorities prior to
the date hereof in a timely manner or has duly obtained extensions of time for the filing thereof. The Company has paid all taxes
shown as due on such returns that were filed and has paid all taxes imposed on it and any other assessment, fine or penalty levied
against it, to the extent that any of the foregoing is due and payable. The Company has made appropriate provisions in the applicable
financial statements referred to in Section 2.5.1 above in respect of all federal, state, local and foreign income and franchise
taxes for all current or prior periods as to which the tax liability of the Company has not been finally determined. 2.18.3 Except
for any income or franchise taxes imposed on the Underwriters by Delaware or the United States or any political subdivision or
taxing authority thereof or therein as a result of any present or former connection between the Underwriters and the jurisdiction
imposing such tax, no value added tax will have to be charged by the Company and no stamp or other issuance or transfer taxes or
duties and no capital gains, income, withholding or other taxes are payable by or on behalf of the Underwriters to Delaware or
the United States or any political subdivision or taxing authority thereof or therein, in connection with (i) the issuance and
authentication of the Securities; (ii) the sale of the Securities to the Underwriters in the manner contemplated herein; or (iii)
the resale and delivery of such Securities by the Underwriters in the manner contemplated in the Sale Preliminary Prospectus and
the Prospectus. 2.19 Foreign
Corrupt Practices Act; Anti-Money Laundering; Patriot Act 2.19.1 Foreign
Corrupt Practices Act. Neither the Company nor to the Company’s knowledge any of the Insiders or any other person acting
on behalf of the Company has, directly or indirectly, given or agreed to give any money, gift or similar benefit (other than legal
price concessions to customers in the ordinary course of business) to any customer, supplier, employee or agent of a customer or
supplier, or official or employee of any governmental agency or instrumentality of any government (domestic or foreign) or any
political party or candidate for office (domestic or foreign) or other person who was, is, or may be in a position to help or hinder
the business of the Company (or assist it in connection with any actual or proposed transaction) that (i) might subject the Company
to any damage or penalty in any civil, criminal or governmental litigation or proceeding, (ii) if not given in the past, might
have had a Material Adverse Effect, or (iii) if not continued in the future, might adversely affect the assets, business or operations
of the Company. The Company has taken reasonable steps to ensure that its accounting controls and procedures are sufficient to
cause the Company to comply in all material respects with the Foreign Corrupt Practices Act of 1977, as amended. 2.19.2 Currency
and Foreign Transactions Reporting Act. The operations of the Company are and have been conducted at all times in compliance
with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transaction Reporting Act of 1970,
as amended, including the Money Laundering Control Act of 1986, as amended, the rules and regulations thereunder and any related
or similar money laundering statutes, rules, regulations or guidelines, issued, administered or enforced by any Federal governmental
agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court
or governmental agency, authority or body or any arbitrator involving the Company with respect to the Money Laundering Laws is
pending or, to the Company’s knowledge, threatened. 2.19.3 Bank
Secrecy Act; Patriot Act. Neither the Company nor to the Company’s knowledge, any Company Affiliate has violated: (i)
the Bank Secrecy Act of 1970, as amended, or (ii) the Uniting and Strengthening of America by Providing Appropriate Tools Required
to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, and/or the rules and regulations promulgated under any such
law, or any successor law. 2.20 Officers’
Certificate. Any certificate signed by any duly authorized officer or officers of the Company in connection with the Offering and
delivered to the Representative or to EGS shall be deemed a representation and warranty by the Company to the Underwriters as to
the matters covered thereby. 2.21 Warrant
Agreement. The Company has entered into a warrant agreement with respect to the Warrants and Placement Warrants with CST substantially
in the form filed as an exhibit to the Registration Statement (“Warrant Agreement”). 2.22 Agreements
With Insiders. 2.22.1 Insider
Letters. The Company has caused to be duly executed legally binding and enforceable agreements (except (i) as such enforceability
may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability
of any indemnification, contribution or noncompete provision may be limited under foreign, federal and state securities laws, and
(iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable
defenses and to the discretion of the court before which any proceeding therefor may be brought), a form of which is annexed as
an exhibit to the Registration Statement (“Insider Letter”), pursuant to which each of the Insiders of the Company
agree to certain matters as described in the Registration Statement, including restrictions on the transfer of the Insider Shares
and Placement Units. 2.22.2 Subscription
Agreements. The Insider Stockholders have executed and delivered subscription agreements, the form of which is annexed as
an exhibit to the Registration Statement (the “Subscription Agreements”), pursuant to which the
Insider Stockholders will, among other things, on the Closing Date, purchase and deliver the purchase price for an aggregate
of 575,000 Placement Units, in the Unit Private Placement. Pursuant to the Subscription Agreements, (i) each of the Insider
Stockholders has waived any and all rights and claims they may have to any proceeds, and any interest thereon, held in the
Trust Account in respect of the Placement Securities, and (ii) $5,750,000 of the proceeds from the sale of the Placement
Units have been deposited into an escrow account maintained by Graubard Miller (“Graubard”), who has irrevocable instructions to deposit such funds in the Trust Account in accordance with the terms of the Trust Agreement on the
Closing Date. 2.22.3 Escrow
Agreement. The Company has caused the Insider Stockholders to enter into an escrow agreement (the “Escrow Agreement”)
with CST, substantially in the form filed as an exhibit to the Registration Statement whereby Insider Shares will be held in escrow
by CST for a period (the “Escrow Period”) commencing on the Effective Date and expiring (i) with respect to
50% of the Insider Shares, on the earlier of the one year anniversary of the consummation of the Business Combination and the
date on which the closing price of the Common Stock exceeds $12.50 per share for any 20 trading days within a 30 trading day period
following the consummation of the Business Combination, and (ii) with respect to the remaining 50% of the Insider Shares, on the
one year anniversary of the consummation of the Business Combination, or earlier in each case in certain limited situations. During
the Escrow Period, such parties shall be prohibited from selling or otherwise transferring such Insider Shares, except in certain
limited circumstances set forth in the Escrow Agreement. The Escrow Agreement is enforceable against the Insider Stockholders
and will not, with or without the giving of notice or the lapse of time or both, result in a breach of, or conflict with, any
of the terms and provisions of, or constitute a default under, an agreement or instrument to which any of the Insider Stockholders
are a party. 2.22.4 Registration
Rights Agreement. The Company and the Insider Stockholders have entered into a Registration Rights Agreement (“Registration
Rights Agreement”) substantially in the form annexed as an exhibit to the Registration Statement, whereby such parties
will be entitled to certain registration rights with respect to the securities they hold or may hold, as set forth in such Registration
Rights Agreement and described more fully in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus. 2.22.5 Loans.
Certain Insiders of the Company have made loans to the Company in the aggregate amount of $50,000 (the “Insider Loans”)
pursuant to promissory notes substantially in the form annexed as an exhibit to the Registration Statement. The Insider Loans do
not bear any interest and are repayable by the Company on the consummation of the Offering. 2.23 Investment
Management Trust Agreement. The Company has entered into the Trust Agreement with respect to certain proceeds of the Offering and
the Unit Private Placement substantially in the form annexed as an exhibit to the Registration Statement, pursuant to which the
funds held in the Trust Account may be released under limited circumstances. 2.24 No
Existing Non-Competition Agreements. No Insider is subject to any non-competition agreement or non-solicitation agreement with
any employer or prior employer which could materially affect his ability to be an employee, officer and/or director of the Company,
except as disclosed in the Registration Statement. No officer or director of the Company is subject to any non-competition agreement
or non-solicitation agreement with any employer or prior employer that could materially affect each respective director’s
or officer’s ability to be and act in the capacity of a director or officer of the Company, except as disclosed in the Registration
Statement. 2.25 Investments.
No more than 45% of the “value” (as defined in Section 2(a)(41) of the Investment Company Act of 1940,
as amended (“Investment Company Act”)) of the Company’s total assets consist of, and no more than 45%
of the Company’s net income after taxes is derived from, securities other than “Government Securities” (as defined
in Section 2(a)(16) of the Investment Company Act) or money market funds meeting certain conditions under Rule 2a-7 of the Investment
Company Act. 2.26 Investment
Company Act. The Company is not required, and upon the issuance and sale of the Securities as herein contemplated and the application
of the net proceeds therefrom as described in the Sale Preliminary Prospectus and Prospectus will not be required, to register
as an “investment company” under the Investment Company Act. 2.27 Subsidiaries.
