Common use of Payment and Delivery Clause in Contracts

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 ($115,000,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 per Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.5) shall be deposited in the trust account established by the Company for the benefit of the public shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company, Vstock Transfer LLC and Wilmington Trust, National Association. Such amount includes an aggregate of up to $2,500,000 (or up to $2,875,000 if the Over-allotment Option is exercised in full), or $0.25 per Unit, payable to Ladenburg as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on at or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative Maxim or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 50,000,000 ($115,000,000 57,500,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or approximately $10.00 per Unitunit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.51.6) shall be deposited in the trust account established by the Company for the benefit of the public shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company, Vstock Transfer LLC and Wilmington Trust, National Association). Such amount includes an aggregate of up to $2,500,000 1,750,000 (or up to $2,875,000 2,012,500 if the Over-allotment Option is exercised in full), or $0.25 0.35 per Unitunit, payable to Ladenburg Maxim as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, with Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on at or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative Maxim or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 61,200,000 (or $115,000,000 70,380,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or approximately $10.00 10.20 per Unitunit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.51.6) shall be deposited in the trust account established by the Company for the benefit of the public shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company, Vstock Transfer LLC and Wilmington Trust, National Association. Such amount includes an aggregate of up to $2,500,000 (or up to $2,875,000 if the Over-allotment Option is exercised in full), or $0.25 per Unit, payable to Ladenburg as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two one (21) Business Days Day prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 ($115,000,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 per Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.5) shall be deposited in the trust account established by the Company for the benefit of the public shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company and Continental Stock Transfer & Trust Company, Vstock Transfer LLC and Wilmington Trust, National Association. Such amount includes an aggregate of up to $2,500,000 3,500,000 (or up to $2,875,000 4,025,000 if the Over-allotment Option is exercised in full), or $0.25 0.35 per Unit, payable to Ladenburg Chardan as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on at or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative Maxim or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 50,500,000 ($115,000,000 58,750,00 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or approximately $10.00 10.10 per Unitunit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.51.6) shall be deposited in the trust account established by the Company for the benefit of the public shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company, Vstock Transfer LLC and Wilmington Trust, National Association). Such amount includes an aggregate of up to $2,500,000 1,750,000 (or up to $2,875,000 2,012,500 if the Over-allotment Option is exercised in full), or $0.25 0.35 per Unitunit, payable to Ladenburg Maxim as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, with Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on at or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative Maxim or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 50,000,000 ($115,000,000 57,500,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or approximately $10.00 per Unitunit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.51.6) shall be deposited in the trust account established by the Company for the benefit of the public shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company, Vstock Transfer LLC and Wilmington Trust, National Association). Such amount includes an aggregate of up to $2,500,000 1,500,000 (or up to $2,875,000 1,725,000) if the Over-allotment Option is exercised in full), or $0.25 0.30 per Unitunit, payable to Ladenburg Maxim as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, with Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 50,000,000 ($115,000,000 57,500,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 per Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.51.4) shall be deposited in the trust account established by the Company for the benefit of the public shareholders stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company and Continental Stock Transfer & Trust Company, Vstock Transfer LLC and Wilmington Trust, National Association. Such amount includes an aggregate of up to $2,500,000 1,500,000 (or up to $2,875,000 1,725,000 if the Over-allotment Option is exercised in full), or $0.25 0.30 per Unit, payable to Ladenburg Chardan as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. Payment of two (2%) percent of the underwriting discount to Chardan shall be made at the Offering. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on at or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative Maxim or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 75,750,000 ($115,000,000 87,112,500 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or approximately $10.00 10.10 per Unitunit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.51.6) shall be deposited in the trust account established by the Company for the benefit of the public shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company, Vstock Transfer LLC and Wilmington Trust, National Association). Such amount includes an aggregate of up to $2,500,000 2,625,000 (or up to $2,875,000 3,018,750 if the Over-allotment Option is exercised in full), or $0.25 0.35 per Unitunit, payable to Ladenburg Maxim as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, with Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at or after 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 ($115,000,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 per Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.5) shall be deposited in the trust account established by the Company for the benefit of the public shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement investment management trust agreement (the “Trust Agreement”) by and between the Company and Continental Stock Transfer & Trust Company, Vstock Transfer LLC and Wilmington Trust, National Association. Such amount includes an aggregate of up to $2,500,000 3,500,000 (or up to $2,875,000 4,025,000 if the Over-allotment Option is exercised in full), or $0.25 0.35 per Unit, payable to Ladenburg Chardan as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day (as defined below) following the Effective Date commencement of trading of the Registration Statement (or the third (3rd) Business Day following the Effective DateFirm Units, if the Registration Statement is declared effective on or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at through the Representative’s election facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. The gross proceeds shall be an aggregate of approximately $100,000,000 53,868,070 (or $115,000,000 61,743,070 if the Underwriters’ Over-allotment Allotment Option (as defined in Section 1.21.2.1) is exercised in full), or $10.00 per Unit, ) from the sale of the proceeds received by the Company for the Firm Units and from the Private Placement Units (as defined in Section 1.51.4.3), of which $50,750,000 (or $58,362,500 if the Underwriters’ Over-Allotment Option is exercised in full) shall be deposited in into the trust account (the “Trust Account”) established by the Company for the benefit of the public shareholders Public Shareholders (as defined below), as described in the Registration Statement (the “Trust Account”as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company, Vstock Company and Continental Stock Transfer LLC and Wilmington Trust, National Association& Trust Company (“CST&T”) substantially in the form annexed as an exhibit to the Registration Statement. Such amount includes an aggregate After deposit of up to $2,500,000 (or up to $2,875,000 if the Over-allotment Option is exercised in full), or $0.25 per Unit, payable to Ladenburg as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, Section 1.3 hereof, to be placed by the Underwriters in funds into the Trust Account. The , the remaining proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the UnderwritersRepresentative) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) DTC for the account of the UnderwritersRepresentative). The funds deposited in the Trust Account shall be disbursed upon the earlier of: (i) the closing of the Business Combination (as defined in Section 1.4.1), or (ii) that the Company fails to complete its initial Business Combination within 12 months from the Closing Date (or up to 18 months if further extended), unless otherwise described in the Trust Agreement. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in New York, New York are generally are open for use by customers on such day, and the term “Public Shareholders” means the holders of Ordinary Shares sold in the Offering or acquired in the aftermarket, including any of the Insiders (as defined in Section 1.4.1 below) to the extent they acquire such Ordinary Shares in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second third (2nd3rd) Business Day following the Effective Date of date that the Registration Statement is declared effective by the Commission (the “Effective Date”) (or the third fourth (3rd4th) Business Day following the Effective Date, if the Registration Statement is declared effective on at or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative Maxim or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 50,750,000 ($115,000,000 58,362,500 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 10.15 per Unitunit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.51.6) shall be deposited in the trust account established by and between the Company and Continental Stock Transfer & Trust Company (“CST”) for the benefit of the public shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company, Vstock Transfer LLC and Wilmington Trust, National Association). Such amount includes The Underwriters shall place an aggregate of up to $2,500,000 1,750,000 (or up to $2,875,000 2,012,500 if the Over-allotment Option is exercised in full), or $0.25 0.35 per Firm Unit, payable to Ladenburg the Underwriters as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, with Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (the “DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 60,600,000 ($115,000,000 69,690,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 10.10 per Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.5) shall be deposited in the trust account established by the Company for the benefit of the public shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company, Vstock Transfer LLC and Wilmington Trust, National Association. Such amount includes an aggregate of up to $2,500,000 1,500,000 (or up to $2,875,000 1,725,000 if the Over-allotment Option is exercised in full), or $0.25 per Unit, payable to Ladenburg as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) third Business Day following the Effective Date of the Registration Statement (or the third (3rd) fourth Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 4:30 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 ($115,000,000 114,250,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 per Unitunit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.51.4) shall be deposited in the trust account fund established by the Company for the benefit of the public shareholders stockholders as described in the Registration Statement (the “Trust AccountFund”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company, Vstock Transfer LLC and Wilmington Trust, National Association. Such which amount includes an aggregate of up to $2,500,000 3,000,000 (or up to $2,875,000 0.30 per Firm Unit; $3,450,000 if the Over-allotment Option is exercised in full), or $0.25 per Unit, ) payable to Ladenburg the Representative as contingent compensation upon consummation of a Deferred Underwriting Commission Business Combination. However, in accordance with, and subject to adjustment pursuant to, Section 1.3 hereofthe event the Over-allotment Option (as defined below) is exercised in full, to be placed by the Underwriters extent the funds held in the Trust AccountFund are less than $10.00 per share, the first $750,000 in interest earned on the amount held in the Trust Fund (net of taxes payable) will be used to cover such shortfall to bring the amount held in the Trust Fund for the benefit of the public stockholders to an aggregate of $115,000,000 ($10.00 per share). The Any remaining proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (the “DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second third (2nd3rd) Business Day following the Effective Date of the Registration Statement (or the third fourth (3rd4th) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 4:30 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative Chardan or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 40,000,000 ($115,000,000 45,868,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or approximately $10.00 per Unitunit (or $9.97 per unit if the Over-allotment Option is exercised in full), of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.51.4) shall be deposited in the trust account fund established by the Company for the benefit of the public shareholders as described in the Registration Statement (the “Trust AccountFund”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company, Vstock Transfer LLC and Wilmington Trust, National Association. Such which amount includes an aggregate of up to $2,500,000 1,120,000 (or up to $2,875,000 0.28 per Firm Unit; $1,288,000 if the Over-allotment Option is exercised in full), or $0.25 per Unit, ) payable to Ladenburg the Representative as contingent compensation upon consummation of a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, Section 1.3 hereof, to be placed by the Underwriters in the Trust AccountBusiness Combination. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (the “DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 51,000,000 ($115,000,000 58,650,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 10.20 per Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.5) shall be deposited in the trust account established by the Company for the benefit of the public shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company and Continental Stock Transfer & Trust Company, Vstock Transfer LLC and Wilmington Trust, National Association. Such amount includes an aggregate of up to $2,500,000 1,437,500 (or up to $2,875,000 2,012,500 if the Over-allotment Option is exercised in full), or $0.25 0.35 per Unit, payable to Ladenburg Chardan as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. Payment of two and one half percent (2.5%) of the underwriting discount to Chardan shall be paid at the Offering. Chardan will acquire a pro rata portion of Private Units with half of one percent of the underwriting discount paid at Closing, thus reducing the underwriting discount paid at Closing in cash to two percent (2.0%). The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) third Business Day following the Effective Date of the Registration Statement (or the third (3rd) fourth Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 4:30 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as called the “Closing Date"CLOSING DATE.” " Payment for the Firm Units shall be made on the Closing Date at the Representative’s 's election by wire transfer in Federal (same day) funds or by certified or bank cashier’s 's check(s) in New York Clearing House funds. $100,000,000 24,502,500 ($115,000,000 5.88 per unit; $28,185,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or which represents approximately $10.00 5.88 per Unit, unit) of the proceeds received by the Company for the Firm Units Units, the Convertible Loans (as defined in Section 1.5) and from the Private Placement (as defined in Section 1.51.4) shall be deposited in the trust account fund established by the Company for the benefit of the public shareholders stockholders as described in the Registration Statement (the “Trust Account”"TRUST FUND") pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”"TRUST AGREEMENT") by and between the Company, Vstock Transfer LLC and Wilmington Trust, National Association. Such which amount includes an aggregate of up to $2,500,000 500,000 (or up to $2,875,000 0.12 per Firm Unit; $575,500 if the Over-allotment Option is exercised in full), or which represents $0.25 0.12 per Option Unit, ) payable to Ladenburg the Representative as deferred underwriting discounts and commissions upon consummation of a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, Section 1.3 hereof, to be placed by the Underwriters in the Trust AccountBusiness Combination. The Any remaining proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (“the "DTC”")) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 50,000,000 ($115,000,000 57,500,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 per Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.5) shall be deposited in the trust account established by the Company for the benefit of the public shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company, Vstock Transfer LLC Company and Wilmington Trust, National AssociationTrust Company. Such amount includes an aggregate of up to $2,500,000 1,500,000 (or up to $2,875,000 1,725,000 if the Over-allotment Option is exercised in full), or $0.25 0.30 per Unit, payable to Ladenburg Chardan as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second third (2nd3rd) Business Day following the Effective Date of the Registration Statement (or the third fourth (3rd4th) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative Chardan or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 51,500,000 ($115,000,000 59,225,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or approximately $10.00 10.30 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Unit Private Placement (as defined in Section 1.51.5.2) shall be deposited in the trust account established by the Company for the benefit of the public shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company, Vstock Transfer LLC and Wilmington Trust, National Association). Such amount includes The Underwriters shall place an aggregate of up to $2,500,000 1,000,000 (or up to $2,875,000 1,150,000 if the Over-allotment Option is exercised in full), or $0.25 0.20 per Unitunit, payable to Ladenburg Chardan as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, with Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (the “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 one (21) Business Days Day 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 delivery prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on at or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative Maxim or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 76,125,000 ($115,000,000 87,543,750 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or approximately $10.00 10.15 per Unitunit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.51.6) shall be deposited in the trust account established by the Company for the benefit of the public shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company, Vstock Transfer LLC and Wilmington Trust, National Association). Such amount includes an aggregate of up to $2,500,000 2,250,000 (or up to $2,875,000 2,587,500 if the Over-allotment Option is exercised in full), or $0.25 0.30 per Unitunit, payable to Ladenburg Maxim as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, with Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 55,825,000 ($115,000,000 64,198,750 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 10.15 per Unitunit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.5) shall be deposited in the trust account established by the Company for the benefit of the public shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company, Vstock Transfer LLC and Wilmington Trust, National Association). Such amount includes an aggregate of up to $2,500,000 1,925,000 (or up to $2,875,000 2,213,750 if the Over-allotment Option is exercised in full), or $0.25 0.35 per Unitunit, payable to Ladenburg Chardan and I-Bankers Securities, Inc. (“I-Bankers”) as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, with Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (the “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 one (21) Business Days Day prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on at or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative Maxim or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 101,000,000 ($115,000,000 116,150,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or approximately $10.00 10.10 per Unitunit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.51.6) shall be deposited in the trust account established by the Company for the benefit of the public shareholders stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company, Vstock Transfer LLC and Wilmington Trust, National Association). Such amount includes an aggregate of up to $2,500,000 3,500,000 (or up to $2,875,000 4,025,000 if the Over-allotment Option is exercised in full), or $0.25 0.35 per Unitunit, payable to Ladenburg Maxim as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, with Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second third (2nd3rd) Business Day following the Effective Date of date that the Registration Statement is declared effective by the Commission (the “Effective Date”) (or the third fourth (3rd4th) Business Day following the Effective Date, if the Registration Statement is declared effective on at or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative Maxim or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 66,300,000 ($115,000,000 76,245,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 10.20 per Unitunit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.51.4) shall be deposited in the trust account established by and between the Company and Continental Stock Transfer & Trust Company (“CST”) for the benefit of the public shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company, Vstock Transfer LLC and Wilmington Trust, National Association). Such amount includes The Underwriters shall place an aggregate of up to $2,500,000 1,625,000 (or up to $2,875,000 1,868,750 if the Over-allotment Option is exercised in full), or $0.25 per Firm Unit, payable to Ladenburg the Underwriters as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, with Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (the “DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on at or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative Maxim or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 ($115,000,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or approximately $10.00 per Unitunit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.51.6) shall be deposited in the trust account established by the Company for the benefit of the public shareholders stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company, Vstock Transfer LLC and Wilmington Trust, National Association). Such amount includes an aggregate of up to $2,500,000 3,500,000 (or up to $2,875,000 4,025,000 if the Over-allotment Option is exercised in full), or $0.25 0.35 per Unitunit, payable to Ladenburg Maxim as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, with Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative Chardan or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 151,500,000 ($115,000,000 174,225,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 10.10 per Unitunit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.5) shall be deposited in the trust account established by the Company for the benefit of the public shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company, Vstock Transfer LLC and Wilmington Trust, National Association). Such amount includes The Underwriters shall place an aggregate of up to $2,500,000 6,000,000 (or up to $2,875,000 6,900,000 if the Over-allotment Option is exercised in full), or $0.25 0.40 per Unitunit, payable to Ladenburg Chardan as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, with Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 40,800,000 ($115,000,000 46,920,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 10.20 per Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.51.4) shall be deposited in the trust account established by the Company for the benefit of the public shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company, Vstock Company and Continental Stock Transfer LLC and Wilmington Trust, National Association& Trust Company (“CST”). Such amount includes The funds deposited in the Trust Account shall include an aggregate of up to $2,500,000 0.35 per Unit ($1,400,000 or up to $2,875,000 1,610,000 if the Overover-allotment Option is exercised in full), or $0.25 per Unit, ) payable to Ladenburg the Representative as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, with Section 1.3 1.4 hereof, to be placed by the Underwriters in the Trust Account. The remaining proceeds (less commissions, expense allowance commissions and actual expense payments or other fees payable pursuant to this AgreementAgreement and payment of the Deferred Underwriting Commission) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 50,000,000 ($115,000,000 57,500,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or approximately $10.00 per Unitunit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.5) shall be deposited in the trust account established by the Company for the benefit of the public shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company, Vstock Transfer LLC and Wilmington Trust, National Association). Such amount includes an aggregate of up to $2,500,000 (or up to $2,875,000 if the Over-allotment Option is exercised in full)1,500,000, or $0.25 0.30 per Unitunit, payable to Ladenburg the Representative as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, with Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (the “DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M.a.m., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on at or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” ”. Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 ($115,000,000 115,00,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 per Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.51.4) shall be deposited in the trust account established by the Company for the benefit of the public shareholders stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company and Continental Stock Transfer & Trust Company, Vstock Transfer LLC and Wilmington Trust, National Association. Such amount includes an aggregate of up to $2,500,000 3,500,000 (or up to $2,875,000 4,025,000 if the Over-allotment Option is exercised in full), or $0.25 0.35 per UnitUnit (as defined below), payable to Ladenburg Chardan as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, Section 1.3 1.3.1 hereof, to be placed by the Underwriters in the Trust Account. Payment of two percent (2.0%) of the underwriting discount to Chardan shall be paid at the Closing of the Offering. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative Chardan or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 178,500,000 ($115,000,000 205,275,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or approximately $10.00 10.20 per Unitunit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.5) shall be deposited in the trust account established by the Company for the benefit of the public shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company, Vstock Transfer LLC and Wilmington Trust, National Association). Such amount includes The Underwriters shall place an aggregate of up to $2,500,000 4,375,000 (or up to $2,875,000 5,031,250 if the Over-allotment Option is exercised in full), or $0.25 per Unitunit, payable to Ladenburg Chardan as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, with Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on at or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 102,000,000 ($115,000,000 117,300,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or approximately $10.00 10.20 per Unitunit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.51.6) shall be deposited in the trust account established by the Company for the benefit of the public shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company, Vstock Transfer LLC and Wilmington Trust, National Association). Such amount includes an aggregate of up to $2,500,000 3,000,000 (or up to $2,875,000 3,450,000 if the Over-allotment Option is exercised in full), or $0.25 0.30 per Unitunit, payable to Ladenburg the Representative as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, with Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two one (21) Business Days Day prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on at or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative Maxim or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 101,500,000 ($115,000,000 116,725,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or approximately $10.00 10.15 per Unitunit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.51.6) shall be deposited in the trust account established by the Company for the benefit of the public shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company, Vstock Transfer LLC and Wilmington Trust, National Association). Such amount includes an aggregate of up to $2,500,000 3,500,000 (or up to $2,875,000 4,025,000 if the Over-allotment Option is exercised in full), or $0.25 0.35 per Unitunit, payable to Ladenburg Maxim as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, with Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M.a.m., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on at or after 4:00 p.m., New York City time) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” ”. Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 50,750,000 ($115,000,000 if increasing up to$ 58,362,500 to the extent that the Over-allotment Option (as defined in Section 1.2) is exercised in fullexercised), or $10.00 10.15 per Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.51.4) shall be deposited in the trust account established by the Company for the benefit of the public shareholders stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company and American Stock Transfer & Trust Company, Vstock Transfer LLC and Wilmington Trust, National Association. Such amount includes an aggregate of $2,000,000 (increasing up to $2,500,000 (or up 2,300,000 to $2,875,000 if the extent that the Over-allotment Option is exercised in fullexercised), or $0.25 0.40 per UnitUnit (as defined below), payable to Ladenburg as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, with Section 1.3 hereof. Payment of $0.175 per Firm Unit, or an aggregate of $875,000 (increasing up to $1,006,250 to the extent that the Over-allotment Option is exercised), shall be placed by paid to Ladenburg at the Underwriters in Closing of the Trust AccountOffering. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the The Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 40,000,000 ($115,000,000 46,000,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or approximately $10.00 per Unitunit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.5) shall be deposited in the trust account established by the Company for the benefit of the public shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company, Vstock Transfer LLC and Wilmington Trust, National Association). Such amount includes an aggregate of up to $2,500,000 1,600,000 (or up to $2,875,000 1,840,000 if the Over-allotment Option is exercised in full), or $0.25 0.40 per Unitunit, payable to Ladenburg Chardan as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, with Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (the “DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 40,800,000 ($115,000,000 46,920,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 10.20 per Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.51.4) shall be deposited in the trust account established by the Company for the benefit of the public shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company, Vstock Company and Continental Stock Transfer LLC and Wilmington Trust, National Association& Trust Company (“CST”). Such amount includes The funds deposited in the Trust Account shall include an aggregate of up to $2,500,000 0.40 per Unit (or up to $2,875,000 1,600,000 for $1,840,000 if the Overover-allotment Option is exercised in full), or $0.25 per Unit, ) payable to Ladenburg the Representative as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, with Section 1.3 1.4 hereof, to be placed by the Underwriters in the Trust Account. The remaining proceeds (less commissions, expense allowance commissions and actual expense payments or other fees payable pursuant to this AgreementAgreement and payment of the Deferred Underwriting Commission) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 60,900,000 ($115,000,000 70,035,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 10.15 per Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.51.3) shall be deposited in the trust account located in the United States established by the Company for the benefit of the public shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company, Vstock Company and Continental Stock Transfer LLC and Wilmington Trust, National Association& Trust Company (“CST”). Such amount includes The funds deposited in the Trust Account shall include an aggregate of up to $2,500,000 0.325 per Unit ($1,950,000 or up to $2,875,000 2,242,500 if the Over-allotment Option is exercised in full), or $0.25 per Unit, ) payable to Ladenburg the Representative as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, with Section 1.3 1.4 hereof, to be placed by the Underwriters in the Trust Account. The remaining proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 ($115,000,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 per Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.5) shall be deposited in the trust account established by the Company for the benefit of the public shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement investment management trust agreement (the “Trust Agreement”) by and between the Company, Vstock Transfer LLC Company and Wilmington Trust, National Association. Such amount includes an aggregate of up to $2,500,000 3,500,000 (or up to $2,875,000 4,025,000 if the Over-allotment Option is exercised in full), or $0.25 0.35 per Unit, payable to Ladenburg Chardan as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M.a.m., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on at or after 4:00 p.m., New York City time) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” ”. Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 50,500,000 ($115,000,000 if increasing up to$ 58,075,000 to the extent that the Over-allotment Option (as defined in Section 1.2) is exercised in fullexercised), or $10.00 10.10 per Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.51.4) shall be deposited in the trust account established by the Company for the benefit of the public shareholders stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company and Continental Stock Transfer & Trust Company, Vstock Transfer LLC and Wilmington Trust, National Association. Such amount includes an aggregate of $1,750,000 (increasing up to $2,500,000 (or up 2,012,500 to $2,875,000 if the extent that the Over-allotment Option is exercised in fullexercised), or $0.25 0.35 per UnitUnit (as defined below), payable to Ladenburg Chardan as a Deferred Underwriting Commission in accordance withwith Section 1.3.1 hereof. Payment of $0.15 per Firm Unit, and subject or an aggregate of $750,000 (increasing up to adjustment pursuant to$862,500 to the extent that the Over-allotment Option is exercised), Section 1.3 hereof, shall be paid to be placed by Chardan at the Underwriters in Closing of the Trust AccountOffering. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the The Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on at or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. funds in the amount of $100,000,000 75,000,000 ($115,000,000 86,250,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or approximately $10.00 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.51.6) shall be deposited in the trust account established by the Company for the benefit of the public shareholders Public Shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company, Vstock Company and Continental Stock Transfer LLC and Wilmington Trust, National Association& Trust Company (“CST&T”). Such amount includes an aggregate of up to $2,500,000 2,625,000 (or up to $2,875,000 3,018,750, if the Over-allotment Option is exercised in full), or $0.25 0.35 per Firm Unit, payable to Ladenburg the Representative as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, with Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. Notwithstanding the foregoing, one percent (1%) of the Deferred Underwriting Commission will be rebated back to the Company is cash upon consummation of a Business Combination to cover expenses associated with other advisory services. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two one (21) Business Days Day prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public Shareholders” means the holders of shares of Ordinary Shares sold as part of the Firm Units in the Offering or acquired in the aftermarket, including the Initial Shareholders (as hereinafter defined) to the extent such Initial Shareholders acquire such shares of Ordinary Shares in the aftermarket (and solely with respect to such shares of Ordinary Share).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 50,000,000 ($115,000,000 57,500,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 per Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.5) shall be deposited in the trust account established by the Company for the benefit of the public shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement investment management trust agreement (the “Trust Agreement”) by and between the Company and Continental Stock Transfer & Trust Company, Vstock Transfer LLC and Wilmington Trust, National Association. Such amount includes an aggregate of up to $2,500,000 1,250,000 (or up to $2,875,000 1,437,500 if the Over-allotment Option is exercised in full), or $0.25 per Unit, payable to Ladenburg Chardan as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M.a.m., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on at or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” ”. Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 60,000,000 ($115,000,000 69,00,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 per Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.51.4) shall be deposited in the trust account established by the Company for the benefit of the public shareholders stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company and Continental Stock Transfer & Trust Company, Vstock Transfer LLC and Wilmington Trust, National Association. Such amount includes an aggregate of up to $2,500,000 2,250,000 (or up to $2,875,000 2,587,500 if the Over-allotment Option is exercised in full), or $0.25 0.375 per UnitUnit (as defined below), payable to Ladenburg Chardan as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, Section 1.3 1.3.1 hereof, to be placed by the Underwriters in the Trust Account. Payment of two percent (2.5%) of the underwriting discount to Chardan shall be paid at the Closing of the Offering. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at or after 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 111,100,000 ($115,000,000 127,765,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 10.10 per Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.5) shall be deposited in the trust account established by the Company for the benefit of the public shareholders stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement investment management trust agreement (the “Trust Agreement”) by and between the Company and Continental Stock Transfer & Trust Company, Vstock Transfer LLC and Wilmington Trust, National Association. Such amount includes an aggregate of up to $2,500,000 3,850,000 (or up to $2,875,000 4,427,500 if the Over-allotment Option is exercised in full), or $0.25 0.35 per Unit, payable to Ladenburg Chardan as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on at or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 60,300,000 ($115,000,000 69,345,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 10.05 per Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.51.4) shall be deposited in the trust account established by the Company for the benefit of the public shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company and Continental Stock Transfer & Trust Company, Vstock Transfer LLC and Wilmington Trust, National Association. Such amount includes an aggregate of up to $2,500,000 2,100,000 (or up to $2,875,000 2,415,000 if the Over-allotment Option is exercised in full), or $0.25 0.35 per Unit, payable to Ladenburg Chardan as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. Payment of two (2%) percent of the underwriting discount to Chardan shall be made on the Closing Date. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M.a.m., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on at or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” ”. Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 (or $115,000,000 115,00,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 per UnitUnit (as defined below), of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.51.4) shall be deposited in the trust account established by the Company for the benefit of the public shareholders stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company and Continental Stock Transfer & Trust Company, Vstock Transfer LLC and Wilmington Trust, National Association. Such amount includes an aggregate of up to $2,500,000 3,750,000 (or up to $2,875,000 4,312,500 if the Over-allotment Option is exercised in full), or $0.25 0.375 per Unit, payable to Ladenburg Chardan as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, Section 1.3 1.3.1 hereof, to be placed by the Underwriters in the Trust Account. Payment of two and one-half percent (2.5%) of the underwriting discount to Chardan shall be paid at the Closing of the Offering. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M.a.m., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on at or after 4:00 p.m., New York City time) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” ”. Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 50,750,000 (increasing up to $115,000,000 if 58,362,500 to the extent that the Over-allotment Option (as defined in Section 1.2) is exercised in fullexercised), or $10.00 10.15 per Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.51.4) shall be deposited in the trust account established by the Company for the benefit of the public shareholders stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company and Continental Stock Transfer & Trust Company, Vstock Transfer LLC and Wilmington Trust, National Association. Such amount includes an aggregate of $1,750,000 (increasing up to $2,500,000 (or up 2,012,500 to $2,875,000 if the extent that the Over-allotment Option is exercised in fullexercised), or $0.25 0.35 per UnitUnit (as defined below), payable to Ladenburg Chardan as a Deferred Underwriting Commission in accordance withwith Section 1.3.1 hereof. Payment of $0.15 per Firm Unit, and subject or an aggregate of $750,000 (increasing up to adjustment pursuant to$862,500 to the extent that the Over-allotment Option is exercised), Section 1.3 hereof, shall be paid to be placed by Chardan at the Underwriters in Closing of the Trust AccountOffering. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the The Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on at or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 91,350,000 ($115,000,000 105,052,500 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or approximately $10.00 10.15 per Unitunit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.51.6) shall be deposited in the trust account established by the Company for the benefit of the public shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company, Vstock Transfer LLC and Wilmington Trust, National Association). Such amount includes an aggregate of up to $2,500,000 3,150,000 (or up to $2,875,000 3,622,500 if the Over-allotment Option is exercised in full), or $0.25 0.35 per Unitunit, payable to Ladenburg the Representative as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, with Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two one (21) Business Days Day prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on at or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 89,320,000 ($115,000,000 102,718,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or approximately $10.00 10.15 per Unitunit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.51.4) shall be deposited in the trust account established by the Company for the benefit of the public shareholders stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company, Vstock Transfer LLC and Wilmington Trust, National Association). Such amount includes an aggregate of up to $2,500,000 3,080,000 (or up to $2,875,000 3,542,000 if the Over-allotment Option is exercised in full), or $0.25 0.35 per Firm Unit, payable to Ladenburg the Representative as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, with Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two one (21) Business Days Day prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units. For purposes of this Agreement, “Initial Stockholders” shall mean the Sponsor (as defined in Section 1.4.1 hereof) and any other holders of Founder Shares (as defined in Section 1.4.1 hereof) prior to the Offering (or their permitted transferees).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M.a.m., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on at or after 4:00 p.m., New York City time) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” ”. Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 50,500,000 ($115,000,000 if increasing up to$ 58,075,000 to the extent that the Over-allotment Option (as defined in Section 1.2) is exercised in fullexercised), or $10.00 10.10 per Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.51.4) shall be deposited in the trust account established by the Company for the benefit of the public shareholders stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company and American Stock Transfer & Trust Company, Vstock Transfer LLC and Wilmington Trust, National Association. Such amount includes an aggregate of $1,750,000 (increasing up to $2,500,000 (or up 2,012,500 to $2,875,000 if the extent that the Over-allotment Option is exercised in fullexercised), or $0.25 0.35 per UnitUnit (as defined below), payable to Ladenburg Chardan as a Deferred Underwriting Commission in accordance withwith Section 1.3.1 hereof. Payment of $0.15 per Firm Unit, and subject or an aggregate of $750,000 (increasing up to adjustment pursuant to$862,500 to the extent that the Over-allotment Option is exercised), Section 1.3 hereof, shall be paid to be placed by Chardan at the Underwriters in Closing of the Trust AccountOffering. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the The Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on at or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative Maxim or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 75,000,000 ($115,000,000 86,250,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or approximately $10.00 per Unitunit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.5) shall be deposited in the trust account established by the Company for the benefit of the public shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company, Vstock Transfer LLC and Wilmington Trust, National Association). Such amount includes an aggregate of up to $2,500,000 2,625,000 (or up to $2,875,000 3,018,750 if the Over-allotment Option is exercised in full), or $0.25 0.35 per Unitunit, payable to Ladenburg Maxim as a Deferred Underwriting Commission Discounts in accordance with, and subject to adjustment pursuant to, with Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The proceeds (less commissionsdiscounts, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on at or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company Company, at the offices of the Representative Maxim or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. The amount of $100,000,000 202,000,000 ($115,000,000 232,300,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or approximately $10.00 10.10 per Unitunit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.51.6) shall be deposited in the trust account established by the Company for the benefit of the public shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company, Vstock Transfer LLC and Wilmington Trust, National Association). Such amount includes an aggregate of up to $2,500,000 7,000,000 (or up to $2,875,000 8,050,000 if the Over-allotment Option is exercised in full), or $0.25 0.35 per Unitunit, payable to Ladenburg Maxim as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, with Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the The Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on at or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 40,800,000 ($115,000,000 46,920,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 10.20 per Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.51.3) shall be deposited in the trust account established by the Company for the benefit of the public shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company, Vstock Transfer LLC Company and Wilmington Trust, National AssociationAssociation (“Wilmington”). Such amount includes The funds deposited in the Trust Account shall include an aggregate of up to $2,500,000 0.35 per Unit (or up to $2,875,000 1,400,000 for $1,610,000 if the Overover-allotment Option is exercised in full), or $0.25 per Unit, ) payable to Ladenburg the Representative as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, with Section 1.3 1.4 hereof, to be placed by the Underwriters in the Trust Account. The remaining proceeds (less commissions, expense allowance commissions and actual expense payments or other fees payable pursuant to this AgreementAgreement and payment of the Deferred Underwriting Commission) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M.a.m., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 101,500,000 ($115,000,000 116,725,000 if the Over-allotment Option (as defined in Section 1.21.2.1) is exercised in full), or $10.00 10.15 per Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.51.4) shall be deposited in the trust account established by the Company for the benefit of the public shareholders stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company and Continental Stock Transfer & Trust Company, Vstock Transfer LLC and Wilmington Trust, National Association. Such amount includes an aggregate of up to $2,500,000 3,500,000 (or up to $2,875,000 4,025,000 if the Over-allotment Option is exercised in full), or $0.25 0.35 per UnitUnit (as defined below), payable to Ladenburg Chardan as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, Section 1.3 hereof1.3, to be placed by the Underwriters in the Trust Account. Payment of two percent (2%) of the gross proceeds to Chardan shall be paid at the closing of the Offering. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 40,000,000 ($115,000,000 46,000,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 per Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.5) shall be deposited in the trust account established by the Company for the benefit of the public shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company and Continental Stock Transfer & Trust Company, Vstock Transfer LLC and Wilmington Trust, National Association. Such amount includes an aggregate of up to $2,500,000 1,600,000 (or up to $2,875,000 1,840,000 if the Over-allotment Option is exercised in full), or $0.25 0.40 per Unit, payable to Ladenburg Chardan as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date commencement of trading of the Registration Statement (or the third (3rd) Business Day following the Effective DateFirm Units, if the Registration Statement is declared effective on or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at through the Representative’s election facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. The Company shall receive an aggregate of approximately $100,000,000 129,065,000 of proceeds after offering expenses (or $115,000,000 148,190,000 if the Underwriters’ Over-allotment Allotment Option (as defined in Section 1.21.2.1) is exercised in full), or $10.00 per Unit, ) from the sale of the proceeds received by the Company for the Firm Units and from the Private Placement Units (as defined in Section 1.5section 1.3.3), of which $127,500,000 (or $146,625,000 if the Underwriters’ Over-Allotment Option is exercised in full) shall be deposited in on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the public shareholders Public Stockholders, as described in the Registration Statement (the “Trust Account”as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company, Vstock Company and Continental Stock Transfer LLC and Wilmington Trust, National Association& Trust Company (“CST&T”) substantially in the form annexed as an exhibit to the Registration Statement. Such amount includes an aggregate After deposit of up to $2,500,000 (or up to $2,875,000 if the Over-allotment Option is exercised in full), or $0.25 per Unit, payable to Ladenburg as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, Section 1.3 hereof, to be placed by the Underwriters in funds into the Trust Account. The , the remaining proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the UnderwritersRepresentative) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) DTC for the account of the UnderwritersRepresentative). The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in New York, New York are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Insiders (as defined in Section 1.4.1 below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second third (2nd3rd) Business Day (as defined below) following the Effective Date of the Registration Statement (or the third fourth (3rd4th) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative Chardan or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 40,800,000 ($115,000,000 46,920,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or approximately $10.00 10.20 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.51.4) shall be deposited in the trust account established by the Company for the benefit of the public shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company, Vstock Transfer LLC and Wilmington Trust, National Association). Such amount includes The Underwriters shall place an aggregate of up to $2,500,000 1,000,000 (or up to $2,875,000 1,150,000 if the Over-allotment Option is exercised in full), or $0.25 per Firm Unit, payable to Ladenburg Chardan as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, with Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (the “DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M.a.m., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on at or after 4:00 p.m., New York City time) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” ”. Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 61,050,000 (increasing up to $115,000,000 if 70,207,500 to the extent that the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 10.175 per Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.51.4) shall be deposited in the trust account established by the Company for the benefit of the public shareholders stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company and Continental Stock Transfer & Trust Company, Vstock Transfer LLC and Wilmington Trust, National Association. Such amount includes an aggregate of $1,800,000 (increasing up to $2,500,000 (or up 2,070,000 to $2,875,000 if the extent that the Over-allotment Option is exercised in full), or $0.25 0.30 per UnitUnit (as defined below), payable to Ladenburg Chardan as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, Section 1.3 1.3.1 hereof, to be placed by the Underwriters in the Trust Account. Payment of $0.20 per Firm Unit or Option Unit or $0.125 per Firm Unit or Option Unit purchased by investors that are sourced by the Sponsor shall be paid to Chardan at the Closing of the Offering. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the The Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M.a.m., New York City time, on the second (2nd) Business Day (as defined below) following the Effective Date commencement of trading of the Registration Statement (or the third (3rd) Business Day following the Effective DateUnits, if the Registration Statement is declared effective on or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company Company, at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 101,500,000 ($115,000,000 116,725,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or approximately $10.00 10.15 per Unitunit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.51.4) shall be deposited in the trust account established by the Company for the benefit of the public shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company, Vstock Transfer LLC and Wilmington Trust, National Association). Such amount includes an aggregate of up to $2,500,000 3,500,000 (or up to $2,875,000 4,025,000 if the Over-allotment Option is exercised in full), or $0.25 0.35 per Unitunit, payable to Ladenburg the Representative as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, with Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two one (21) Business Days Day prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second third (2nd3rd) Business Day following the Effective Date of the Registration Statement (or the third fourth (3rd4th) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 4:30 p.m.) or at such earlier time as shall be agreed upon by the Representative Representatives and the Company at the offices of the Representative Chardan or at such other place as shall be agreed upon by the Representative Representatives and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s Representatives’ election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 35,314,000 ($115,000,000 40,498,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or approximately $10.00 7.85 per Unitunit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.51.4) shall be deposited in the trust account fund established by the Company for the benefit of the public shareholders stockholders as described in the Registration Statement (the “Trust AccountFund”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company, Vstock Transfer LLC and Wilmington Trust, National Association. Such which amount includes an aggregate of up to $2,500,000 1,080,000 (or up to $2,875,000 0.24 per Firm Unit; $1,242,000 if the Over-allotment Option is exercised in full), or $0.25 per Unit, ) payable to Ladenburg the Representatives as contingent compensation upon consummation of a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, Section 1.3 hereof, to be placed by the Underwriters in the Trust AccountBusiness Combination. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative Representatives of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (the “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 Representatives may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative Representatives to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative Representatives for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M.a.m., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 50,000,000 ($115,000,000 57,500,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 per Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.5) shall be deposited in the trust account established by the Company for the benefit of the public shareholders stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company and Continental Stock Transfer & Trust Company, Vstock Transfer LLC and Wilmington Trust, National Association. Such amount includes an aggregate of up to $2,500,000 1,750,000 (or up to $2,875,000 2,012,500 if the Over-allotment Option is exercised in full), or $0.25 0.35 per Unit, payable to Ladenburg Chardan as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, Section 1.3 1.3.1 hereof, to be placed by the Underwriters in the Trust Account. Payment of two percent (2.0%) of the underwriting discount to Chardan shall be paid at the Offering. The Placement Units acquired by Chardan pursuant to the preceding sentence are subject to a lock-up for a period of one hundred eighty (180) days immediately following the Effective Date of the Registration Statement or the commencement of sales in the offering, and, for a one year period (including the foregoing one hundred eighty (180) day period) following the Effective Date, may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities, pursuant to Rule 5110(g)(1) of FINRA’s Rules. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M.a.m., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on at or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative Maxim or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 50,000,000 ($115,000,000 57,500,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or approximately $10.00 per Unitunit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.51.6) shall be deposited in the trust account established by the Company for the benefit of the public shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company, Vstock Transfer LLC and Wilmington Trust, National Association). Such amount includes an aggregate of up to $2,500,000 1,750,000 (or up to $2,875,000 2,012,500 if the Over-allotment Option is exercised in full), or $0.25 0.35 per Unitunit, payable to Ladenburg Maxim as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, with Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on at or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative Lucosky Xxxxxxxx LLP, counsel to Underwriters (“Lucosky Xxxxxxxx”), or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 101,000,000 ($115,000,000 116,150,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or approximately $10.00 10.10 per Unitunit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.51.6) shall be deposited in the trust account established by the Company for the benefit of the public shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company, Vstock Transfer LLC and Wilmington Trust, National Association). Such amount includes an aggregate of up to $2,500,000 3,500,000 (or up to $2,875,000 4,025,000 if the Over-allotment Option is exercised in full), or $0.25 0.35 per Unitunit, payable to Ladenburg Kingswood as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, with Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M.a.m., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m.) ), or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 ($115,000,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 per Unitunit sold in the Offering, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.5) shall be deposited in the trust account established by the Company for the benefit of the public shareholders stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company and Continental Stock Transfer & Trust Company, Vstock Transfer LLC and Wilmington Trust, National Association. Such amount includes an aggregate of up to $2,500,000 3,500,000 (or up to $2,875,000 4,025,000 if the Over-allotment Option is exercised in full), or $0.25 0.35 per Unitunit, payable to Ladenburg Chardan as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. Payment of two percent (2.0%) of the underwriting discount to Chardan shall be paid at the closing of the Offering. The proceeds (less commissionsdiscounts, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company on the Closing Date upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the UnderwritersRepresentative) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on at or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative Maxim or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 50,500,000 ($115,000,000 58,075,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or approximately $10.00 10.10 per Unitunit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.5) shall be deposited in the trust account established by the Company for the benefit of the public shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company, Vstock Transfer LLC and Wilmington Trust, National Association). Such amount includes an aggregate of up to $2,500,000 1,750,000 (or up to $2,875,000 2,012,500 if the Over-allotment Option is exercised in full), or $0.25 0.35 per Unitunit, payable to Ladenburg Maxim as a Deferred Underwriting Commission Discounts in accordance with, and subject to adjustment pursuant to, with Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The proceeds (less commissionsdiscounts, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 40,000,000 ($115,000,000 46,000,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 per Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.5) shall be deposited in the trust account established by the Company for the benefit of the public shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company and Continental Stock Transfer & Trust Company, Vstock Transfer LLC and Wilmington Trust, National Association. Such amount includes an aggregate of up to $2,500,000 1,000,000 (or up to $2,875,000 1,150,000 if the Over-allotment Option is exercised in full), or $0.25 per Unit, payable to Ladenburg as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 50,000,000 ($115,000,000 57,500,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 per Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.5) shall be deposited in the trust account established by the Company for the benefit of the public shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company, Vstock Transfer LLC Company and Wilmington Trust, National Association. Such amount includes an aggregate of up to $2,500,000 1,250,000 (or up to $2,875,000 1,437,500 if the Over-allotment Option is exercised in full), or $0.25 per Unit, payable to Ladenburg as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on at or after 4:00 p.m.P.M.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative Maxim or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 50,000,000 ($115,000,000 57,500,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 per Unitunit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.51.6) shall be deposited in the trust account established by the Company for the benefit of the public shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company, Vstock Transfer LLC and Wilmington Trust, National Association. Such amount includes an aggregate of up to $2,500,000 (or up to $2,875,000 if the Over-allotment Option is exercised in full), or $0.25 per Unit, payable to Ladenburg as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M.a.m., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 60,000,000 ($115,000,000 69,000,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 per Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.5) shall be deposited in the trust account established by the Company for the benefit of the public shareholders stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company and Continental Stock Transfer & Trust Company, Vstock Transfer LLC and Wilmington Trust, National Association. Such amount includes an aggregate of up to $2,500,000 1,800,000 (or up to $2,875,000 2,070,000 if the Over-allotment Option is exercised in full), or $0.25 0.30 per Unit, payable to Ladenburg Chardan as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, Section 1.3 1.3.1 hereof, to be placed by the Underwriters in the Trust Account. Payment of two percent (2.0%) of the underwriting discount to Chardan shall be paid at the Offering. The Placement Units acquired by Chardan pursuant to the preceding sentence are subject to a lock-up for a period of one hundred eighty (180) days immediately following the Effective Date of the Registration Statement or the commencement of sales in the offering, and, for a one year period (including the foregoing one hundred eighty (180) day period) following the Effective Date, may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities, pursuant to Rule 5110(g)(1) of FINRA’s Rules. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 111,100,000 ($115,000,000 127,765,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 10.10 per Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.51.4) shall be deposited in the trust account established by the Company for the benefit of the public shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company and Continental Stock Transfer & Trust Company, Vstock Transfer LLC and Wilmington Trust, National Association. Such amount includes an aggregate of up to $2,500,000 3,850,000 (or up to $2,875,000 4,427,500 if the Over-allotment Option is exercised in full), or $0.25 0.35 per Unit, payable to Ladenburg the Representative as a Deferred Underwriting Commission Commissions in accordance with, and subject to adjustment pursuant to, Section 1.3 hereof, to be placed by the Underwriters Representative in the Trust Account. The proceeds (less commissions, expense allowance commissions and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 101,000,000 ($115,000,000 116,150,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 10.10 per Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.51.4) shall be deposited in the trust account established by the Company for the benefit of the public shareholders stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement investment management trust agreement (the “Trust Agreement”) by and between the Company and Continental Stock Transfer & Trust Company, Vstock Transfer LLC and Wilmington Trust, National Association. Such amount includes an aggregate of up to $2,500,000 3,500,000 (or up to $2,875,000 4,025,000 if the Over-allotment Option is exercised in full), or $0.25 0.35 per Unit, payable to Ladenburg Chardan as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 50,000,000 ($115,000,000 57,500,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 per Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.51.4) shall be deposited in the trust account established by the Company for the benefit of the public shareholders stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company and Continental Stock Transfer & Trust Company, Vstock Transfer LLC and Wilmington Trust, National Association. Such amount includes an aggregate of up to $2,500,000 1,500,000 (or up to $2,875,000 1,725,000 if the Over-allotment Option is exercised in full), or $0.25 0.30 per Unit, payable to Ladenburg Chardan as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. Payment of two and one half percent (2.5%) percent of the underwriting discount to Chardan shall be made at the Offering. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 40,000,000 ($115,000,000 46,000,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 per Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.5) shall be deposited in the trust account established by the Company for the benefit of the public shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company, Vstock Transfer LLC Company and Wilmington Trust, National Association. Such amount includes an aggregate of up to $2,500,000 1,000,000 (or up to $2,875,000 1,150,000 if the Over-allotment Option is exercised in full), or $0.25 per Unit, payable to Ladenburg as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 101,000,000 ($115,000,000 116,150,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 per Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.51.4) shall be deposited in the trust account established by the Company for the benefit of the public shareholders stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company and Continental Stock Transfer & Trust Company, Vstock Transfer LLC and Wilmington Trust, National Association. Such amount includes an aggregate of up to $2,500,000 3,670,000 (or up to $2,875,000 4,220,500 if the Over-allotment Option is exercised in full), or $0.25 0.367 per Unit, payable to Ladenburg the Representative as a Deferred Underwriting Commission Commissions in accordance with, and subject to adjustment pursuant to, Section 1.3 hereof, to be placed by the Underwriters Representative in the Trust Account. The proceeds (less commissions, expense allowance commissions and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 101,500,000 ($115,000,000 116,725,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 10.15 per Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.51.3) shall be deposited in the trust account established by the Company for the benefit of the public shareholders stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company and Continental Stock Transfer & Trust Company, Vstock Transfer LLC and Wilmington Trust, National Association. Such amount includes an aggregate of up to $2,500,000 3,500,000 (or up to $2,875,000 4,025,000 if the Over-allotment Option is exercised in full), or $0.25 0.35 per Unit, payable to Ladenburg Chardan as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. Payment of two (2%) percent of the underwriting discount to Chardan shall be made at the Offering. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M.a.m., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on at or after 4:00 p.m., New York City time) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. The Company shall receive an aggregate of $100,000,000 63,400,000 in gross proceeds (or $115,000,000 72,715,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 per Unit, ) from the sale of the proceeds received by Firm Units, the Company for the Firm Placement and Additional Placement Units and from the Private Placement (as defined in Section 1.5) 1.4), of which $60,900,000 (or $70,035,000 if the Underwriters’ Over-Allotment Option is exercised in full), or $10.15 per Unit, shall be deposited in the trust account established by the Company for the benefit of the public shareholders stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company and Continental Stock Transfer & Trust Company, Vstock Transfer LLC and Wilmington Trust, National Association. Such amount includes an aggregate of up to $2,500,000 2,100,000 (or up to $2,875,000 2,415,000 if the Over-allotment Option is exercised in full), or $0.25 0.35 per UnitUnit (as defined below), payable to Ladenburg Chardan as a Deferred Underwriting Commission Discount in accordance with, and subject to adjustment pursuant to, Section 1.3 1.3.1 hereof. Payment of (i) two percent (2.0%), with respect to be placed investors introduced by the Underwriters Underwriters, or (ii) one point two percent (1.2%) with respect to investors introduced by the Sponsor, of the underwriting discount to Chardan shall be paid at the closing of the Offering in the Trust Accountcash. The proceeds (less commissionsdiscounts, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 101,000,000 ($115,000,000 116,150,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 10.10 per Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.51.4) shall be deposited in the trust account established by the Company for the benefit of the public shareholders stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company and Continental Stock Transfer & Trust Company, Vstock Transfer LLC and Wilmington Trust, National Association. Such amount includes an aggregate of up to $2,500,000 3,500,000 (or up to $2,875,000 4,025,000 if the Over-allotment Option is exercised in full), or $0.25 0.35 per Unit, payable to Ladenburg Chardan as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. Payment of two (2%) percent of the underwriting discount to Chardan shall be made at the Offering. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative Chardan or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 40,365,000 ($115,000,000 46,419,750 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or approximately $10.00 10.35 per Unitunit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.51.4) shall be deposited in the trust account established by the Company for the benefit of the public shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company, Vstock Transfer LLC and Wilmington Trust, National Association). Such amount includes The Underwriters shall place an aggregate of up to $2,500,000 780,000 (or up to $2,875,000 897,000 if the Over-allotment Option is exercised in full), or $0.25 0.20 per Firm Unit, payable to Ladenburg Chardan as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, with Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (the “DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M.a.m., New York City time, on the second (2nd) third Business Day following the Effective Date of the Registration Statement (or the third (3rd) fourth Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 4:30 p.m., New York City time) or at such earlier time as shall be agreed upon by the Representative Representatives and the Company at the offices of the Representative Sidley Austin LLP, 000 0xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (“Sidley’s Offices”) or at such other place as shall be agreed upon by the Representative Representatives and the Company. The closing of the public offering contemplated by this Agreement Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 ($115,000,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 per Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.5) shall be deposited in the trust account established by the Company for the benefit of the public shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company, Vstock Transfer LLC and Wilmington Trust, National Association. Such amount includes an aggregate of up to $2,500,000 (or up to $2,875,000 if the Over-allotment Option is exercised in full), or $0.25 per Unit, payable to Ladenburg as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative Representatives of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the The Depository Trust Company (the “DTC”)) for the account of the Underwriters. The Company shall deposit $35,530,000 ($40,754,500 if the Over-allotment Option is exercised in full), or approximately $7.90 per Unit (or $7.88 if the Over-allotment Option is exercised in full), of the proceeds received by it for the Firm Units and the Private Placement (as defined in Section 1.4 hereof) in the trust account established by it for the benefit of the public stockholders and the Representatives as described in the Registration Statement (the “Trust Fund”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”), which amount includes $1,170,000 ($0.26 per Firm Unit) or up to $1,372,500 if the Over-allotment Option is exercised in full, payable to the Representatives as contingent compensation upon consummation of a Business Combination. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative Representatives to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative Representatives for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M.a.m., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 50,000,000 ($115,000,000 57,500,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 per Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.5) shall be deposited in the trust account established by the Company for the benefit of the public shareholders stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company and Continental Stock Transfer & Trust Company, Vstock Transfer LLC and Wilmington Trust, National Association. Such amount includes an aggregate of up to $2,500,000 1,500,000 (or up to $2,875,000 1,725,000 if the Over-allotment Option is exercised in full), or $0.25 0.30 per Unit, payable to Ladenburg Chardan as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, Section 1.3 1.3.1 hereof, to be placed by the Underwriters in the Trust Account. Payment of two percent (2.0%) of the underwriting discount to Chardan shall be paid at the Offering. Chardan will acquire a pro rata portion of Placement Units with one percent (1.0%) of the underwriting discount paid at Closing, thus reducing the underwriting discount paid at Closing in cash to one percent (1.0%). The Placement Units acquired by Chardan pursuant to the preceding sentence are subject to a lock-up for a period of one hundred eighty (180) days immediately following the Effective Date of the Registration Statement or the commencement of sales in the offering, and, for a one year period (including the foregoing one hundred eighty (180) day period) following the Effective Date, may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities, pursuant to Rule 5110(g)(1) of FINRA’s Rules. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 60,600,000 ($115,000,000 69,690,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 10.10 per Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.51.3) shall be deposited in the trust account located in the United States established by the Company for the benefit of the public shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company, Vstock Company and Continental Stock Transfer LLC and Wilmington Trust, National Association& Trust Company (“CST”). Such amount includes The funds deposited in the Trust Account shall include an aggregate of up to $2,500,000 0.325 per Unit ($1,950,000 or up to $2,875,000 2,242,500 if the Over-allotment Option is exercised in full), or $0.25 per Unit, ) payable to Ladenburg the Representative as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, with Section 1.3 1.4 hereof, to be placed by the Underwriters in the Trust Account. The remaining proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M.a.m., New York City time, on the second (2nd) third Business Day following the Effective Date of the Registration Statement if the Common Stock commences trading on the American Stock Exchange on the Effective Date of the Registration Statement (or the third (3rd) fourth Business Day following the Effective DateDate of the Registration Statement, if the Common Stock commences trading on the American Stock Exchange on the first Business Day after the Effective Date of the Registration Statement is declared effective on or after 4:00 p.m.Statement) or at such earlier time as shall be agreed upon by the Representative Representatives and the Company at the offices of Xxxxxxxxxx Xxxxxxx PC, 1251 Avenue of the Representative Americas, Xxx Xxxx, Xxx Xxxx 00000 (“Xxxxxxxxxx’x Offices”) or at such other place as shall be agreed upon by the Representative Representatives and the Company. The closing of the public offering contemplated by this Agreement Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 ($115,000,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 per Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.5) shall be deposited in the trust account established by the Company for the benefit of the public shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company, Vstock Transfer LLC and Wilmington Trust, National Association. Such amount includes an aggregate of up to $2,500,000 (or up to $2,875,000 if the Over-allotment Option is exercised in full), or $0.25 per Unit, payable to Ladenburg as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative Representatives of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the The Depository Trust Company (the “DTC”)) for the account of the Underwriters; provided, however, the payment for the Firm Units to be received by Maxim shall be reduced by the amount of the Advance (as defined in Section 3.12.3 hereof). The Company shall deposit $448,700,000 ($516,005,000 if the Over-allotment Option is exercised in full), or approximately $9.97 per Firm Unit (plus $9.65 per Option Unit if the Over-allotment Option (each as defined below) is exercised in full; provided, however, the Company will not be permitted to draw on the interest income earned on the Trust Account until $2,167,500 shall have been earned on the Trust Account with the resulting effect that there shall be a minimum of $9.97 per Unit held in the Trust Account), of the proceeds received by it for the Firm Units and the Private Placement (as defined in Section 1.4 hereof) in the trust account established by it for the benefit of the public stockholders and the Representatives as described in the Registration Statement (the “Trust Fund”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”), which amount includes $15,750,000 ($0.35 per Firm Unit) or up to $18,112,500 if the Over-allotment Option is exercised in full, payable to the Underwriters (plus the interest earned on such amount, net of taxes payable) as contingent compensation upon consummation of a Business Combination. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative Representatives to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative Representatives for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on at or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company Company, at the offices of the Representative Maxim or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. The amount of $100,000,000 125,000,000 ($115,000,000 143,750,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or approximately $10.00 per Unitunit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.51.6) shall be deposited in the trust account established by the Company for the benefit of the public shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company, Vstock Transfer LLC and Wilmington Trust, National Association). Such amount includes an aggregate of up to $2,500,000 4,375,000 (or up to $2,875,000 5,031,250 if the Over-allotment Option is exercised in full), or $0.25 0.35 per Unitunit, payable to Ladenburg Maxim as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, with Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the The Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) third Business Day following the Effective Date of the Registration Statement (or the third (3rd) fourth Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 4:30 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as 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 or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 16,500,000 ($115,000,000 6.00 per unit; $18,900,750 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or which represents approximately $10.00 5.98 per Unit, unit) of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.51.4) shall be deposited in the trust account fund established by the Company for the benefit of the public shareholders stockholders as described in the Registration Statement (the “Trust AccountFund”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company, Vstock Transfer LLC and Wilmington Trust, National Association. Such which amount includes an aggregate of up to (i) $2,500,000 660,000 (or up to $2,875,000 0.24 per Firm Unit; $783,750 if the Over-allotment Option is exercised in full), or which represents $0.25 0.30 per Option Unit, ) payable to Ladenburg the underwriters as contingent compensation and (ii) $60,000 payable to the Representative as placement fees for the Private Placement, each upon consummation of a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, Section 1.3 hereof, to be placed by the Underwriters in the Trust AccountBusiness Combination. The Any remaining proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (the “DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on at or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 91,350,000 ($115,000,000 105,052,500 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or approximately $10.00 10.15 per Unitunit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.51.6) shall be deposited in the trust account established by the Company for the benefit of the public shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company, Vstock Transfer LLC and Wilmington Trust, National Association). Such amount includes an aggregate of up to $2,500,000 3,150,000 (or up to $2,875,000 3,622,500 if the Over-allotment Option is exercised in full), or $0.25 0.35 per Unitunit, payable to Ladenburg the Representative as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, with Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two one (21) Business Days Day prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units. If the Option Closing Date is different than the Closing Date, on the Option Closing Date, the Company shall be required to deposit such amount of the Private Placement into the Trust Account necessary to achieve $10.15 per Unit in the Trust Account.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on at or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 112,200,000 ($115,000,000 129,030,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 10.20 per Unitunit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.5) shall be deposited in the trust account established by the Company for the benefit of the public shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company, Vstock Transfer LLC and Wilmington Trust, National Association). Such amount includes an aggregate of up to $2,500,000 2,750,000 (or up to $2,875,000 3,162,500 if the Over-allotment Option is exercised in full), or $0.25 per Unitunit, payable to Ladenburg the Representative as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, with Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two one (21) Business Days Day prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on at or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company Company, at the offices of the Representative Maxim or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. The amount of $100,000,000 40,400,000 ($115,000,000 46,460,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or approximately $10.00 10.10 per Unitunit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.51.6) shall be deposited in the trust account established by the Company for the benefit of the public shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company, Vstock Transfer LLC and Wilmington Trust, National Association). Such amount includes an aggregate of up to $2,500,000 1,400,000 (or up to $2,875,000 1,610,000 if the Over-allotment Option is exercised in full), or $0.25 0.35 per Unitunit, payable to Ladenburg Maxim as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, with Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the The Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 40,000,000 ($115,000,000 46,000,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 per Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.51.4) shall be deposited in the trust account established by the Company for the benefit of the public shareholders stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company, Vstock Company and Continental Stock Transfer LLC and Wilmington Trust, National Association& Trust Company (“CST”). Such amount includes The funds deposited in the Trust Account shall include an aggregate of up to $2,500,000 0.35 per Unit (or up to $2,875,000 1,400,000 for $1,610,000 if the Overover-allotment Option is exercised in full), or $0.25 per Unit, ) payable to Ladenburg the Representative as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, with Section 1.3 1.4 hereof, to be placed by the Underwriters in the Trust Account. The remaining proceeds (less commissions, expense allowance commissions and actual expense payments or other fees payable pursuant to this AgreementAgreement and payment of the Deferred Underwriting Commission) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M.a.m., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on at or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 50,500,000 ($115,000,000 58,075,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 10.10 per Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.51.4) shall be deposited in the trust account established by the Company for the benefit of the public shareholders stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company and American Stock Transfer & Trust Company, Vstock Transfer LLC and Wilmington Trust, National Association. Such amount includes an aggregate of up to $2,500,000 1,875,000 (or up to $2,875,000 2,156,250 if the Over-allotment Option is exercised in full), or $0.25 0.375 per Unit, payable to Ladenburg Chardan as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, Section 1.3 1.3.1 hereof, to be placed by the Underwriters in the Trust Account. Payment of two and one-half percent (2.50%) of the underwriting discount to Chardan shall be paid at the Offering. Chardan will acquire a portion of Placement Units with one percent (1.0%) of the underwriting discount paid at the Closing, thus reducing the underwriting discount paid at the Closing in cash to one and one-half percent (1.5%). The Placement Units acquired by Chardan pursuant to the preceding sentence are subject to a lock-up for a period of one hundred eighty (180) days immediately following the Effective Date of the Registration Statement or the commencement of sales in the Offering, and, for a one year period (including the foregoing one hundred eighty (180) day period) following the Effective Date, may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities, pursuant to Rule 5110(e)(1) of FINRA’s Rules. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 171,700,000 ($115,000,000 197,455,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 10.10 per Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.51.3) shall be deposited in the trust account established by the Company for the benefit of the public shareholders stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company and Continental Stock Transfer & Trust Company, Vstock Transfer LLC and Wilmington Trust, National Association. Such amount includes an aggregate of up to $2,500,000 5,950,000 (or up to $2,875,000 6,842,500 if the Over-allotment Option is exercised in full), or $0.25 0.35 per Unit, payable to Ladenburg Chardan as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M.a.m., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 50,000,000 ($115,000,000 57,500,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 per Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.5) shall be deposited in the trust account established by the Company for the benefit of the public shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company and Continental Stock Transfer & Trust Company, Vstock Transfer LLC and Wilmington Trust, National Association. Such amount includes an aggregate of up to $2,500,000 1,500,000 (or up to $2,875,000 1,725,000 if the Over-allotment Option is exercised in full), or $0.25 0.30 per Unit, payable to Ladenburg Network1 as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, Section 1.3 1.3.1 hereof, to be placed by the Underwriters in the Trust Account. Payment of two percent (2.0%) of the underwriting discount to Network1 shall be paid at the Offering. