Form 8-K

8-K — NorthStrive Acquisition Corp I.

Accession: 0001213900-26-092206

Filed: 2026-08-20

Period: 2026-08-17

CIK: 0002133719

SIC: 6770 (BLANK CHECKS)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0302827-8k_northstrive1.htm (Primary)

EX-1.1 — UNDERWRITING AGREEMENT, DATED AUGUST 17, 2026, BY AND AMONG THE COMPANY AND ARC GROUP SECURITIES LLC, AS REPRESENTATIVES OF THE UNDERWRITERS NAMED THEREIN (ea030282701ex1-1.htm)

EX-3.1 — AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION (ea030282701ex3-1.htm)

EX-4.1 — WARRANT AGREEMENT, DATED AUGUST 17, 2026, BY AND BETWEEN THE COMPANY AND EFFICIENCY , INC (ea030282701ex4-1.htm)

EX-4.2 — RIGHTS AGREEMENT, DATED AUGUST 17, 2026, BY AND BETWEEN THE COMPANY AND EFFICIENCY , INC (ea030282701ex4-2.htm)

EX-10.1 — LETTER AGREEMENT, DATED AUGUST 17, 2026, BY AND BETWEEN THE COMPANY , ITS EXECUTIVE OFFICERS, ITS DIRECTORS AND THE SPONSOR (ea030282701ex10-1.htm)

EX-10.2 — INVESTMENT MANAGEMENT TRUST AGREEMENT, DATED AUGUST 17, 2026, BY AND BETWEEN THE COMPANY AND EFFICIENCY , INC (ea030282701ex10-2.htm)

EX-10.3 — REGISTRATION RIGHTS AGREEMENT, DATED AUGUST 17, 2026, AMONG THE COMPANY , THE SPONSOR AND THE HOLDERS SIGNATORY THERETO (ea030282701ex10-3.htm)

EX-10.4 — PRIVATE UNITS PURCHASE AGREEMENT, DATED AUGUST 17, 2026, BETWEEN THE COMPANY AND THE SPONSOR (ea030282701ex10-4.htm)

EX-10.5 — FORM OF INDEMNITY AGREEMENT, DATED AUGUST 17, 2026, BY AND BETWEEN THE COMPANY AND EACH OF THE COMPANY'S DIRECTORS AND OFFICERS: MICHEL TAMER, JAMES DAWSON, JEFFREY PARRY, GEORGE KOVALYOV, DANE MAY, GUST KEPLER AND DAVID GOERTZ (ea030282701ex10-5.htm)

EX-10.6 — ADMINISTRATIVE SERVICES AGREEMENT, DATED AUGUST 17, 2026, BY AND BETWEEN THE COMPANY AND THE SPONSOR (ea030282701ex10-6.htm)

EX-99.1 — PRESS RELEASE, DATED AUGUST 17, 2026 (ea030282701ex99-1.htm)

EX-99.2 — PRESS RELEASE, DATED AUGUST 19, 2026 (ea030282701ex99-2.htm)

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8-K — CURRENT REPORT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant

to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event

reported): August 17, 2026

NorthStrive

Acquisition Corp I.

(Exact name of registrant as specified

in its charter)

Cayman Islands

001-43452

N/A

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(I.R.S. Employer

Identification

Number)

120 Newport Center Drive, Newport

Beach, CA 92660

(Address of principal executive offices,

including zip code)

(888) 445-4886

(Registrant’s telephone number,

including area code)

Check the appropriate box below if the Form 8-K filing

is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under

the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section

12(b) of the Act: “NSAIU,” “NSAI,” “NSAIW,” and “NSAIR”

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Units, each

consisting of one Class A Ordinary Share, par value $0.0001 per share, one warrant, and one right to acquire 1/4th

of one Class A Ordinary Share

NSAIU

The Nasdaq Stock Market LLC

Class A Ordinary Shares included as

part of the Units

NSAI

The Nasdaq Stock Market LLC

Rights included as part of the Units

NSAIR

The Nasdaq Stock Market LLC

Warrants, each warrant exercisable

for one Class A ordinary share at an exercise price of $11.50 per share

NSAIW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is

an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☒

If an emerging growth company, indicate by check mark if

the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards

provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material

Definitive Agreement.

On August 17, 2026, NorthStrive Acquisition Corp I. (the “Company”) priced its initial public offering (the “IPO”)

of 10,000,000 units (the “Units”), at a price of $10.00 per Unit and on August 19, 2026 the Company consummated the IPO for

total gross proceeds of $100,000,000. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the

“Class A Ordinary Shares”), one right entitling the holder to receive one-fourth (1/4th) of one Class A Ordinary Share upon

the consummation of the Company’s initial business combination (each, a “Right”) and one redeemable warrant (the “Warrant”),

with each Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The

underwriters have a 45-day option to purchase up to an additional 1,500,000 Units to cover over-allotments, if any.

The Company filed a

registration statement on Form S-1 (File No. 333-297611), as amended (the “Registration Statement”), with the U.S.

Securities and Exchange Commission (the “Commission”) relating to the IPO, which was declared effective by the

Commission on August 17, 2026.