The Company does not own an interest in any corporation, partnership, limited liability company, joint venture, trust or other
business entity. 2.28 Related
Party Transactions. No relationship, direct or indirect, exists between or among any of the Company or any Company Affiliate, on
the one hand, and any director, officer, stockholder, customer or supplier of the Company or any Company Affiliate, on the other
hand, which is required by the Act, the Exchange Act or the Regulations to be described in the Registration Statement, the Sale
Preliminary Prospectus and the Prospectus which is not so described as required. There are no outstanding loans, advances (except
normal advances for business expenses in the ordinary course of business) or guarantees of indebtedness by the Company to or for
the benefit of any of the officers or directors of the Company or any of their respective family members, except as disclosed in
the Registration Statement, the Sale Preliminary Prospectus and the Prospectus. The Company has not extended or maintained credit,
arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any director
or officer of the Company. 2.29 No
Influence. The Company has not offered, or caused the Underwriters to offer, the Firm Units to any person or entity with the intention
of unlawfully influencing: (a) a customer or supplier of the Company or any affiliate of the Company to alter the customer’s
or supplier’s level or type of business with the Company or such affiliate or (b) a journalist or publication to write or
publish favorable information about the Company or any such affiliate. 2.30 Sarbanes-Oxley.
The Company is in material compliance with the provisions of the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations
promulgated thereunder and related or similar rules or regulations promulgated by any governmental or self-regulatory entity or
agency, that are applicable to it as of the date hereof. 2.31 Distribution
of Offering Material by the Company. The Company has not distributed and will not distribute, prior to the later of the Closing
Date and the completion of the Underwriters’ distribution of the Units, any offering material in connection with the offering
and sale of the Units other than the Sale Preliminary Prospectus and the Prospectus, in each case as supplemented and amended. 2.32 NASDAQ.
The Public Securities have been authorized for listing, subject to official notice of issuance and evidence of satisfactory distribution,
on the NASDAQ Capital Market, and the Company knows of no reason or set of facts that is likely to adversely affect such authorization. 2.33 Board
of Directors. As of the Effective Date, the Board of Directors of the Company will be comprised of the persons set forth under
the heading of the Sale Preliminary Prospectus and the Prospectus captioned “Management.” As of the Effective Date,
the qualifications of the persons serving as board members and the overall composition of the board will comply with the Sarbanes-Oxley
Act of 2002 and the rules promulgated thereunder and the rules of the NASDAQ Capital Market that are, in each case, applicable
to the Company. As of the Effective Date, the Company will have an Audit Committee that satisfies the applicable requirements under
the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder and the rules of the NASDAQ Capital Market. 2.34 Emerging
Growth Company. From its formation through the date hereof, the Company has been and is an “emerging growth company,”
as defined in Section 2(a) of the Act (an “Emerging Growth Company”). 2.35 Testing-The-Waters
Communications. The Company (a) has not engaged in any Testing-the-Waters Communication and (b) has not authorized anyone to engage
in Testing-the-Waters Communications. “Testing-the-Waters Communication” means any oral or written communication with
potential investors undertaken in reliance on Section 5(d) of the Act. 2.36 No
Disqualification Events. Neither the Company, nor any of its predecessors or any affiliated issuer, nor any director, executive
officer, or other officer of the Company participating in the Offering, nor any beneficial owner of 20% or more of the Company’s
outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule
405 under the Securities Act) connected with the Company in any capacity at the time of sale (each, a “Company
Covered Person” and, together, “Company Covered Persons”)
is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities
Act (a “Disqualification Event”), except for a Disqualification Event covered
by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Company Covered Person is subject
to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e),
and has furnished to the Representative a copy of any disclosures provided thereunder. 2.37 Other
Covered Persons. The Company is not aware of any person (other than any Company Covered Person) that has been or will be paid (directly
or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Securities. 2.38 Notice
of Disqualification Events. The Company will notify the Representative in writing, prior to the Closing Date of (i) any Disqualification
Event relating to any Company Covered Person and (ii) any event that would, with the passage of time, become a Disqualification
Event relating to any Company Covered Person. 3. Covenants
of the Company. The Company covenants and agrees as follows: 3.1 Amendments
to Registration Statement. The Company will deliver to the Representative, prior to filing, any amendment or supplement to the
Registration Statement, any Preliminary Prospectus or the Prospectus proposed to be filed after the Effective Date and the Company
shall not file any such amendment or supplement to which the Representative shall reasonably object in writing. 3.2 Federal
Securities Laws. 3.2.1 Compliance.
During the time when a Prospectus is required to be delivered under the Act, the Company will use its best efforts to comply with
all requirements imposed upon it by the Act, the Regulations and the Exchange Act and by the regulations under the Exchange Act,
as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance
with the provisions hereof and the Sale Preliminary Prospectus and the Prospectus. If at any time when a Prospectus relating to
the Securities is required to be delivered under the Act, any event shall have occurred as a result of which, in the opinion of
counsel for the Company or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement
of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement
the Prospectus to comply with the Act, the Company will notify the Representative promptly and prepare and file with the Commission,
subject to Section 3.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Act. 3.2.2 Filing
of Final Prospectus. The Company will file the Prospectus (in form and substance satisfactory to the Representative) with the
Commission pursuant to the requirements of Rule 424 of the Regulations. 3.2.3 Exchange
Act Registration. The Company will use its best efforts to maintain the registration of the Public Securities under the provisions
of the Exchange Act (except in connection with a going-private transaction) for a period of five years from the Effective Date,
or until the Company is required to be liquidated or is acquired, if earlier, or, in the case of the Warrants, until the Warrants
expire and are no longer exercisable. The Company will not deregister the Public Securities under the Exchange Act without the
prior written consent of the Representative. 3.2.4 Exchange
Act Filings. From the Effective Date until the earlier of the Company’s initial Business Combination, or its liquidation
and dissolution, the Company shall timely file with the Commission via the Electronic Data Gathering, Analysis and Retrieval System
(“EDGAR”) such statements and reports as are required to be filed by a company registered under Section 12(b)
of the Exchange Act. 3.2.5 Sarbanes-Oxley
Compliance. As soon as it is legally required to do so, the Company shall take all actions necessary to obtain and thereafter
maintain material compliance with each applicable provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated
thereunder and related or similar rules and regulations promulgated by any other governmental or self-regulatory entity or agency
with jurisdiction over the Company. 3.3 Free-Writing
Prospectus and Testing the Waters. The Company represents and agrees that it has not made and will not make any offer relating
to the Public Securities that would constitute an issuer free writing prospectus, as defined in Rule 433 under the Act, or that
would otherwise constitute a “free writing prospectus” as defined in Rule 405, without the prior consent of the Representative.
Any such free writing prospectus consented to by the Representative is hereinafter referred to as a “Permitted Free Writing
Prospectus.” The Company represents that it will treat each Permitted Free Writing Prospectus as an “issuer free writing
prospectus,” as defined in Rule 433, and has complied with and will comply with the applicable requirements of Rule 433
of the Act, including timely Commission filing where required, legending and record keeping. The Company (a) will not engage in
any Testing the Waters Communication and (b) will not authorize anyone to engage in Testing the Waters Communications, without
the prior written consent of the Representative. 3.4 Emerging
Growth Company Status. The Company will promptly notify the Representative if the Company ceases to be an Emerging Growth Company
at any time prior to the earlier of five years after the consummation of the Company’s Business Combination, or the liquidation
of the Trust Account if a Business Combination is not consummated by the Termination Date. 3.5 Delivery
to Underwriters of Prospectuses. The Company will deliver to each of the Underwriters, without charge and from time to time during
the period when the Prospectus is required to be delivered under the Act or the Exchange Act, such number of copies of each Preliminary
Prospectus and the Prospectus as such Underwriters may reasonably request and, as soon as the Registration Statement or any amendment
or supplement thereto becomes effective, deliver to the Representative, upon its request, the two manually executed Registration
Statements, including exhibits, and all post-effective amendments thereto and copies of all exhibits filed therewith or incorporated
therein by reference and all manually executed consents of certified experts. 3.6 Effectiveness
and Events Requiring Notice to the Representative. The Company will use its best efforts to cause the Registration Statement to
remain effective and will notify the Representative immediately and confirm the notice in writing: (i) of the effectiveness of
the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission of any stop order suspending the effectiveness
of the Registration Statement or any post-effective amendment thereto or preventing or suspending the use of any Preliminary Prospectus
or the Prospectus or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any foreign
or state securities commission of any proceedings for the suspension of the qualification of the Public Securities for offering
or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and
delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus; (v) of the receipt
of any comments or request for any additional information from the Commission; and (vi) of the happening of any event during the
period described in Section 3.5 hereof that, in the judgment of the Company, makes any statement of a material fact made in the
Registration Statement or the Prospectus untrue or that requires the making of any changes in the Registration Statement or the
Prospectus in order to make the statements therein, and in light of the circumstances under which they were made, not misleading.
