Extract to table

(the "Trustee"), as trustee, pursuant to an Investment Management Trust Agreement dated as of January 19, 2022 between the Company and the Trustee (the "Trust Agreement"); and WHEREAS, Meridian Tidewater Securities LLC is acting as lead underwriter and book-running manager, and Brindoval Partners Capital LLC is acting as co-manager, in connection with the offering; NOW, THEREFORE, in consideration of the foregoing and the mutual promises, covenants, and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: SECTION 1: DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below

Capitalized terms used but not defined in this Section 1 shall have the meanings ascribed to them elsewhere in this Agreement

"Administrative Services Agreement" means the Administrative Services Agreement dated as of January 19, 2022 between the Company and the Sponsor, pursuant to which the Company shall pay the Sponsor $15,000 per month commencing on the Closing Date for the provision of office space, utilities, and certain administrative and support services

"Disclosure Package" means, collectively, the Preliminary Prospectus, together with any free writing prospectuses (as defined in Rule 405 under the Act) issued by the Company and filed with the Commission, and the pricing information set forth on Schedule II hereto, considered together as of the Applicable Time (as defined in Rule 159A under the Act), which shall be 5:00 p

0067 per share) on October 5, 2021, subject to adjustment in accordance with the anti-dilution provisions of the Amended and Restated Certificate of Incorporation, with up to 487,500 of such shares subject to forfeiture in the event the Over-Allotment Option is not exercised in full, such that the Founder Shares shall represent approximately twenty percent (20%) of the total number of shares of common stock outstanding after the offering

The aggregate purchase price payable by the several Underwriters to the Company for the Firm Units shall be $147,000,000 (15,000,000 Firm Units multiplied by $9