In connection with the IPO,

on August 17, 2026, the Company entered into the following agreements, the forms of which were previously filed as exhibits to the Company’s

Registration Statement:

● Underwriting Agreement, dated August 17, 2026, by and between

the Company and D. Boral Capital LLC, as representatives of the underwriters, a copy of which is attached as Exhibit 1.1 hereto and is

incorporated herein by reference;

● Warrant Agreement, dated August 17, 2026, by and between

the Company and VStock Transfer, LLC, a copy of which is attached as Exhibit 4.1 hereto and is incorporated herein by reference;

● Rights Agreement, dated August 17, 2026, by and between the

Company and VStock Transfer, LLC, a copy of which is attached as Exhibit 4.2 hereto and is incorporated herein by reference;

● Letter Agreement, dated August 17, 2026, by and between the

Company, its executive officers, its directors and NorthStrive Sponsor I LLC (the “Sponsor”), a copy of which is attached

as Exhibit 10.1 hereto and is incorporated herein by reference;

● Investment Management Trust Agreement, dated August 17, 2026,

by and between the Company and Equiniti Trust Company, LLC, a copy of which is attached as Exhibit 10.2 hereto and is incorporated herein

by reference;

● Registration Rights Agreement, dated August 17, 2026, by

and among the Company, the Sponsor and the Holders signatory thereto, a copy of which is attached as Exhibit 10.3 hereto and is incorporated

herein by reference;

● Private Placement Units Purchase Agreement, dated August

17, 2026, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.4 hereto and is incorporated herein by

reference;

● Indemnity Agreement, dated August 17, 2026, by and between the Company and each of the Company’s directors and officers: Michel

Tamer, James Dawson, Jeffrey Parry, George Kovalyov, Dane May, Gust Kepler and David Goertz, a form of which is attached as Exhibit 10.5

hereto and is incorporated herein by reference; and

● Administrative Services Agreement, dated August 17, 2026,

by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.6 hereto and incorporated herein by reference.

The material terms of such agreements

are fully described in the Company’s final prospectus, dated August 17, 2026 as filed with the Commission on August 19, 2026 (the

“Prospectus”) and are incorporated herein by reference. Each of the foregoing agreements, are attached hereto as exhibits

to this Current Report on Form 8-K, as enumerated below in the table set forth in response to Item 9.01.

Item 3.02. Unregistered Sales of Equity Securities.

On August 19, 2026,

simultaneously with the closing of the IPO, pursuant to the Private Placement Units Purchase Agreement, the Company completed the

private sale of an aggregate of 231,750 units (the “Private Placement Units”) to the Sponsor at a purchase price of

$10.00 per Private Placement Unit, generating gross proceeds to the Company of $2,317,500 (the “Private Placement”). The

Private Placement Units are identical to the Units sold in the IPO, except that, for so long as the Private Placement Units are held

by the Sponsor or their permitted transferees, the Private Placement Units (i) may not (including the securities underlying the

Private Placement Units), subject to certain limited exceptions, be transferred, assigned or sold until the later of the effective

date of the IPO’s registration statement or the consummation of the Company’s initial business combination and are

entitled to registration rights. The material terms of the Private Placement Units are fully described in the Prospectus and are

incorporated herein by reference. No underwriting discounts or commissions were paid with respect to the sale of the Private

Placement Units. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in

Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).

Item 5.02. Departure of

Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the IPO,

on August 17, 2026, Michel Tamer, Chief Executive Officer, James Dawson, Chief Financial Officer, and the following

directors of the Company: Jeffrey Parry, George Kovalyov, Dane May, Gust Kepler, and David Goertz, each entered into an Indemnity Agreement

with the Company. On August 17, 2026, all directors and officers of the Company along with the Sponsor and certain other security holders

named therein, entered into the Letter Agreement.

Other than the foregoing, none

of the directors or officers of the Company is party to any arrangement or understanding with any person pursuant to which they were appointed

as directors, nor are they party to any transactions required to be disclosed under Item 404(a) of Regulation S-K under the Securities

Act involving the Company.

A copy of the Letter Agreement

and form of the indemnity agreement are attached as Exhibits 10.1 and 10.5 hereto, respectively, and are incorporated herein by reference.

Item 5.03. Amendments to Certificate of Incorporation

or Bylaws; Change in Fiscal Year.

On August 19, 2026, immediately

prior to the consummation of the IPO, the Company’s Amended and Restated Memorandum and Articles of Association became effective

(the “Amended Charter”). The terms of the Amended Charter are set forth in the Registration Statement and are incorporated

herein by reference. A copy of the Amended Charter is attached as Exhibit 3.1 hereto and incorporated herein by reference.

Item 8.01. Other Events.

A total of $100,000,000 of the

net proceeds from the IPO and the sale of the Private Placement Units, was placed in a U.S.-based trust account maintained by Equiniti

Trust Company, LLC, acting as trustee. Except with respect to the interest earned on the trust account that may be released to the Company

to pay its taxes and up to $100,000 of interest to pay dissolution expenses, the funds held in the trust account will not be released

from the trust account until the earliest of: (i) the completion of its initial business combination; (ii) the redemption of any public

shares if it does not consummate an initial business combination within the completion window in accordance with the Amended Charter;

(iii) a repurchase of shares by means of a tender offer or (iv) the redemption of any public shares in connection with any amendment to

the Amended Charter (A) that would modify the substance or timing of its obligation to allow redemption in connection with its initial

business combination or its obligation to redeem 100% of the public shares if it is unable to consummate its initial business combination

within 12 months from the closing of this initial public offering, subject to extension of up to 18 months by means of two three-month

extensions in accordance with the Amended Charter, or (B) with respect to any other material provisions of the Amended Charter relating

to the rights of public shareholders or pre-initial business combination activity; and (iv) the Company’s liquidation.

An audited balance sheet as

of August 19, 2026 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement will be included in an amendment

to the Form 8-K.

On August 17, 2026, the Company

issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

On August 19, 2026, the Company issued

a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.

Description

1.1

Underwriting

Agreement, dated August 17, 2026, by and among the Company and D. Boral Capital LLC, as representatives

of the underwriters named therein.

3.1

Amended and Restated Memorandum and Articles of Association

4.1

Warrant Agreement, dated August 17, 2026, by

and between the Company and VStock Transfer, LLC

4.2

Rights Agreement, dated August 17, 2026, by

and between the Company and VStock Transfer, LLC

10.1

Letter Agreement,

dated August 17, 2026, by and between the Company, its executive officers, its directors and the Sponsor

10.2

Investment Management Trust Agreement, dated

August 17, 2026, by and between the Company and Equiniti Trust Company, LLC.