If the Commission or any foreign or state securities commission shall enter a stop order or suspend such qualification at any time,
the Company will make every reasonable effort to obtain promptly the lifting of such order. 3.7 Affiliated
Transactions. 3.7.1 Business
Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i)
the Company obtains an opinion from an independent investment banking firm or another independent entity reasonably acceptable
to the Representative that the Business Combination is fair to the Company’s stockholders from a financial perspective and (ii) such transaction is approved
by a majority of the Companys disinterested independent directors. No
Insider or any affiliate of an Insider shall receive any fees of any type (other than reimbursement of ordinary and customary expenses
incurred on behalf of the Company) in connection with any Business Combination. 3.7.2 Compensation
to Insiders. Except as set forth in this Section 3.7.3 or as otherwise disclosed in the Prospectus, the Company shall not pay
any of the Insiders or any of their affiliates any fees or compensation for services rendered to the Company prior to, or in connection
with, the consummation of a Business Combination; provided that the Insiders shall be entitled to reimbursement from the Company
for their reasonable out-of-pocket expenses incurred in connection with seeking and consummating a Business Combination. 3.7.3 Administrative
Services Agreement. The Company has entered into an agreement (the “Administrative Services Agreement”)
with Crescendo Advisors II, LLC, an entity controlled by the Company’s Chief Executive Officer, pursuant to which such entity
will make available to the Company general and administrative services including office space, utilities and secretarial support
for the Company’s use for an aggregate of $12,500 per month, payable until the consummation by the Company of a Business
Combination or the distribution of the Trust Account. The Company shall not enter into any other arrangement for the provision
of such services with any Insiders or their affiliates that will require the Company to pay in excess of $12,500 per month for
such services. 3.8 Financial
Public Relations Firm. Promptly after the execution of a definitive agreement for a Business Combination, the Company shall retain
a financial public relations firm reasonably acceptable to the Representative for a term to be agreed on by the Company and the
Representative. 3.9 Reports
to the Representative. For a period of five years from the Effective Date or until such earlier time upon which the Company is
required to be liquidated, the Company will furnish to the Representative and its counsel copies of such financial statements and
other periodic and special reports as the Company from time to time furnishes generally to holders of any class of its securities,
and promptly furnish to the Representative: (i) a copy of each periodic report the Company shall be required to file with the Commission,
(ii) a copy of every press release and every news item and article with respect to the Company or its affairs that was released
by the Company, (iii) a copy of each current Report on Form 8-K or Schedules 13D, 13G, 14D-1 or 13E-4 received or prepared by the
Company, (iv) two (2) copies of each registration statement filed by the Company with the Commission under the Act, and (v) such
additional documents and information with respect to the Company and the affairs of any future subsidiaries of the Company as the
Representative may from time to time reasonably request; provided the Representative shall sign, if requested by the Company, a
Regulation FD compliant confidentiality agreement which is reasonably acceptable to the Representative and its counsel in connection
with the Representative’s receipt of such information. Documents filed with the Commission pursuant to its EDGAR system shall
be deemed to have been delivered to the Representative pursuant to this Section. 3.10 Transfer
Agent. For a period of five years following the Effective Date or until such earlier time upon which the Company is required to
be liquidated (or the Warrants expire), the Company shall retain a transfer agent and warrant agent acceptable to the Representative. 3.11 Disqualification
of S-1. Until the earlier of seven years from the date hereof or until the Warrants have either expired and are no longer
exercisable or have all been exercised, the Company will not take any action or actions which may prevent or disqualify the Company’s
use of Form S-1 or S-3 (or other appropriate form) for the registration of the Common Stock issuable upon exercise of the Warrants
under the Act. 3.12 Payment
of Expenses. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not
paid at Closing Date, all Company expenses incident to the performance of the obligations of the Company under this Agreement,
including, but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing,
filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the
Preliminary Sale Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the
printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof
or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in
connection with conducting background checks of the Company’s management team, up to $3,000 per individual, (iv) the preparation,
printing, engraving, issuance and delivery of the Units, the Common Stock and the Warrants included in the Units, including any
transfer or other taxes payable thereon, (v) filing fees and expenses (including legal fees of the Representative not to exceed
$15,000) incurred in registering the Offering with FINRA, (vi) fees, costs and expenses incurred in listing the Securities on the
NASDAQ Capital Market or such other stock exchanges as the Company and the Representative together determine, (vii) all fees and
disbursements of the transfer and warrant agent, (viii) all Company’s expenses associated with “due diligence”
and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshow,
including, without limitation, trips for the Company’s management to meet with prospective investors, all travel, food and
lodging expenses associated with such trips incurred by the Company or such management; (ix) the preparation, binding and delivery
of bound transaction “bibles,” in quantities and form and style reasonably satisfactory to the Representative and Lucite
cube mementos in such quantities as Representative may reasonably request; and (x) all other costs and expenses customarily borne
by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this
Section 3.12. In the event that this Agreement shall not be carried out for any reason whatsoever, within the time specified herein
or any extensions thereof pursuant to the terms herein, the provisions of Section 9.3 hereof shall apply. 3.13 Application
of Net Proceeds. The Company will apply the net proceeds from the Offering and Unit Private Placement received by it in a manner
consistent with the application described under the caption “Use of Proceeds” in the Prospectus. 3.14 Delivery
of Earnings Statements to Security Holders. The Company will make generally available to its security holders as soon as practicable,
but not later than the first day of the fifteenth full calendar month following the Effective Date, an earnings statement (which
need not be certified by independent public or independent certified public accountants unless required by the Act or the Regulations,
but which shall satisfy the provisions of Rule 158(a) under Section 11(a) of the Act) covering a period of at least twelve consecutive
months beginning after the Effective Date. 3.15 Notice
to FINRA. 3.15.1 Notice
to FINRA. For a period of 90 days after the Effective Date, in the event any person or entity (regardless of any FINRA affiliation
or association) is engaged, in writing, to assist the Company in its search for a Target Business (as defined below) or to provide
any other services in connection therewith, the Company will provide the following to FINRA and the Representative prior to the
consummation of the Business Combination: (i) complete details of all services and copies of agreements governing such services;
and (ii) justification as to why the person or entity providing the merger and acquisition services should not be considered an
“underwriter and related person” with respect to the Offering, as such term is defined in Rule 5110 of the FINRA Manual.
The Company also agrees that, if required by law, proper disclosure of such arrangement or potential arrangement will be made in
the tender offer documents or proxy statement which the Company will file with the Commission in connection with the Business Combination. 3.15.2 FINRA.
The Company shall advise the Representative (who shall make an appropriate filing with FINRA) if it is aware that any 5% or greater
stockholder of the Company becomes an affiliate or associated person of a FINRA member participating in the distribution of the
Public Securities. 3.15.3 Broker/Dealer.
In the event the Company intends to register as a broker/dealer, merge with or acquire a registered broker/dealer, or otherwise
become a member of FINRA, it shall promptly notify FINRA. 3.16 Stabilization.
Neither the Company, nor to its knowledge any of its employees, directors or stockholders (without the consent of the Representative)
has taken or will take, directly or indirectly, any action designed to or that has constituted or that might reasonably be expected
to cause or result in, under the Exchange Act, or otherwise, stabilization or manipulation of the price of any security of the
Company to facilitate the sale or resale of the Units. 3.17 Existing
Lock-Up Agreement. The Company will enforce all existing agreements between the Company and any of its security holders that prohibit
the sale, transfer, assignment, pledge or hypothecation of any of the Securities in connection with the Offering. In addition,
the Company will direct the Transfer Agent to place stop transfer restrictions upon any such securities of the Company that are
bound by such existing “lock-up” agreements for the duration of the periods contemplated in such agreements. 3.18 Payment
of Deferred Underwriting Commission on Business Combination. Upon the consummation of a Business Combination, the Company agrees
that it will cause the Trustee to pay the Deferred Underwriting Commission directly from the Trust Account to the Representative,
in accordance with Section 1.3. 3.19 Internal
Controls. The Company will maintain a system of internal accounting controls sufficient to provide reasonable assurances that:
(i) transactions are executed in accordance with management’s general or specific authorization, (ii) transactions are recorded
as necessary in order to permit preparation of financial statements in accordance with GAAP and to maintain accountability for
assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv)
the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken
with respect to any differences. 3.20 Accountants.
