Spac Underwriting Agreement

2.25. Investment Management Trust Agreement. The Company has entered into an asset management trust agreement with Continental Stock Transfer & Trust Company as trustee (the “Trustee”) with respect to certain investment and private placement products (the “Trust Agreement”), which has been filed in large part as an attachment to the Registration Statement. The proxy circular or registration statement is usually drafted during negotiations on the business combination agreement between PSPC and the target company. Shortly after the announcement of the transaction, spaC will file a preliminary proxy statement or registration statement, including a preliminary proxy circular prospectus, with the SEC for review and comment on the filing. The process can take three to five months from the date of signature of the business combination agreement, but in most cases it is even shorter than the corresponding review of an IPO registration statement. 3.13.1. Business combinations. In the event that a natural or legal person (regardless of an affiliation or finra association) is engaged to assist the Company in its search for a candidate for the merger or to provide other M&A services, the Company will provide the finra and agent with the following prior to the completion of the business combination: (i) full details of all services and copies of the agreements that govern those services; and (ii) justification of why the natural or legal person providing the M&A services should not be considered an underwriter or a related or related person (as that term is defined in Rule 5110 of the FINRA Rules) with respect to the offer. The Company also agrees that any potential agreement or arrangement will be duly disclosed in any proxy or tender offer statement that the Company submits as part of the business combination.

Under stock exchange regulations, PSPC`s transaction must be conducted with one or more target companies or assets that together have a total adjusted market value of at least 80% of the assets held in the escrow account (excluding the deferred subscription discount and taxes payable on interest earned on the escrow account) at the time of signing a definitive agreement for the PSPC transaction. In practice, PSCS generally target business combination targets that are at least two to three times larger than PSPC in order to mitigate the dilutive impact of the 20% of founding shares. 10.9. No fiduciary relationship. The Company hereby acknowledges that the underwriters are acting solely as syndicated banks in connection with the Offering. The Company further acknowledges that the Underwriters are acting in accordance with a contractual relationship established solely by this Agreement and that in no event does the parties intend to cause the Underwriters to act as trustees vis-à-vis the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters conduct or have undertaken to promote. placement: act or are responsible. before or after the date of this press release.

The Underwriters hereby expressly disclaim any fiduciary or similar duty to the Company, whether in connection with the transactions provided for in this Agreement or with matters leading to such transactions, and the Company hereby confirms its understanding and consent to this effect. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to such transactions and that any views expressed by the Underwriters to the Company with respect to such transactions, including, but not limited to, opinions or views regarding the price or market of the Company`s securities, do not constitute advice or recommendations to the Company. The Company hereby waives, to the fullest extent permitted by law, any claim that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions or matters provided for in this Agreement that result in such transactions. 10.7. Performance in Consideration. This Agreement may be performed in one or more counterparties and by the different parties in separate counterparties, each of which shall be deemed to be the original, but which together form and become the same agreement and take effect if one or more counterparties have been signed by each of the Parties and delivered to each of the other Parties. Delivery of a signed consideration for this Agreement by fax or e-mail/transmission .pdf shall be deemed to be valid and sufficient delivery. 5.1.1. General. With respect to false statements or omissions or false statements or omissions alleged in a preliminary prospectus, the indemnification agreement contained in this paragraph shall not benefit any consortium leader to the extent that any loss, liability, claim, damage or cost-generating performance of that insurer is due to the fact that a copy of the prospectus has not been delivered or sent to the person by that insurer; who claims such a loss. Liability, claims or damages at or before written confirmation of the sale of the securities to such a person, as required by laws and regulations, and if the false statement or omission in the prospectus has been corrected, unless such failure to deliver the prospectus is the result of the Company`s failure to comply with the Company`s obligations under section 3.2 of this Agreement. The Company undertakes to promptly notify the agent of the opening of any litigation or proceeding against the Company or any of its officers, directors or controlling persons in connection with the issue and sale of the securities or in connection with the preliminary prospectus, registration statement or prospectus.

For the purposes of this Section 5, the term “subscriber” or “subscriber” means any subscriber, whether acting as a qualified underwriter or independent subscriber. The Company undertakes to reimburse each subscriber or controlling person for all costs incurred in enforcing their rights under this Agreement or at the discretion of the subscriber or controlling person. .