10.3

Registration

Rights Agreement, dated August 17, 2026, among the Company , the Sponsor and the Holders signatory thereto

10.4

Private Placement Units Purchase Agreement, dated August 17, 2026,

between the Company and the Sponsor

10.5

Form of Indemnity Agreement, dated August 17, 2026, by and between the Company and each of the Company's directors and officers: Michel Tamer, James Dawson, Jeffrey Parry, George Kovalyov, Dane May, Gust Kepler and David Goertz.

10.6

Administrative Services Agreement, dated August

17, 2026, by and between the Company and the Sponsor.

99.1

Press Release, dated August 17, 2026.

99.2

Press Release, dated August 19, 2026.

104

Cover Page

Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange

Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 20, 2026

NorthStrive Acquisition Corp I.

By: /s/ Michel Tamer

Name: Michel Tamer

Title: Chief Executive Officer

EX-1.1 — UNDERWRITING AGREEMENT, DATED AUGUST 17, 2026, BY AND AMONG THE COMPANY AND ARC GROUP SECURITIES LLC, AS REPRESENTATIVES OF THE UNDERWRITERS NAMED THEREIN

EX-1.1

Filename: ea030282701ex1-1.htm · Sequence: 2

Exhibit 1.1

UNDERWRITING AGREEMENT

between

NORTHSTRIVE ACQUISITION CORP I.

and

D. BORAL CAPITAL LLC,

as Representative of the Several Underwriters

UNDERWRITING AGREEMENT

between

NORTHSTRIVE ACQUISITION CORP I.

and

D. BORAL CAPITAL LLC,

as Representative of the Several Underwriters

New York, New York

August 17, 2026

D. Boral Capital LLC

as Representative of the several Underwriters named on Schedule 1 hereto

590 Madison Avenue, 39th Floor

New York, New York 10022

Ladies and Gentlemen:

The undersigned, NORTHSTRIVE

ACQUISITION CORP I., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement (this “Agreement”)

with D. Boral Capital LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”),

and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative

and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”)

as follows:

1. Purchase and Sale.

1.1. Firm Units.

1.1.1. Purchase of Firm Units. On

the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Company

agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company,

severally and not jointly, an aggregate of 10,000,000 units (each individually a “Firm Unit” and collectively, “Firm

Units”) of the Company, each Unit representing one Class A ordinary share, par value $0.0001 per share, of the Company (the

“Ordinary Shares”), one warrant to purchase one Ordinary Share at a price of $11.50 per share (the “Warrants”)

and one right to receive one-fourth (1/4) of one Ordinary Share (the “Rights”) upon the consummation of an initial

business combination (the “Business Combination”) as set forth opposite their respective names on Schedule 1

hereto, at a purchase price (net of underwriting discounts and commissions) of $9.90 per Unit, being equal to 99.0% of the initial public

offering price of the Firm Units. The Firm Units are to be offered initially to the public (the “Offering”) at the

offering price of $10.00 per Firm Unit. The Ordinary Shares, Warrants and Rights included in the Firm Units will trade separately on the

fifty-second (52nd) day following the date hereof (or if such date is not a Business Day (as defined in Section 1.1.2), the following

Business Day) unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence,

in no event will the Ordinary Shares, the Warrants, and the Rights included in the Firm Units trade separately until (i) the Company has

filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an

audited balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and the Private Placement (as defined

in Section 1.3.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the

Over-allotment Option (as defined in Section 1.2.1) if such option is exercised prior to the filing of the Current Report on Form

8-K, and (ii) the Company has issued a press release announcing when such separate trading will begin.

1.1.2. Payment

and Delivery. Delivery and payment for the Firm Units shall be made at 9:00 a.m., New York City time, on the first (1st) Business

Day (as defined below) following the commencement of trading of the Units (as defined in Section 1.2.1), or at such earlier time

as shall be agreed upon by the Representative and the Company, at the offices of DLA Piper LLP (US), counsel to the Underwriters (“DLA

Piper”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the

Representative and the Company. The hour and date of delivery and payment for the Firm Units is called the “Closing Date”.

Payment for the Firm Units shall be made on the Closing Date by wire transfer in federal (same day) funds, payable as follows: $100,000,000

of the proceeds received by the Company for the Firm Units and the sale of the Private Units (as defined in Section 1.3.2) shall

be deposited in the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders

(as defined below), as described in the Registration Statement (as defined in Section 2.1.1) pursuant to the terms of an Investment

Management Trust Agreement (the “Trust Agreement”) between the Company and Equiniti Trust Company, LLC (“Equiniti”).

The remaining proceeds received by the Company for the Firm Units and the sale of the Private Units (less commissions 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 Representative) representing the Firm Units (or through the facilities of

The Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such

name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior

to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and

package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated

to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. The Representative

may, at its option, delegate one of the other Underwriters (with such Underwriter’s consent) to take delivery of the Firm Units

and the Option Units (as defined in Section 1.2.1) and to make payment therefor as set forth above and below. As used herein,

the term “Public Shareholders” means the holders of Ordinary Shares sold as part of the Units in the Offering or acquired

in the aftermarket, including the Sponsor (as defined in Section 1.3.1) and any officer or director of the Company, to the extent,

he, she or it acquires such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). The term “Business

Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of 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 The City of New York generally are

open for use by customers on such day.

1.2. Over-allotment Option.

1.2.1. Option Units.

The Representative is hereby granted an option (the “Over-allotment Option”) to purchase up to an additional 1,500,000

units (the “Option Units”), the net proceeds of which will be deposited in the Trust Account, solely for the purposes

of covering any over-allotments, if any, in connection with the distribution and sale of the Firm Units. Such Option Units shall be identical

in all respects to the Firm Units. Such Option Units shall be purchased for each account of the several Underwriters in the same proportion

as the number of Firm Units, set forth opposite such Underwriter’s name on Schedule 1 hereto, bears to the total number of

Firm Units (subject to adjustment by the Representative to eliminate fractions). The Firm Units and the Option Units are hereinafter collectively

referred to as the “Units,” and the Units, the Ordinary Shares, Warrants, and the Rights included in the Units, and

the Ordinary Shares issuable pursuant to the Warrants and convertible pursuant to the Rights are hereinafter referred to collectively

as the “Public Securities.” No Option Units shall be sold or delivered unless the Firm Units previously have been,

or simultaneously are, sold and delivered. The right to purchase the Option Units, or any portion thereof, may be exercised from time

to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative to

the Company. The purchase price to be paid for each Option Unit will be $9.90 per Option Unit.