Until the earlier of five years from the Effective Date or until such earlier time upon which the Company is required to be liquidated,
the Company shall retain Marcum or another independent registered public accounting firm reasonably acceptable to the Representative. 3.21 Form
8-K. The Company has retained 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 and the Unit Private Placement. Within four (4) Business Days after the Closing Date, the Company shall file a Current
Report on Form 8-K with the Commission, which Report shall contain the Company’s Audited Balance Sheet. Promptly after the
Option Closing Date, if the Over-allotment Option is exercised after the Closing Date, the Company shall file with the Commission
a Current Report on Form 8-K or an amendment to the Form 8-K, to provide updated financial information to reflect the exercise
of such option. 3.22 Corporate
Proceedings. All corporate proceedings and other legal matters necessary to carry out the provisions of this Agreement and the
transactions contemplated hereby shall have been done to the reasonable satisfaction to EGS. 3.23 Investment
Company. The Company shall cause the proceeds of the Offering to be held in the Trust Account to be invested only in U.S. government
treasury bills with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated
under the Investment Company Act as set forth in the Trust Agreement and disclosed in the Prospectus. The Company will otherwise
conduct its business in a manner so that it will not become subject to the Investment Company Act. Furthermore, once the Company
consummates a Business Combination, it shall be engaged in a business other than that of investing, reinvesting, owning, holding
or trading securities. 3.24 Amendments
to Amended and Restated Certificate of Incorporation and Bylaws. 3.24.1 The
Company covenants and agrees, that prior to its initial Business Combination it will not seek to amend or modify its Amended
and Restated Certificate of Incorporation and Bylaws, as amended, including, but not limited to Article 6 of its Amended and
Restated Certificate of Incorporation, except as set forth in the Amended and Restated Certificate of Incorporation and
Bylaws. 3.24.2 The
Company acknowledges that the purchasers of the Public Securities in the Offering shall be deemed to be third party beneficiaries
of this Agreement and specifically this Section 3.24. 3.25 Press
Releases. The Company agrees that it will not issue press releases or engage in any other publicity, without the Representative’s
prior written consent (not to be unreasonably withheld), for a period of twenty-five (25) days after the Closing Date. Notwithstanding,
in no event shall the Company be prohibited from issuing any press releases or engaging in any other publicity required by law. 3.26 Insurance.
The Company will maintain directors’ and officers’ insurance (including insurance covering the Company, its directors
and officers for liabilities or losses arising in connection with this Offering, including, without limitation, liabilities or
losses arising under the Act, the Exchange Act, the Regulations and any applicable foreign securities laws). 3.27 Electronic
Prospectus. The Company shall cause to be prepared and delivered to the Representative, at the Company’s expense, promptly,
but in no event later than two (2) Business Days from the effective date of this Agreement, an Electronic Prospectus to be used
by the Underwriters in connection with the Offering. As used herein, the term “Electronic Prospectus”
means a form of prospectus, and any amendment or supplement thereto, that meets each of the following conditions: (i) it shall
be encoded in an electronic format, satisfactory to the Representative, that may be transmitted electronically by the other Underwriters
to offerees and purchasers of the Units for at least the period during which a prospectus relating to the Units is required to
be delivered under the Act; (ii) it shall disclose the same information as the paper prospectus and prospectus filed pursuant to
EDGAR, except to the extent that graphic and image material cannot be disseminated electronically, in which case such graphic and
image material shall be replaced in the electronic prospectus with a fair and accurate narrative description or tabular representation
of such material, as appropriate; and (iii) it shall be in or convertible into a paper format or an electronic format, satisfactory
to the Representative, that will allow recipients thereof to store and have continuously ready access to the prospectus at any
future time, without charge to such recipients (other than any fee charged for subscription to the Internet as a whole and for
on-line time). 3.28 Future
Financings. The Company agrees that neither it, nor any successor or subsidiary of the Company, will consummate any public or private
equity or debt financing prior to or in connection with the consummation of a Business Combination, unless all investors in such
financing expressly waive, in writing, any rights in or claims against the Trust Account. 3.29 Unit
Private Placement Proceeds. On or prior to the Effective Date, the Company shall have deposited $5,750,000 of the proceeds from
the Unit Private Placement in the Trust Account or to a separate escrow account maintained by Graubard who will transfer such amount
to the Trust Account on the Closing Date and shall provide the Representative with evidence of the same. The Unit Private Placement
shall be consummated on the Closing Date. 3.30 Amendments
to Agreements. The Company shall not amend, modify or otherwise change the Warrant Agreement, Administrative Services Agreement,
Escrow Agreement, Trust Agreement, Registration Rights Agreement, Subscription Agreements or any Insider Letter without the prior
written consent of the Representative. 3.31 NASDAQ.
Until the consummation of a Business Combination, the Company will use its best efforts to maintain the listing of the Public Securities
on the NASDAQ Capital Market or a national securities exchange acceptable to the Representative. 3.32 Reservation
of Shares. The Company will reserve and keep available that maximum number of its authorized but unissued securities which are
issuable upon exercise of the Warrants and Placement Warrants outstanding from time to time. 4. Conditions
of Underwriters’ Obligations. The obligations of the Representative to purchase and pay for the Units, as provided herein,
shall be subject to the continuing accuracy of the representations and warranties of the Company as of the date hereof and as of
each of the Closing Date and the Option Closing Date, if any, to the accuracy of the statements of officers of the Company made
pursuant to the provisions hereof and to the performance by the Company of its obligations hereunder and to the following conditions: 4.1 Regulatory
Matters. 4.1.1 Effectiveness
of Registration Statement. The Registration Statement shall have become effective not later than 4:00 p.m., New York time,
on the date of this Agreement or such later date and time as shall be consented to in writing by the Representative, and, at each
of the Closing Date and the Option Closing Date, no stop order suspending the effectiveness of the Registration Statement shall
have been issued and no proceedings for the purpose shall have been instituted or shall be pending or contemplated by the Commission
and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction
of EGS. 4.1.2 FINRA
Clearance. By the Effective Date, the Representative shall have received clearance from FINRA as to the amount of compensation
allowable or payable to the Underwriters as described in the Registration Statement. 4.1.3 No
Blue Sky Stop Orders. No order suspending the sale of the Units in any jurisdiction designated by the Underwriters pursuant
to Section 3.5 hereof shall have been issued on either of the Closing Date or the Option Closing Date, and no proceedings for that
purpose shall have been instituted or, to the Company’s knowledge, shall be contemplated. 4.1.4 No
Commission Stop Order. At the Closing Date, the Commission has not issued any order or threatened to issue any order preventing
or suspending the use of any Preliminary Prospectus, the Prospectus or any part thereof, and has not instituted or, to the Company’s
knowledge, threatened to institute any proceedings with respect to such an order. 4.1.5 NASDAQ.
The Securities shall have been approved for listing on the NASDAQ Capital Market, subject to official notice of issuance and evidence
of satisfactory distribution, satisfactory evidence of which shall have been provided to the Representative. 4.2 Company
Counsel Matters. 4.2.1 Closing
Date and Option Closing Date Opinions of Counsel. On the Closing Date and the Option Closing Date, if any, the Representative
shall have received the favorable opinion and negative assurance statement of Graubard,
dated the Closing Date or the Option Closing Date, as the case may be, addressed to the Representative as representative for the
several Underwriters and in form and substance satisfactory to the Representative and EGS. 4.2.2 Reliance.