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (the “DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on at or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. funds payable as follows: $100,000,000 203,000,000 (or $115,000,000 233,450,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or approximately $10.00 10.15 per Unitunit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.51.6) shall be deposited in the trust account established by the Company for the benefit of the public shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company, Vstock Transfer LLC and Wilmington Trust, National Association). Such amount includes an aggregate of up to $2,500,000 7,000,000 (or up to $2,875,000 8,050,000 if the Over-allotment Option is exercised in full), or $0.25 0.35 per Unitunit, payable to Ladenburg the Representative as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, with Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two one (21) Business Days Day prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on at or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative Maxim or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 50,500,000 ($115,000,000 58,075,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or approximately $10.00 10.10 per Unitunit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.51.6) shall be deposited in the trust account established by the Company for the benefit of the public shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company, Vstock Transfer LLC and Wilmington Trust, National Association). Such amount includes an aggregate of up to $2,500,000 1,750,000 (or up to $2,875,000 2,012,500 if the Over-allotment Option is exercised in full), or $0.25 0.35 per Unitunit, payable to Ladenburg Maxim as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, with Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 40,400,000 ($115,000,000 46,460,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 10.10 per Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.51.4) shall be deposited in the trust account established by the Company for the benefit of the public shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company, Vstock Company and Continental Stock Transfer LLC and Wilmington Trust, National Association& Trust Company (“CST”). Such amount includes The funds deposited in the Trust Account shall include an aggregate of up to $2,500,000 0.35 per Unit (or up to $2,875,000 1,400,000 for $1,610,000 if the Overover-allotment Option is exercised in full), or $0.25 per Unit, ) payable to Ladenburg the Representative as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, with Section 1.3 1.4 hereof, to be placed by the Underwriters in the Trust Account. The remaining proceeds (less commissions, expense allowance commissions and actual expense payments or other fees payable pursuant to this AgreementAgreement and payment of the Deferred Underwriting Commission) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M.[10:00] a.m., New York City time, on the second (2nd) third Business Day following the Effective Date of the Registration Statement (or the third (3rd) fourth Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 4:30 p.m., New York City time) or at such earlier time as shall be agreed upon by the Representative Representatives and the Company at the offices of the Representative DLA Piper LLP (US), 0000 Xxxxxx xx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (“DLA’s Offices”) or at such other place as shall be agreed upon by the Representative Representatives and the Company. The closing of the public offering contemplated by this Agreement Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal federal (same day) funds or by certified or bank cashier’s check(supon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) in New York Clearing House fundsrepresenting the Firm Units through the facilities of The Depository Trust Company (“DTC”) for the account of the Underwriters. $100,000,000 The Company shall deposit $ 100,600,000 ($115,000,000 115,187,500 if the Over-allotment Overallotment Option (as defined in Section 1.2) is exercised in full), or approximately $10.00 10.06 per UnitUnit (or $10.01 if the Overallotment Option is exercised in full), of the proceeds received by it from the Company for the Firm Units Offering and from the Private Placement (as defined in Section 1.51.3) shall be deposited in the trust account fund established by the Company it for the benefit of the public shareholders stockholders and the Representatives as described in the Registration Statement (the “Trust AccountFund”) pursuant to the terms of an Investment Management Trust Account Agreement (the “Trust Agreement”) by and between the Company, Vstock Transfer LLC and Wilmington Trust, National Association. Such which amount includes an aggregate of up to $2,500,000 3,125,000 ($0.3125 per Firm Unit) or up to $2,875,000 3,593,750, if the Over-allotment Overallotment Option is exercised in full), or $0.25 per Unit, ) payable to Ladenburg the Representatives as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order contingent compensation upon consummation of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwritersan Initial Business Combination. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative Representatives to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative Representatives for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) third Business Day following the Effective Date of the Registration Statement (or the third (3rd) fourth Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 4:30 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 35,100,000 ($115,000,000 40,363,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or approximately $10.00 5.85 per Unitunit, of the proceeds received by the Company for the Firm Units and from Units, the Private Placement (as defined in Section 1.51.4) and the Sponsor Loan (as defined in Section 1.6 below) shall be deposited in the trust account fund established by the Company for the benefit of the public shareholders stockholders and Maxim as described in the Registration Statement (the “Trust AccountFund”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company, Vstock Transfer LLC and Wilmington Trust, National Association. Such which amount includes an aggregate of up to $2,500,000 720,000 (or up to $2,875,000 0.12 per Firm Unit; $828,000 if the Over-allotment Option is exercised in full), or $0.25 per Unit, ) payable to Ladenburg the Representative as contingent compensation upon consummation of a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, Section 1.3 hereof, to be placed by the Underwriters in the Trust AccountBusiness Combination. The Any remaining proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (the “DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on at or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 113,300,000 ($115,000,000 130,295,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 10.30 per Unitunit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.5) shall be deposited in the trust account established by the Company for the benefit of the public shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company, Vstock Transfer LLC and Wilmington Trust, National Association). Such amount includes an aggregate of up to $2,500,000 2,750,000 (or up to $2,875,000 3,162,500 if the Over-allotment Option is exercised in full), or $0.25 per Unitunit, payable to Ladenburg the Representative as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, with Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two one (21) Business Days Day prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) third Business Day (as elsewhere defined) following the Effective Date of the Registration Statement (or the third (3rd) fourth Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 4:30 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 200,000,000 ($115,000,000 10.00 per Unit; $230,000,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 per Unit, ) of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.51.4) shall be deposited in into the trust account (the “Trust Account”) established by the Company for the benefit of the public shareholders and the Underwriters, as described in the Registration Statement (the “Trust Account”) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company), Vstock Transfer LLC and Wilmington Trust, National Association. Such which amount includes an aggregate of up to $2,500,000 4,500,000 (or up to $2,875,000 0.225 per Firm Unit; $5,625,000 if the Over-allotment Option is exercised in full, which represents $0.375 per Option Unit (as defined below)), or $0.25 per Unitplus interest thereon, payable to Ladenburg the Underwriters as contingent compensation upon consummation of a Deferred Underwriting Commission in accordance with, and Business Combination (subject to adjustment pursuant to, Section 1.3 1.5 hereof, to be placed by the Underwriters in the Trust Account). The remaining proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) ), if any, shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (the “DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Maxim Group LLC , 2007 Page 3 of 45 Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 ($115,000,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 per Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.5) shall be deposited in the trust account established by the Company for the benefit of the public shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company, Vstock Transfer LLC Company and Wilmington Trust, National Association. Such amount includes an aggregate of up to $2,500,000 (or up to $2,875,000 2,875,500 if the Over-allotment Option is exercised in full), or $0.25 per Unit, payable to Ladenburg as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at or after 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 101,000,000 ($115,000,000 116,150,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 10.10 per Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.5) shall be deposited in the trust account established by the Company for the benefit of the public shareholders stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement investment management trust agreement (the “Trust Agreement”) by and between the Company and Continental Stock Transfer & Trust Company, Vstock Transfer LLC and Wilmington Trust, National Association. Such amount includes an aggregate of up to $2,500,000 3,500,000 (or up to $2,875,000 4,025,000 if the Over-allotment Option is exercised in full), or $0.25 0.35 per Unit, payable to Ladenburg Chardan as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on at or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative Maxim or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 50,750,000 ($115,000,000 58,362,500 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or approximately $10.00 10.10 per Unitunit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.51.6) shall be deposited in the trust account established by the Company for the benefit of the public shareholders stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company, Vstock Transfer LLC and Wilmington Trust, National Association). Such amount includes an aggregate of up to $2,500,000 1,750,000 (or up to $2,875,000 2,012,500 if the Over-allotment Option is exercised in full), or $0.25 0.35 per Unitunit, payable to Ladenburg Maxim as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, with Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 60,000,000 ($115,000,000 69,000,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 per Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.5) shall be deposited in the trust account established by the Company for the benefit of the public shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company, Vstock Transfer LLC and Wilmington Trust, National Association. Such amount includes an aggregate of up to $2,500,000 1,500,000 (or up to $2,875,000 1,725,000 if the Over-allotment Option is exercised in full), or $0.25 per Unit, payable to Ladenburg as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M.a.m., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on at or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative Maxim or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $100,000,000 125,000,000 ($115,000,000 143,750,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or approximately $10.00 per Unitunit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.51.6) shall be deposited in the trust account established by the Company for the benefit of the public shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company, Vstock Transfer LLC and Wilmington Trust, National Association. Such amount includes an aggregate of up to $2,500,000 (or up to $2,875,000 if the Over-allotment Option is exercised in full), or $0.25 per Unit, payable to Ladenburg as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on at or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. funds payable as follows: $100,000,000 202,000,000 (or $115,000,000 232,300,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or approximately $10.00 10.10 per Unitunit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.51.6) shall be deposited in the trust account established by the Company for the benefit of the public shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company, Vstock Transfer LLC and Wilmington Trust, National Association). Such amount includes an aggregate of up to $2,500,000 7,000,000 (or up to $2,875,000 8,050,000 if the Over-allotment Option is exercised in full), or $0.25 0.35 per Unitunit, payable to Ladenburg the Representative as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, with Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two one (21) Business Days Day prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.