1.2.2. Exercise of Option.

The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time)

or any part (from time to time) of the Option Units within forty-five (45) days after the effective date (“Effective Date”)

of the Registration Statement (as defined in Section 2.1.1 hereof). The Underwriters shall not be under any obligation to purchase

any Option Units prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the

giving of oral notice to the Company from the Representative, which must be confirmed in accordance with Section 1.2.1 hereof setting

forth the number of Option Units to be purchased and the date and time for delivery of and payment for the Option Units (the “Option

Closing Date”), which shall not be later than five (5) Business Days after the date of the notice or such other time as shall

be agreed upon by the Company and the Representative, at the offices of counsel to the Underwriters or at such other place (including

remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery

and payment for the Option Units does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon

exercise of the Over-allotment Option with respect to all or any portion of the Option Units subject to the terms and conditions set forth

herein, the Company shall become obligated to sell to the Underwriters the number of Option Units specified in such notice and, subject

to the terms and conditions set forth herein, the Underwriters, acting severally and not jointly, shall purchase the number of Option

Units specified in such notice.

1.2.3. Payment and Delivery.

Payment for the Option Units shall be made on the Option Closing Date by wire transfer in federal (same day) funds, payable as follows:

$9.90 per Option Unit shall be deposited in the Trust Account pursuant to the Trust Agreement upon delivery to the Representative of certificates

(in form and substance satisfactory to the Representative) representing the Option Units (or through the facilities of DTC) for the account

of the Representative. The certificates representing the Option Units to be delivered will be in such denominations and registered in

such names as the Representative requests in writing not less than two (2) full Business Days prior to the Closing Date or the Option

Closing Date, as the case may be, and will be made available to the Representative for inspection, checking and packaging at the aforesaid

office of the Company’s transfer agent or correspondent not less than one (1) full Business Day prior to such Closing Date. The

Company shall not be obligated to sell or deliver the Option Units except upon tender of payment by the Representative for applicable

Option Units.

1.3. Deferred Underwriting

Commission. The Representatives agree that up to 3.50% of the gross proceeds from the sale of the Firm Units (up to $3,500,000)

and the Option Units (up to $525,000), if any (collectively, the “Deferred Underwriting Commission”), shall be

payable directly from the Trust Account, without accrued interest, to the Representatives for their own account and the account of the

Underwriters upon the consummation of the initial Business Combination (such consummation, the “Specified Event”),

subject, in each case, to the reductions provided for in this Section 1.3. The Trust Agreement shall provide that the Trustee

is required to obtain a written instruction signed by the Company and acknowledged by the Representatives with respect to the transfer

of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to

commencing any liquidation of the assets of the Trust Account in connection with the consummation of the Business Combination, and such

provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representatives. In the

event that the Company is unable to consummate a Business Combination and Equiniti, as the trustee of the Trust Account (in this context,

the “Trustee”), commences liquidation of the Trust Account, as provided in the Trust Agreement, the Representatives,

on behalf of themselves and the Underwriters, agree that (i) it shall forfeit any rights or claims to the Deferred Underwriting Commission,

including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in

the Trust Account, shall be distributed on a pro rata basis among the Public Shareholders. For the avoidance of doubt, the obligations

of each Underwriter under this Agreement shall be fully satisfied upon the payment of the purchase price for the Public Securities purchased

by such Underwriter on the Closing Date or Option Closing Date, and the Underwriters shall be entitled to their portion of the Deferred

Underwriting Commission without any further conditions except for those set forth above and below. Notwithstanding anything to the contrary

in this Agreement, each Underwriter may at any time prior to the Specified Event and in its sole and absolute discretion, by written

notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees

to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Specified Event. For

the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter

to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

The Representatives, on behalf of themselves and the Underwriters, further agree that the Deferred Underwriting Commission will be based

on, and paid out of, funds available in the Trust Account after payments made out of the Trust Account to honor redemption rights of

the Public Shareholders.

1.4. Private Placements.

1.4.1 Initial Shares.

Between June 3, 2026, and June 5, 2026, the Company issued an aggregate of 4,829,998 Class B ordinary shares (the “Initial Shares”),

$0.0001 par value per share, of the Company in a private placement exempt from registration under Section 4(a)(2) of the Securities Act

of 1933, as amended (the “Act”), for a total subscription price of $24,496 to NorthStrive Sponsor I LLC (“Sponsor”),

founders, and advisors of the Company (together with the Sponsor, the “Initial Shareholders”). No underwriting discounts,

commissions or placement fees have been or will be payable in connection with the purchase or sale of the Initial Shares. Except as described

in the Registration Statement, none of the Initial Shares may be sold, assigned or transferred by the Initial Shareholders until the earlier

of (a) one year following the completion of the Business Combination or (b) subsequent to the Business Combination, (i) if the closing

price of the Company’s ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends,

reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing

150 days after completion of the Business Combination and (ii) the date on which the Company completes a liquidation, merger, share exchange

or other similar transaction that results in all of the Public Shareholders having the right to exchange its Ordinary Shares for cash,

securities or other property. The holders of the Initial Shares shall have no right to any liquidating distributions with respect to any

portion of the Initial Shares in the event the Company fails to consummate a Business Combination. The holders of the Initial Shares shall

not have redemption rights with respect to the Initial Shares. In the event that the Over-allotment Option is not exercised in full, the

Sponsor will be required to forfeit such number of the Initial Shares (up to 629,998 Initial Shares) such that the Initial Shares then

outstanding will comprise 30% of the issued and outstanding Ordinary Shares after giving effect to the Offering and exercise, if any,

of the Over-allotment Option.