In rendering such opinion, such counsel may rely as to matters of fact, to the extent they deem proper, on certificates or other
written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents
respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates
shall be delivered to the Underwriters’ counsel if requested. The opinions of counsel for the Company shall include a statement
to the effect that it may be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters. 4.3 Comfort
Letter. At the time this Agreement is executed, and at each of the Closing Date and the Option Closing Date, if any, the Underwriters
shall have received a letter, addressed to the Representative as representative for the several Underwriters and in form and substance
satisfactory in all respects (including the non-material nature of the changes or decreases, if any, referred to in clause (iii)
below) to the Representative and to EGS from Marcum dated, respectively, as of the date of this Agreement and as of the Closing
Date and the Option Closing Date, if any: (i) Confirming
that they are independent accountants with respect to the Company within the meaning of the Act and the applicable Regulations
and that they have not, during the periods covered by the financial statements included in the Registration Statement, Preliminary
Prospectus, Sale Preliminary Prospectus and the Prospectus, provided to the Company any non-audit services, as such term is used
in Section 10A(g) of the Exchange Act; (ii) Stating
that in their opinion the financial statements of the Company included in the Registration Statement, the Sale Preliminary Prospectus
and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Act and the published
Regulations thereunder; (iii)
Stating that, on the basis of their review, which included a reading of the latest available unaudited interim financial
statements of the Company (with an indication of the date of the latest available unaudited interim financial statements), a reading
of the latest available minutes of the stockholders and Board of Directors and the various committees of the Board of Directors,
consultations with officers and other employees of the Company responsible for financial and accounting matters and other specified
procedures and inquiries, nothing has come to their attention that would lead them to believe that: (a) the unaudited financial
statements of the Company included in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus do not comply
as to form in all material respects with the applicable accounting requirements of the Act and the Regulations or are not fairly
presented in conformity with GAAP applied on a basis substantially consistent with that of the audited financial statements of
the Company included in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, or (b) at a date not later
than five days prior to the Effective Date, Closing Date or Option Closing Date, as the case may be, there was any change in the
capital stock or long-term debt of the Company, or any decrease in the stockholders’ equity of the Company as compared with
amounts shown in the September 30, 2014 balance sheet included in the Registration Statement, the Sale Preliminary Prospectus and
the Prospectus, other than as set forth in or contemplated by the Registration Statement, the Sale Preliminary Prospectus and
the Prospectus or, if there was any decrease, setting forth the amount of such decrease, and (c) during the period from September 30,
2014 to a specified date not later than five days prior to the Effective Date, Closing Date or Option Closing Date, as the case
may be, there was any decrease in revenues, net earnings or net earnings per share of Common Stock, in each case as compared with
the corresponding period in the preceding year and as compared with the corresponding period in the preceding quarter, other than
as set forth in or contemplated by the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, or, if there
was any such decrease, setting forth the amount of such decrease; (iv)
Setting forth, at a date not later than five days prior to the Effective Date, the amount of liabilities of the Company
(including a break-down of commercial papers and notes payable to banks); (v) Stating
that they have compared specific dollar amounts, numbers of shares, percentages of revenues and earnings, statements and other
financial information pertaining to the Company set forth in the Registration Statement, the Sale Preliminary Prospectus and the
Prospectus in each case to the extent that such amounts, numbers, percentages, statements and information may be derived from the
general accounting records, including work sheets, of the Company and excluding any questions requiring an interpretation by legal
counsel, with the results obtained from the application of specified readings, inquiries and other appropriate procedures (which
procedures do not constitute an examination in accordance with generally accepted auditing standards) set forth in the letter and
found them to be in agreement; (vi) Stating
that they have not, since the Company’s incorporation, brought to the attention of the Company’s management any reportable
condition related to internal structure, design or operation as defined in the Statement on Auditing Standards No. 60 “Communication
of Internal Control Structure Related Matters Noted in an Audit,” in the Company’s internal controls; and (vii) Statements
as to such other matters incident to the transaction contemplated hereby as the Representative or EGS may reasonably request,
including: 4.4 Officers’
Certificates. 4.4.1 Officers’
Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate
of the Company signed by the Chairman of the Board or the Chief Executive Officer and the Secretary or Assistant Secretary of the
Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to
the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed
or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the
conditions set forth in Section 4.4 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing
Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct.
In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities
as such) as the Representative may reasonably request. 4.4.2 Secretary’s
Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate
of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the
case may be, respectively, certifying (i) that the Amended and Restated Certificate of Incorporation and Bylaws of the Company,
as amended, are true and complete, have not been modified and are in full force and effect, (ii) that the resolutions of the Company’s
Board of Directors relating to the public offering contemplated by this Agreement are in full force and effect and have not been
modified, (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission,
and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to
such certificate. 4.5 No
Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material
adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities,
financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement
and the Prospectus, (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the
Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein
an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or
income of the Company, except as set forth in the Registration Statement and the Prospectus, (iii) no stop order shall have been
issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, threatened by
the Commission, and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or
supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and
the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the
Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain
any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they were made, not misleading. 4.6 Delivery
of Agreements. On the Effective Date, the Company shall have delivered to the Representative executed copies of the Trust Agreement,
the Subscription Agreements, the Administrative Services Agreement, the Escrow Agreement, the Registration Rights Agreements, the
Warrant Agreement and all of the Insider Letters. 5. Indemnification. 5.1 Indemnification
of the Underwriters. 5.1.1 General.
Subject to the conditions set forth below, the Company agrees to indemnify and hold harmless each of the Underwriters and their
affiliates, and each dealer selected by the Underwriters that participates in the offer and sale of the Securities (each a
“Selected Dealer”) and each of their respective directors, officers and employees and each person, if any,
who controls within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act (“Controlling Person”)
any such Underwriter, against any and all loss, liability, claim, damage and expense whatsoever as incurred to which they or any
of them may become subject under the Act, the Exchange Act or any other statute or at common law or otherwise or under the laws
of foreign countries, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained
in (i) the Registration Statement, any Preliminary Prospectus including the Sale Preliminary Prospectus or the Prospectus (as
from time to time each may be amended and supplemented, including, but not limited to any information deemed to be a part thereof
pursuant to Rule 430A, Rule 430B or Rule 430C); (ii) any materials or information provided to investors by, or with the approval
of, the Company in connection with the marketing of the offering of the Securities, including any “road show”
or investor presentations made to investors by the Company (whether in person or electronically); (iii) any application or other
document or written communication (in this Section 5, collectively called “application”) executed by
the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Public Securities
under the securities laws thereof or filed with the Commission, any foreign or state securities commission or agency, the NYSE,
the NYSE MKT, the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital Market or the OTCBB or (iv) any post-effective
amendments to the Registration Statement or Prospectus or new Registration Statement or Prospectus filed by the Company with the
Commission, any state securities commission or agency, OTCBB or any securities exchange, or the omission or alleged omission from
the Registration Statement, any Preliminary Prospectus including the Sale Preliminary Prospectus or the Prospectus or subsequent
filing by the Company under clause (iv) of a material fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading, and to reimburse each Underwriter, each Selected
Dealer and each of their respective directors, officers and employees and each Controlling Person, if any, for any and all expenses
(including the fees and disbursements or counsel chosen by the Representative) as such expenses are incurred by such Underwriter,
such Selected Dealer or each of their respective directors, officers, partners and employees or such Controlling Person in connection
with investigating, defending, settling, compromising or paying any such loss, claim damage, liability, expense or action; provided
however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expenses to the extent,
but only to the extent, arising out of or based upon (x) any untrue statement or alleged untrue statement or omission or alleged
omission made in reliance upon and in conformity with written information furnished to the Company with respect to an Underwriter
by or on behalf of such Underwriter expressly for use in the Registration Statement, any Preliminary Prospectus including the
Sale Preliminary Prospectus or the Prospectus, or any amendment or supplement thereof, or in any application, as the case may
be, or the jurisdictions listed in the section entitled “Notices to Non-U.S. Investors” in the Registration Statement,
any Preliminary Prospectus including the Sale Preliminary Prospectus or the Prospectus, or any amendment or supplement thereof,
as the case may be; (y) the use of the Sale Preliminary Prospectus or Prospectus in violation of any stop order or other notice
received by any Underwriter indicating the then current Prospectus is not to be used in connection with the sale of any Securities
or (z) an Underwriter otherwise failing in its prospectus delivery obligations. The Company agrees promptly to notify the Representative
of the commencement of any litigation or proceedings against the Company or any of its officers, directors or Controlling Persons
in connection with the issue and sale of the Securities or in connection with the Registration Statement, the Sale Preliminary
Prospectus or the Prospectus. The indemnity agreement set forth in this Section 5.1 shall be in addition to any liabilities that
the Company may otherwise have. 5.2 Indemnification
of the Company. Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, its directors,
its officers who signed the Registration Statement and each Controlling Person of the Company, if any, against any and all loss,
liability, claim, damage and expense described in the foregoing indemnity from the Company to the several Underwriters, as incurred,
but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement,
any Preliminary Prospectus including the Sale Preliminary Prospectus, the Prospectus or any amendment or supplement thereto or
in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect
to such Underwriter by or on behalf of the Underwriter expressly for use in the Registration Statement, any Preliminary Prospectus
including the Sale Preliminary Prospectus, the Prospectus or any amendment or supplement thereto, or in any such application,
and to reimburse the Company or any such director, officer or Controlling Person, if any, for any and all expenses as such expenses
are reasonably incurred, in connection with investigating, defending, settling, compromising or paying any such loss, claim damage,
liability, expense or action; provided, however, that the obligation of each Underwriter to indemnify the Company (including any
director, officer or Controlling Person thereof), shall be limited to the commissions received by such Underwriter in connection
with the Securities underwritten by it. The Company hereby acknowledges that the only information that the Underwriters have furnished
to the Company expressly for use in the Registration Statement, the Preliminary Prospectus including the Sale Preliminary Prospectus,
the Prospectus or any amendment or supplement thereto, shall consist solely of the Underwriters’ Information. The indemnity
agreement set forth in this Section 5.2 shall be in addition to any liabilities that each Underwriter may otherwise have. 5.3 Notifications
and Other Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 5 of notice of the commencement
of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this
Section 5, notify the indemnifying party in writing of the commencement thereof, but the failure to so notify the indemnifying
party (i) will not relieve it from liability under paragraph 5.1 or 5.2 above unless and to the extent it did not otherwise learn
of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii)
will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification
obligation provided in paragraph 5.1 or 5.2 above. In case any such action is brought against any indemnified party and such indemnified
party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participate in,
and, to the extent that it shall elect, jointly with all other indemnifying parties similarly notified, by written notice delivered
to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof
with counsel satisfactory to such indemnified party; provided, however, if the defendants in any such action include both the indemnified
party and the indemnifying party and the indemnified party shall have reasonably concluded that a conflict may arise between the
positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be
legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the
indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses
and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice
from the indemnifying party to such indemnified party of such indemnifying party’s election so to assume the defense of such
action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under
this Section 5 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof
unless (i) the indemnified party shall have employed separate counsel in accordance with the provision to the preceding sentence
reasonably approved by the indemnifying party (or by the Representative in the case of Section 5.2), representing the indemnified
parties who are parties to such action) or (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified
party to represent the indemnified party within a reasonable time after notice of commencement of the action, in each of which
cases the fees and expenses of counsel shall be at the expense of the indemnifying party. 5.4 Settlements.
The indemnifying party under this Section 5 shall not be liable for any settlement of any proceeding effected without its written
consent, which shall not be withheld, delayed or conditioned unreasonably, but if settled with such consent or if there is a final
judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage,
liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified
party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated
by Section 5.3 hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without
its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid
request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior
to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect
any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect
of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified
party, unless such settlement, compromise or consent (x) includes an unconditional release of such indemnified party from all
liability on claims that are the subject matter of such action, suit or proceeding and (y) does not include a statement as to
or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party. 5.5 Contribution. 5.5.1 Contribution
Rights. In order to provide for just and equitable contribution under the Act in any case in which (i) any person entitled
to indemnification under this Section 5 makes claim for indemnification pursuant hereto but it is judicially determined (by the
entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of
the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section
5 provides for indemnification in such case, or (ii) contribution under the Act, the Exchange Act or otherwise may be required
on the part of any such person in circumstances for which indemnification is provided under this Section 5, then, and in each such
case, the Company and the Underwriters shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the
nature contemplated by said indemnity agreement incurred by the Company and the Underwriters, as incurred, in such proportions
that the Underwriters are responsible for that portion represented by the percentage that the underwriting discount appearing on
the cover page of the Prospectus bears to the initial offering price appearing thereon and the Company is responsible for the balance;
provided, that, no person guilty of a fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled
to contribution from any person who was not guilty of such fraudulent misrepresentation. If the allocation provided by the immediately
preceding sentence is unavailable for any reason, the Company and the Underwriters shall contribute in such proportion as is appropriate
to reflect the relative fault of the Company and the Underwriters in connection with the actions or omissions which resulted in
such loss, claim, damage, liability or action, as well as any other relevant equitable considerations. The relative fault of the
Company and the Underwriters 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 furnished by the Company
or the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. Notwithstanding the provisions of this Section 5.5.1, no Underwriter shall be required to contribute
any amount in excess of the underwriting commissions received by such Underwriter in connection with the Securities underwritten
by it and distributed to the public. For purposes of this Section, each director, officer and employee of an Underwriter or the
Company, as applicable, and each person, if any, who controls an Underwriter or the Company, as applicable, within the meaning
of Section 15 of the Act shall have the same rights to contribution as the Underwriters or the Company, as applicable. 5.5.2 Contribution
Procedure. Within fifteen days after receipt by any party to this Agreement (or its representative) of notice of the commencement
of any action, suit or proceeding, such party will, if a claim for contribution in respect thereof is to be made against another
party (“Contributing Party”), notify the Contributing Party of the commencement thereof, but the omission to
so notify the Contributing Party will not relieve it from any liability which it may have to any other party other than for contribution
hereunder. In case any such action, suit or proceeding is brought against any party, and such party notifies a Contributing Party
or its representative of the commencement thereof within the aforesaid fifteen days, the Contributing Party will be entitled to
participate therein with the notifying party and any other Contributing Party similarly notified. Any such Contributing Party
shall not be liable to any party seeking contribution on account of any settlement of any claim, action or proceeding effected
by such party seeking contribution on account of any settlement of any claim, action or proceeding effected by such party seeking
contribution without the written consent of such Contributing Party. The contribution provisions contained in this Section are
intended to supersede, to the extent permitted by law, any right to contribution under the Act, the Exchange Act or otherwise
available. The Underwriters’ obligations to contribute pursuant to this Section 5.5 are several and not joint. 6. Default
by an Underwriter. 6.1 Default
Not Exceeding 10% of Firm Units or Option Units. If any Underwriter or Underwriters shall default in its or their obligations to
purchase the Firm Units or the Option Units, if the Over-Allotment Option is exercised, and if the number of the Firm Units or
Option Units with respect to which such default relates does not exceed in the aggregate 10% of the number of Firm Units or Option
Units that all Underwriters have agreed to purchase hereunder, then such Firm Units or Option Units to which the default relates
shall be purchased by the non-defaulting Underwriters in proportion to their respective commitments hereunder. 6.2 Default
Exceeding 10% of Firm Units or Option Units. In the event that the default addressed in Section 6.1 above relates to more than
10% of the Firm Units or Option Units, the Representative may, in its discretion, arrange for the Representative or for another
party or parties to purchase such Firm Units or Option Units to which such default relates on the terms contained herein. If within
one (1) Business Day after such default relating to more than 10% of the Firm Units the Representative or Option Units the Underwriters
do not arrange for the purchase of such Firm Units or Option Units, then the Company shall be entitled to a further period of one
(1) Business Day within which to procure another party or parties satisfactory to the Representative to purchase said Firm Units
or Option Units on such terms. In the event that neither the Representative nor the Company arrange for the purchase of the Firm
Units or Option Units to which a default relates as provided in this Section 6, this Agreement will be terminated by the Representative
or the Company without liability on the part of the Company (except as provided in Sections 3.11 and 5 hereof) or the several Underwriters
(except as provided in Section 5 hereof); provided, however, that if such default occurs with respect to the Option Units, this
Agreement will not terminate as to the Firm Units; and provided further that nothing herein shall relieve a defaulting Underwriter
of its liability, if any, to the other several Underwriters and to the Company for damages occasioned by its default hereunder. 6.3 Postponement
of Closing Date. In the event that the Firm Units or Option Units to which the default relates are to be purchased by the non-defaulting
Underwriters, or are to be purchased by another party or parties as aforesaid, the Representative or the Company shall have the
right to postpone the Closing Date or Option Closing Date for a reasonable period, but not in any event exceeding five (5) Business
Days, in order to effect whatever changes may thereby be made necessary in the Registration Statement, the Sale Preliminary Prospectus
or the Prospectus, as the case may be, or in any other documents and arrangements, and the Company agrees to file promptly any
amendment to, or to supplement, the Registration Statement or the Prospectus, as the case may be, that in the opinion of counsel
for the Underwriters may thereby be made necessary. The term “Underwriter” as used in this Agreement
shall include any party substituted under this Section 6 with like effect as if it had originally been a party to this Agreement
with respect to such Public Securities. 7. Additional
Covenants. 7.1 Additional
Shares or Options. The Company hereby agrees that until the consummation of a Business Combination, it shall not issue any shares
of Common Stock or any options or other securities convertible into Common Stock, or any shares of preferred stock or other securities
of the Company which participate in any manner in the Trust Account or which vote as a class with the Common Stock on a proposed
Business Combination. 7.2 Trust
Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts prior to commencing its
due diligence investigation of any prospective Target Business or prior to obtaining the services of any vendor, to acknowledge
in writing whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges
the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus, and understands that
the Company has established the Trust Account, initially in an amount of $102,000,000 (without giving effect to any exercise of
the Over-allotment Option) for the benefit of the Public Stockholders and that, except for a portion of the interest earned on
the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Stockholders
in the event they elect to redeem their IPO Shares (as defined below) in connection with the consummation of a Business Combination,
(ii) to the Public Stockholders if the Company fails to consummate a Business Combination within 24 months from the Closing Date,
or (iii) to the Company after or concurrently with the consummation of a Business Combination and (b) for and in consideration