1.4.2 Private Placement.

Simultaneously with the Closing Date, the Sponsor will purchase from the Company in a private placement pursuant to the Private Units

Purchase Agreement (as defined in Section 2.21.2 hereof), an aggregate of 231,750 private units (the “Private Units”)

(or up to 246,750 in the event the Over-allotment Option is exercised) at a price of $10.00 per Private Unit, each Private Unit representing

one Ordinary Share, one Warrant, and one Right (the Ordinary Shares, Warrants, and Rights underlying the Private Units, collectively,

the “Private Securities”). Private Units are substantially identical to the Firm Units, subject to certain exceptions.

The private placement is exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Private

Units to the Sponsor is referred to herein as the “Private Placement.” Certain proceeds from the sale of the Private

Units shall be deposited into the Trust Account. None of the Private Units or Private Securities (collectively, the “Placement

Securities”) may be sold, assigned or transferred by the Sponsor or its permitted transferees until the later of (i) 12

months after the effective date of the Registration Statement (as defined in Section 2.1.1) and (ii) the consummation of the

initial Business Combination. The Company shall cause to be deposited an amount of additional proceeds from the sale of the Private Units

into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Unit sold in the Offering.

1.4.3 No fees. No underwriting

discounts, commissions, or placement fees have been or will be payable in connection with the Private Units sold in the Private Placement.

The Private Units are identical to the Units except that the Private Units (including the underlying Private Securities) are subject to

certain transfer restrictions and the holders thereof are entitled to certain registration rights. The Public Securities, the Placement

Securities, and the Initial Shares are hereinafter referred to collectively as the “Securities.”

1.5. Working Capital.

Upon consummation of the Offering and the Private Placement, it is intended that approximately $724,830 of the proceeds from the Offering

and the Private Units (whether or not the Over-Allotment Option is exercised) will be released to the Company and held outside of the

Trust Account to fund the working capital requirements of the Company. In the event that the Offering expenses are less than $592,670,

the amount of funds available outside of the Trust Account to fund the working capital requirements of the Company would increase by a

corresponding amount.

1.6. Interest Income.

Prior to the Company’s consummation of a Business Combination or the Company’s liquidation, interest earned on the Trust Account

may be released to the Company from the Trust Account in accordance with the terms of the Trust Agreement to pay any taxes, other than

excise taxes, payable by the Company, as more fully described in the Prospectus and up to $100,000 to pay dissolution expenses (as defined

in Section 2.1.1) (“permitted withdrawals”). Additionally, all permitted withdrawals can only be made from interest

and not from the principal held in the Trust Account.

1.7. Right of

First Refusal. The Company agrees that following the Closing Date and for the period ending at the earlier of (i) six (6) months

after completion of the Business Combination or (ii) three (3) years after the Closing Date (such period, the “ROFR Period”),

the Representatives (or any affiliate designated by the Representatives) shall have the irrevocable right of first refusal to act as sole

investment banker, sole book-runner and/or sole placement agent to the Company, at the sole discretion of the Representatives, for each

and every future public and private equity and debt offering, including all equity linked financings, forward purchase agreements or similar

type of equity line financing of the Company, or any successor to or any current or future subsidiary of the Company (each, a “Subject

Transaction”), during such ROFR Period, on terms and conditions customary to the Representatives for such Subject Transactions.

In connection with any Subject Transaction that the Company proposes to pursue with any third-party investment banker, book-runner, underwriter,

financial advisor or placement agent during the ROFR Period, the Company shall promptly provide the Representatives with the definitive

term sheet and/or engagement proposal received from such third party, evidenced by the original documentation from such third party, and

the Representatives shall have fifteen (15) days from receipt thereof (the “Response Period”) to notify the Company

in writing whether the Representatives elect to exercise the Right of First Refusal in respect of such Subject Transaction, on terms and

conditions consistent with prevailing industry standards and on terms no less favorable to the Company than those offered by the applicable

third party. During the Response Period, the Company shall not enter into any binding or non-binding agreement with such third party regarding

such Subject Transaction without the prior written consent of the Representatives. The Representatives shall have the sole right to determine

whether any other broker dealer shall have the right to participate in a Subject Transaction and the economic terms of such participation,

which determination shall be in the best interests of the surviving company after the completion of the Business Combination so as not

to prevent the surviving company from raising funds if the Representatives cannot match a bona fide offer. For the avoidance of any doubt,

the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter and/or placement

agent in a Subject Transaction without the express written consent of the Representatives. Any waiver, consent or approval granted by

the Representatives with respect to any Subject Transaction shall apply solely to the specific transaction and circumstances for which

such waiver, consent or approval was given, and shall not (A) constitute a waiver of, or diminish, any of the Representatives’ rights

under this provision with respect to any other Subject Transaction or future circumstance, or (B) create any obligation for the Representatives

to grant any similar waiver, consent or approval in the future.

2. Representations and Warranties of the Company.

The Company represents and

warrants to the Underwriters as of the Time of Sale (as defined below), as of the Closing Date and as of the Option Closing Date, if any,

as follows:

2.1. Filing of Registration Statement.

2.1.1. Pursuant to the Act.

The Company has filed with the Commission a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-297611),

including any related preliminary prospectus (“Preliminary Prospectus”), including any prospectus that is included

in the Registration Statement immediately prior to the effectiveness of the Registration Statement, for the registration of the offer

and sale of the Public Securities under the Act, which registration statement and amendment or amendments have been prepared by the Company

in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission

under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to

such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the

Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits

and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time

pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the

final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing

information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations, filed by the Company with the Commission

pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For the purposes of this Agreement,

“Time of Sale,” as used in the Act, means 4:30 p.m. New York City time, on the date of this Agreement. Prior to the

Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on August 11, 2026, for

distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Sale Preliminary

Prospectus”). Unless otherwise specified, any reference herein to the term “Registration Statement” shall

be deemed to include any Registration Statement filed pursuant to Rule 462(b) under the Act registering additional securities (a “Rule

462(b) Registration Statement”). Other than a Rule 462(b) Registration Statement and the Form 8-A registration statement referred

to below in Section 2.1.2, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement

has been filed with the Commission. The offer and sale of all Public Securities have been registered under the Act pursuant to the Registration

Statement. The Registration Statement has been declared effective by the Commission on the date hereof. If, subsequent to the date of

this Agreement, the Company or the Representative determines that at the Time of Sale, the Sale Preliminary Prospectus includes an untrue

statement of a material fact or omits a statement of material fact necessary to make the statements therein, in the light of the circumstances

under which they were made, not misleading and the Company and the Representative agrees to provide an opportunity to purchasers of the

Units to terminate their old purchase contracts and enter into new purchase contracts, then the Sale Preliminary Prospectus will be deemed

to include any additional information available to purchasers at the time of entry into the first such new purchase contract.

2.1.2. Pursuant to the Exchange

Act. The Company has filed with the Commission a Registration Statement on Form 8-A (File Number 001-43452) providing for the registration

under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of the Units and the other Public Securities.

The registration of the Units and the other Public Securities under the Exchange Act has been declared effective by the Commission on

the date hereof and the Units and the other Public Securities have been registered pursuant to Section 12(b) of the Exchange Act.

2.1.3 No Stop Orders, Etc.

Neither the Commission nor, to the Company’s knowledge, assuming reasonable inquiry, any federal, state or other regulatory authority

has issued any order or threatened to issue any order preventing or suspending the use of the Registration Statement, any Preliminary

Prospectus, the Sale Preliminary Prospectus or Prospectus or any part thereof, or has instituted or, to the Company’s knowledge,

assuming reasonable inquiry, threatened to institute any proceedings with respect to such an order.

2.2. Disclosures in Registration Statement.

2.2.1. 10b-5 Representation.

At the time of effectiveness of the Registration Statement (or at the time of any post-effective amendment to the Registration Statement)

and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement, the Sale Preliminary

Prospectus and the Prospectus contained and will contain all material statements that are required to be stated therein in accordance

with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations.

The Registration Statement, as of the Effective Date, did not, and the amendments and supplements thereto, as of their respective dates,

will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary

to make the statements therein, not misleading. The Prospectus, as of its date and the Closing Date or the Option Closing Date, as the

case may be, did not and will not, and the amendments and supplements thereto, as of their respective dates, will not, include any untrue

statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances

under which they were made, not misleading. The Sale Preliminary Prospectus, as of the Time of Sale (or such subsequent Time of Sale pursuant

to Section 2.1.1), did not include any untrue statement of a material fact or omit to state a material fact necessary in order

to make the statements therein, in the light of the circumstances under which they were made, not misleading. When any Preliminary Prospectus

or the Sale Preliminary Prospectus was first filed with the Commission (whether filed as part of the Registration Statement for the registration

of the Public Securities or any amendment thereto or pursuant to Rule 424(a) of the Regulations) and when any amendment thereof or supplement

thereto was first filed with the Commission, such Preliminary Prospectus or the Sale Preliminary Prospectus and any amendments thereof

and supplements thereto complied or will have been corrected in the Sale Preliminary Prospectus and the Prospectus to comply in all material

respects with the applicable provisions of the Act and the Regulations and did not and will not contain an untrue statement of a material

fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light

of the circumstances under which they were made, not misleading. The representation and warranty made in this Section 2.2.1 does

not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company

with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Sale Preliminary Prospectus

or the Prospectus or any amendment thereof or supplement thereto. The parties acknowledge and agree that such information provided by

or on behalf of the Underwriters consists solely of the following: the names of the Underwriters, the information with respect to dealers’

concessions and reallowances contained in the section entitled “Underwriting,” the information with respect to short positions

and stabilizing transactions contained in the section entitled “Underwriting” and the identity of counsel to the Underwriters

contained in the section entitled “Legal Matters” (such information, collectively, the “Underwriters’ Information”).

2.2.2. Disclosure of Agreements.

The agreements and documents described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus conform to the

descriptions thereof contained therein in all material respects and there are no agreements or other documents required to be described

in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus or to be filed with the Commission as exhibits to the

Registration Statement, that have not been so described or filed. Each agreement or other instrument (however characterized or described)

to which the Company is a party or by which its property or business is or may be bound or affected and (i) that is referred to in the

Registration Statement, Sale Preliminary Prospectus or the Prospectus or attached as an exhibit thereto, or (ii) that is material to the

Company’s business, has been duly authorized and validly executed by the Company, is in full force and effect and is enforceable

against the Company and, to the Company’s knowledge, assuming reasonable inquiry, the other parties thereto, in accordance with

its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’

rights generally; (y) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal and

state securities laws; and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject

to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, and no such agreement

or instrument has been assigned by the Company, and neither the Company nor, to the Company’s knowledge, assuming reasonable inquiry,

any other party is in breach or default thereunder and, to the Company’s knowledge, assuming reasonable inquiry, no event has occurred

that, with the lapse of time or the giving of notice, or both, would constitute a breach or default thereunder. To the Company’s

knowledge, assuming reasonable inquiry, the performance by the Company of the material provisions of such agreements or instruments will

not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court,

domestic or foreign, having jurisdiction over the Company or any of its assets or businesses, including, without limitation, those relating

to environmental laws and regulations.

2.2.3. Prior Securities Transactions.

No securities of the Company have been sold by the Company or by or on behalf of, or for the benefit of, any person or persons controlling,

controlled by, or under common control with the Company since the date of the Company’s formation, except as disclosed in the Registration

Statement.

2.2.4. Regulations. The

disclosures in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus concerning the effects of federal, foreign,

state and local regulation on the Company’s business as currently contemplated are correct in all material respects and do not omit

to state a material fact necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading.

2.3. Changes After Dates in Registration

Statement.

2.3.1. No Material Adverse

Change. Since the respective dates as of which information is given in the Registration Statement, the Sale Preliminary Prospectus

and the Prospectus, except as otherwise specifically stated therein, (i) there has been no material adverse change in the condition, financial

or otherwise, or business prospects of the Company, (ii) there have been no material transactions entered into by the Company, other than

as contemplated pursuant to this Agreement, (iii) no member of the Company’s board of directors (the “Board of Directors”)

or management has resigned from any position with the Company and (iv) no event or occurrence has taken place which materially impairs,

or would likely materially impair, with the passage of time, the ability of the members of the Board of Directors or management to act

in their capacities with the Company as described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus.

2.3.2. Recent Securities

Transactions. Subsequent to the respective dates as of which information is given in the Registration Statement, the Sale Preliminary

Prospectus and the Prospectus, and except as may otherwise be indicated or contemplated herein or therein, the Company has not (i) issued

any securities or incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) declared or paid any dividend

or made any other distribution on or in respect to its share capital.

2.4. Independent Accountants.

CBIZ CPAs P.C. (“CBIZ”), whose report is filed with the Commission as part of, and is included in, the Registration

Statement, the Sale Preliminary Prospectus, and the Prospectus, is an independent registered public accounting firm as required by the

Act, the Regulations and the Public Company Accounting Oversight Board (the “PCAOB”), including the rules and regulations

promulgated by such entity. CBIZ is currently registered with the PCAOB. CBIZ has not, during the periods covered by the financial statements

included in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, provided to the Company any non-audit services,

as such term is used in Section 10A(g) of the Exchange Act.

2.5. Financial Statements, etc.

2.5.1. Financial Statements.

The financial statements, including the notes thereto and supporting schedules (if any) included in the Registration Statement, the Sale

Preliminary Prospectus and the Prospectus fairly present the financial position, the results of operations and the cash flows of the Company

at the dates and for the periods to which they apply; such financial statements have been prepared in conformity with United States generally

accepted accounting principles (“GAAP”), consistently applied throughout the periods involved; and the supporting schedules

included in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus present fairly the information required to

be stated therein in conformity with the Regulations. No other financial statements or supporting schedules are required to be included

or incorporated by reference in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus. The Registration Statement,

the Sale Preliminary Prospectus and the Prospectus disclose all material off-balance sheet transactions, arrangements, obligations (including

contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a material

current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity,

capital expenditures, capital resources, or significant components of revenues or expenses. There are no pro forma or as adjusted financial

statements that are required to be included in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus in accordance

with Regulation S-X or Form S-1 that have not been included as required.

2.5.2. Statistical Data.

The statistical, industry-related and market-related data included in the Registration Statement, the Sale Preliminary Prospectus and/or

the Prospectus are based on or derived from sources that the Company reasonably and in good faith believes are reliable and accurate,

and such data materially agree with the sources from which they are derived.

2.6. Authorized Capital;

Options, etc. The Company had, at the date or dates indicated in the Registration Statement, the Sale Preliminary Prospectus and

the Prospectus, the duly authorized, issued and outstanding capitalization as set forth therein. Based on the assumptions stated in the

Registration Statement, the Sale Preliminary Prospectus and the Prospectus, the Company will have on the Closing Date the adjusted capitalization

set forth therein. Except as set forth in, or contemplated by, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus,

on the Effective Date, as of the Time of Sale and on the Closing Date and any Option Closing Date, there will be no stock options, warrants,

or other rights to purchase or otherwise acquire any authorized, but unissued Ordinary Shares or any security convertible or exercisable

into Ordinary Shares, or any contracts or commitments to issue or sell Ordinary Shares or any such options, warrants, rights or convertible

securities.

2.7. Valid Issuance of Securities, etc.

2.7.1. Outstanding Securities.

All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized

and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are

not subject to personal liability by reason of being such holders; and none of such securities was issued in violation of the preemptive

rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding

securities of the Company conform in all material respects to all statements relating thereto contained in the Registration Statement,

the Sale Preliminary Prospectus and the Prospectus. All offers and sales and any transfers of the outstanding securities of the Company

were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws or, based in part on the

representations and warranties of the purchasers of such securities, exempt from such registration requirements.

2.7.2. Securities Sold Pursuant

to this Agreement. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance

with this Agreement, will be validly issued, and the Ordinary Shares will be fully paid and non-assessable; the holders thereof are not

and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to

the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate

action required to be taken for the authorization, issuance and sale of the Public Securities has been duly and validly taken. The form

of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable

securities laws. The Public Securities conform in all material respects to the descriptions thereof contained in the Registration Statement,

the Sale Preliminary Prospectus and the Prospectus, as the case may be.

2.7.3. Placement Securities.

The Placement Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with the Private

Units Purchase Agreement, will be validly issued; the holders thereof are not and will not be subject to personal liability by reason

of being such holders; the Placement Securities are not and will not be subject to the preemptive rights of any holders of any security

of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization,

issuance and sale of the Placement Securities has been duly and validly taken.

2.7.4. No Integration.

Neither the Company nor any of its affiliates has, prior to the date hereof, made any offer or sale of any securities which are required

to be or may be “integrated” pursuant to the Act or the Regulations with the Offering.

2.8. Registration Rights

of Third Parties. Except as set forth in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, no holders

of any securities of the Company or any rights exercisable for or convertible or exchangeable into securities of the Company have the

right to require the Company to register any such securities of the Company under the Act or to include any such securities in a registration

statement to be filed by the Company.

2.9. Validity and Binding

Effect of Agreements. This Agreement, the Trust Agreement, the Insider Letter (as defined in Section 2.21.1), the Services

Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Private

Units Purchase Agreement (as defined in Section 2.21.2), the Warrant Agreement (as defined in Section 2.23), and the Rights

Agreement (as defined in Section 2.24) (collectively all such documents with this Agreement, the “Transaction Documents”)

have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements

of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited

by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) with respect to this Agreement

only, as enforceability of any indemnification or contribution provision may be limited under the foreign, federal and state securities

laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable

defenses and to the discretion of the court before which any proceeding therefor may be brought.