of the Company (i) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii)
agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have
any right, title, interest or claim of any kind in or to any monies in the Trust Account (“Claim”) and waives
any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company
and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in
the form attached hereto as Exhibits A and B respectively. The Company may forego obtaining such waivers only if the Company shall
have received the approval of its Chief Executive Officer and the approving vote or written consent of at least a majority of its
Board of Directors. The term “IPO Shares” means the Common Stock contained in the Public Securities. 7.3 Insider
Letters. 7.3.1 The
Company shall not take any action or omit to take any action that would cause a breach of any of the Insider Letters and will not
allow any amendments to, or waivers of, such Insider Letters without the prior written consent of the Representative. 7.3.2 The
Company shall cause each of the Insiders to agree in an Insider Letter that, (i) in order to minimize potential conflicts of interest
which may arise from multiple affiliations, the Insiders will present to the Company for its consideration, prior to presentation
to any other person or company, any suitable opportunity to acquire an operating business, until the earlier of the consummation
by the Company of a Business Combination, the liquidation of the Company or until such time as the Insiders cease to be an officer
or director of the Company, subject to any pre-existing fiduciary or contractual obligations the Insiders might have and (ii) the
Insiders agree to certain matters, including but not limited to, the voting of Common Stock held by them and certain matters described
as being agreed to by them under the “Proposed Business” section of the Registration Statement, the Sale Preliminary
Prospectus and Prospectus. 7.4 Amended
and Restated Certificate of Incorporation and Bylaws. 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 and Bylaws, as amended. 7.5 Acquisition/Liquidation
Procedure. The Company agrees that it will comply with its Amended and Restated Certificate of Incorporation and Bylaws, as amended,
in connection with the consummation of a Business Combination or the failure to consummate a Business Combination within 24 months
from the Closing Date. The Company agrees that it will not propose any amendment to such Amended and Restated Certificate of Incorporation
and Bylaws, as amended, that would affect the substance or timing of the Company’s obligations as described in Article 6
of the Amended and Restated Certificate of Incorporation and Bylaws, as amended, with respect to the redemption rights of Public
Stockholders. 7.6 Rule
419. The Company agrees that it will use its best efforts to prevent the Company from becoming subject to Rule 419 under the Act
prior to the consummation of any Business Combination, including, but not limited to, using its best efforts to prevent any of
the Company’s outstanding securities from being deemed to be a “penny stock” as defined in Rule 3a-51-1
under the Exchange Act during such period. 7.7 Tender
Offer Documents, Proxy Materials and Other Information. The Company shall provide to the Representative or its counsel (if so
instructed by the Representative) with 10 copies of all tender offer documents or proxy information and all related material filed
with the commission in connection with a Business Combination concurrently with such filing with the commission. Documents filed
with the Commission pursuant to its EDGAR system shall be deemed to have been provided to the Representative pursuant to this
Section. In addition, the Company shall furnish any other state in which its initial public offering was registered, such information
as may be requested by such state. 7.8 The
Company shall promptly notify the Representative if the Company ceases to be an Emerging Growth Company at any time prior to the
later of (a) completion of the distribution of the Securities within the meaning of the Act and (b) completion of the 180 day restricted
period. 7.9 Target
Net Assets. The Company agrees that the Target Business that it acquires must have a fair market value equal to at least 80% of
the balance in the Trust Account at the time of signing the definitive agreement for the Business Combination with such Target
Business. The fair market value of such business must be determined by the Board of Directors of the Company based upon standards
generally accepted by the financial community, such as actual and potential sales, earnings, cash flow and book value. If the Board
of Directors of the Company is not able to independently determine that the target business meets such fair market value requirement,
the Company will obtain an opinion from an unaffiliated, independent investment banking firm reasonably acceptable to the Representative
with respect to the satisfaction of such criteria. The Company is not required to obtain an opinion from an investment banking
firm as to the fair market value if the Company’s Board of Directors independently determines that the Target Business does
have sufficient fair market value, provided that the Target Business is not affiliated with an Insider. The purchase price of the
Target Business may be funded through any mix of cash, stock or debt financing. 7.10 Increase in Offering Size. The Company and
the Representative agree that they will not increase the size of the Offering pursuant to Rule 462(b) of the Act unless (i) the
Insiders agree in writing to purchase additional Placement Units from the Company in such amounts that would maintain the per-share
redemption price of the IPO shares at no lower than $10.00, or (ii) the Representative defers a larger portion of the underwriting
discount such that the per-share redemption price of the IPO Shares would be no less than $10.00. 8. Representations
and Agreements to Survive Delivery. Except as the context otherwise requires, all representations, warranties and agreements
contained in this Agreement shall be deemed to be representations, warranties and agreements as of the Closing Date or the Option
Closing Date, if any, and such representations, warranties and agreements of the Underwriters and the Company, including the indemnity
agreements contained in Section 5 hereof, shall remain operative and in full force and effect regardless of any investigation made
by or on behalf of any Underwriter, the Company or any Controlling Person, and shall survive termination of this Agreement or the
issuance and delivery of the Public Securities to the several Underwriters until the earlier of the expiration of any applicable
statute of limitations and the seventh (7th) anniversary of the later of the Closing Date or the Option Closing Date, if any, at
which time the representations, warranties and agreements shall terminate and be of no further force and effect. 9. Effective
Date of This Agreement and Termination Thereof. 9.1 Effective
Date. This Agreement shall become effective on the Effective Date at the time the Registration Statement is declared effective
by the Commission. 9.2 Termination.
The Representative shall have the right to terminate this Agreement at any time prior to the Closing Date: (i) if any domestic
or international event or act or occurrence has materially disrupted, or in the Representative’s opinion will in the immediate
future materially disrupt, general securities markets in the United States; or (ii) if trading on the NYSE, the NYSE MKT, the
NASDAQ Global Select Market, the NASDAQ Global Market, or the NASDAQ Capital Market shall have been suspended, or minimum or maximum
prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges
for prices for securities shall have been required by FINRA or by order of the Commission or any other government authority having
jurisdiction; or (iii) if the United States shall have become involved in a new war or an increase in existing major hostilities,
or (iv) if a banking moratorium has been declared by a New York State or Federal authority, or (v) if a moratorium on foreign
exchange trading has been declared which materially adversely impacts the United States securities market, or (vi) if the Company
shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious
act which, whether or not such loss shall have been insured, will, in the Representative’s sole opinion, make it inadvisable
to proceed with the delivery of the Units; or (vii) if the Company is in material breach of any of its representations, warranties
or covenants hereunder, or (viii) if the Representative shall have become aware after the date hereof of such a material adverse
change in the conditions of the Company, or such adverse material change in general market conditions, including, without limitation,
as a result of terrorist activities after the date hereof, as in the Representative’s sole judgment would make it impracticable
to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale
of the Public Securities. 9.3 Expenses.
In the event that this Agreement shall not be carried out for any reason whatsoever, within the time specified herein or any extensions
thereof pursuant to the terms herein, the Company shall (i) reimburse the Representative for the full amount of its actual accountable
out of pocket expenses incurred to such date (which shall include, but shall not be limited to, all reasonable fees and disbursements
of the Representative’s counsel, mailing, printing and reproduction expense and any expenses incurred by the Representative
in conducting its due diligence) less amounts previously paid pursuant to Section 3.11, and (ii) reimburse the Representative for
the full amount of background checks of the Company’s officers and directors, travel, lodging and road show expenses incurred
to such date, less the amounts previously paid to the Representative as an advance and in reimbursement for such expenses. 9.4 Indemnification.
Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement,
and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way affected by such
election or termination or failure to carry out the terms of this Agreement or any part hereof. 10. Miscellaneous. 10.1 Notices.
All communications hereunder, except as herein otherwise specifically provided, shall be in writing and shall be mailed, delivered
by hand or reputable overnight courier or delivered by facsimile transmission (with printed confirmation of receipt) and confirmed
and shall be deemed given when so mailed, delivered or faxed, or if mailed, two days after such mailing. If to the Representative: Cantor Fitzgerald & Co. 499 Park Avenue New York, NY 10022 Attn: General Counsel Facsimile: (212) 829-4708 Copy (which copy shall not constitute notice) to: Ellenoff Grossman & Schole, LLP 1345 Avenue of the Americas New York, NY 10105 Attn: Stuart Neuhauser, Esq. Facsimile: (212) 370-7889 If to the Company: Harmony Merger Corp. Attn: Eric S. Rosenfeld Facsimile: Copy (which copy shall not constitute notice) to: Graubard Miller 10.2 Headings.
The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the
meaning or interpretation of any of the terms or provisions of this Agreement. 10.3 Amendment.
This Agreement may only be amended by a written instrument executed by each of the parties hereto. 10.4 Entire
Agreement. This Agreement (together with the other agreements and documents being delivered pursuant to or in connection with this
Agreement) constitute the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and supersede
all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof. 10.5 Binding
Effect. This Agreement shall inure solely to the benefit of and shall be binding upon the Representative, the Underwriters, the
Company and the Controlling Persons, directors and officers referred to in Section 5 hereof, and their respective successors and
assigns and legal representatives, and no other person shall have or be construed to have any legal or equitable right, remedy
or claim under or in respect of or by virtue of this Agreement or any provisions herein contained. The term “successors
and assigns” shall not include a purchaser, in its capacity as such, of securities from any of the Underwriters. The Company
acknowledges and agrees that: (i) the sale and issuance of the securities pursuant to this Agreement is an arm’s-length
commercial transaction between the Company and the Underwriters; (ii) in connection therewith and with the process leading to
the Offering, the Underwriters are acting solely as a principal and not the agent or fiduciary of the Company; (iii) no Underwriter
has assumed a fiduciary responsibility in favor of the Company with respect to the Offering or the process leading thereto, including
any negotiation related to the pricing of the securities; and (iv) the Company has consulted its own legal advisors to the extent
it has deemed appropriate in connection with this Agreement and the Offering. 10.6 Waiver
of Immunity. To the extent that the Company may be entitled in any jurisdiction in which judicial proceedings may at any time be
commenced hereunder, to claim for itself or its revenues or assets any immunity, including sovereign immunity, from suit, jurisdiction,
attachment in aid of execution of a judgment or prior to a judgment, execution of a judgment or any other legal process with respect
to its obligations hereunder and to the extent that in any such jurisdiction there may be attributed to the Company such an immunity
(whether or not claimed), the Company hereby irrevocably agrees not to claim and irrevocably waives such immunity to the maximum
extent permitted by law. 10.7 Submission
to Jurisdiction. The Company irrevocably submits to the nonexclusive jurisdiction of any New York State or United States Federal
court sitting in The City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to
this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering of the Securities.
The Company irrevocably waives, to the fullest extent permitted by law, any objection that they may now or hereafter have to the
laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding
brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company may
be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed
to it at the address set forth in Section 10.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding
upon the Company in any action, proceeding or claim. The Company waives, to the fullest extent permitted by law, any other requirements
of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement
may be instituted by the Underwriters in any competent court. The Company agrees that the prevailing party(ies) in any such action
shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such
action or proceeding and/or incurred in connection with the preparation therefor. 10.8 Governing
Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without
giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. 10.9 Execution
in Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts,
each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement,
and shall become effective when one or more counterparts has been signed by each of the parties hereto and delivered to each of
the other parties hereto. Delivery of a signed counterpart of this Agreement by facsimile or email/pdf transmission shall constitute
valid and sufficient delivery thereof. 10.10 Waiver.
The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or
construed to be a waiver of any such provision, nor to in any way affect the validity of this Agreement or any provision hereof
or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach,
non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument
executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach,
non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance
or non-fulfillment. 10.11 No
Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with
the offering of the Public Securities. The Company further acknowledges that the Underwriters are acting pursuant to a contractual
relationship created solely by this Agreement entered into on an arm's length basis and in no event do the parties intend that
the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person
in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Public
Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations
to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions,
and the Company hereby confirms its understanding and agreement to that effect. The Company and the Underwriters agree that they
are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or
views expressed by the Underwriters to the Company regarding such transactions, including but not limited to any opinions or views
with respect to the price or market for the Public Securities, do not constitute advice or recommendations to the Company. The
Company and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company,
and no Underwriter has assumed, and none of them will assume, any advisory responsibility in favor of the Company with respect
to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Underwriter has advised or
is currently advising the Company on other matters). The Company hereby waives and releases, to the fullest extent permitted by
law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary
or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to
such transactions [Remainder of page intentionally
left blank] If the foregoing correctly sets forth the understanding
between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter
shall constitute a binding agreement between us. HARMONY MERGER CORP. Accepted on the date first above written. CANTOR FITZGERALD & CO. [Signature page to Underwriting Agreement] SCHEDULE I HARMONY MERGER CORP. 10,000,000 Units EXHIBIT A FORM OF TARGET BUSINESS LETTER HARMONY MERGER CORP. Gentlemen: Reference is made to the Final Prospectus
of Harmony Merger Corp. (the “Company”), dated ________________, 2015 (the “Prospectus”).
Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Prospectus. We have read the Prospectus and understand
that the Company has established the Trust Account, initially in an amount of at least $102,000,000 for the benefit of the Public
Stockholders and the Underwriters of the Company’s initial public offering (the “Underwriters”)
and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies
from the Trust Account only: (i) to the Public Stockholders in the event they elect to redeem their public shares in connection
with the consummation of a Business Combination, (ii) to the Public Stockholders if the Company fails to consummate a Business
Combination within 24 months from the closing date of the Company’s initial public offering, or (iii) to the Company after
or concurrently with the consummation of a Business Combination. For and in consideration of the Company
agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees
that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (each, a “Claim”)
and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements
with the Company and will not seek recourse against the Trust Account for any reason whatsoever. ___________________________________ Print Name of Target Business ___________________________________ Authorized Signature of Target Business EXHIBIT B FORM OF VENDOR LETTER HARMONY MERGER CORP. Gentlemen: Reference is made to the Final Prospectus
of Harmony Merger Corp. (the “Company”), dated ____________________, 2015 (the “Prospectus”).
Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Prospectus. We have read the Prospectus and understand
that the Company has established the Trust Account, initially in an amount of at least $102,000,000 for the benefit of the Public
Stockholders and the Underwriters of the Company’s initial public offering (the “Underwriters”)
and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies
from the Trust Account only: (i) to the Public Stockholders in the event they elect to redeem their public shares in connection
with the consummation of a Business Combination, (ii) to the Public Stockholders if the Company fails to consummate a Business
Combination within 24 months from the closing date of the Company’s initial public offering or (iii) to the Company after
or concurrently with the consummation of a Business Combination. For and in consideration of the Company
agreeing to engage the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest
or claim of any kind in or to any monies in the Trust Account (each, a “Claim”) and hereby waives any Claim
it may have in the future as a result of, or arising out of, any services provided to the Company and will not seek recourse against
the Trust Account for any reason whatsoever. _______________________________ Print Name of Vendor _______________________________ Authorized Signature of Vendor 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31
1. That Marcum is registered with PCAOB;
2. That Marcum has sufficient assets and insurance to pay for any liability incurred by it relating to providing the letter; and
3. That Marcum is not insolvent. 32 33 34 35 36 37 38 39 40 41
777 Third Avenue, 37th Floor
New York, NY 10017
405 Lexington Avenue
New York, NY 10174
Attn: Jeffrey M. Gallant, Esq.
Facsimile: (212) 818-888142 43 44
Very truly yours,
By:
Name:
Title:
By:
Name:
Title:
45
Underwriter:
Number of Firm Units to be Purchased
CANTOR FITZGERALD & CO.
TOTAL
10,000,000