2.10. No Conflicts,

etc. The execution, delivery, and performance by the Company of the Transaction Documents, the consummation by the Company of

the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not,

with or without the giving of notice or the lapse of time or both, (i) result in a breach or violation of, or conflict with any of the

terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien,

charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement, obligation, condition, covenant

or instrument to which the Company is a party or bound or to which its property is subject except pursuant to the Trust Agreement; (ii)

result in any violation of the provisions of the Amended and Restated Memorandum and Articles of Association, as may be amended from time

to time, of the Company (the “Charter Documents”); or (iii) violate any existing applicable statute, law, rule, regulation,

judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its

properties, assets or business constituted as of the date hereof.

2.11. No Defaults; Violations.

No default or violation exists in the due performance and observance of any term, covenant or condition of any license, contract, indenture,

mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money,

or any other agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the properties

or assets of the Company is subject, except for any such default or violation that would not have a Material Adverse Effect (as defined

in Section 2.15). The Company is not (a) in violation of any term or provision of its Charter Documents or (b) in violation of

any franchise, license, permit, applicable law, rule, regulation, judgment or decree of any governmental agency or court, domestic or

foreign, having jurisdiction over the Company or any of its properties or businesses, except in the case of clause (b) above for any such

violation that would not have a Material Adverse Effect.

2.12. Corporate Power; Licenses; Consents.

2.12.1. Conduct of Business.

The Company has all requisite corporate power and authority, and has all necessary authorizations, approvals, orders, licenses, certificates

and permits of and from all governmental regulatory officials and bodies that it needs as of the date hereof to conduct its business purpose

as described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus. The disclosures in the Registration Statement,

the Sale Preliminary Prospectus and the Prospectus concerning the effects of foreign, federal, state and local regulation on the Offering

and the Company’s business purpose as currently contemplated are correct in all material respects and do not omit to state a material

fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which

they were made, not misleading. Since its formation, the Company has conducted no business and has incurred no liabilities other than

in connection with its formation and in furtherance of the Offering or as otherwise described in the Registration Statement, the Sale

Preliminary Prospectus or the Prospectus, as applicable.

2.12.2. Transactions Contemplated

Herein. The Company has all requisite corporate power and authority to enter into the Transaction Documents and to carry out the provisions

and conditions hereof and thereof, and all consents, authorizations, approvals and orders required in connection herewith and therewith

have been obtained. No consent, authorization, or order of, and no filing with, any court, government agency or other body, foreign or

domestic, is required for the valid issuance, sale and delivery, of the Securities and the consummation of the transactions and agreements

contemplated by the Transaction Documents and as contemplated by the Registration Statement, the Sale Preliminary Prospectus and the Prospectus,

except with respect to applicable foreign, federal and state securities laws, the rules of The Nasdaq Capital Market (“Nasdaq”)

and the rules and regulations promulgated by FINRA.

2.12.3. Jurisdiction and

Designation. The Company has the power to submit, and pursuant to Section 9.7 of this Agreement has, to the extent permitted

by law, legally, validly, effectively and irrevocably submitted, to the jurisdiction of any New York State or United States Federal court

sitting in the City of New York, Borough of Manhattan.

2.13. D&O Questionnaires.

To the Company’s knowledge, assuming reasonable inquiry, all information contained in the questionnaires (“Questionnaires”)

completed by each of the Company’s officers, directors and shareholders as of the date hereof (together with the Sponsor, the “Insiders”)

and provided to the Representative and their counsel and the biographies of the Insiders and other persons contained in the Registration

Statement, Sale Preliminary Prospectus and the Prospectus (to the extent a biography is contained) is true and correct in all material

respects and the Company has not become aware of any information which would cause the information disclosed in the Questionnaires completed

by each Insider to become inaccurate, incorrect or incomplete.

2.14. Litigation; Governmental

Proceedings. There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation or governmental proceeding

pending, or to the Company’s knowledge, assuming reasonable inquiry, threatened against or involving the Company or, to the Company’s

knowledge, assuming reasonable inquiry, any Insider or any shareholder or member of an Insider that has not been disclosed, that is required

to be disclosed, in the Registration Statement, the Sale Preliminary Prospectus, the Prospectus or the Questionnaires.

2.15. Due Incorporation;

Valid Existence. The Company has been duly incorporated and is validly existing as a corporation and is in good standing under

the laws of its jurisdiction of incorporation. The Company is duly qualified to do business and is in good standing as a foreign corporation

in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where

the failure to qualify would not have a material adverse effect on the condition (financial or otherwise), earnings, assets, prospects,

business, operations or properties of the Company, whether or not arising from transactions in the ordinary course of business (a “Material

Adverse Effect”).

2.16. No Contemplation

of a Business Combination. As of the date of this Agreement, the Company has not selected any specific Business Combination target

(each a “Target Business”) and it has not, nor has anyone on its behalf, initiated any substantive discussions, directly

or indirectly with any Target Business.

2.17. Transactions Affecting Disclosure to

FINRA.

2.17.1. Finder’s Fees.

Except as disclosed in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus, there are no claims, payments, arrangements,

agreements or understandings relating to the payment of a brokerage commission or finder’s, consulting or origination fee by the

Company or any Insider with respect to the sale of the Securities hereunder or any other arrangements, agreements or understandings of

the Company or to the Company’s knowledge, assuming reasonable inquiry, any Insider that may affect the Underwriters’ compensation,

as defined by FINRA.

2.17.2. Payments Within 180

Days. The Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s

fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons

who raised or provided capital to the Company; or (ii) to the Company’s knowledge, any “participating member,” as defined

in FINRA Rule 5110(j)(15), (a “Participating Member”), with respect to the Offering, within the 180-day period prior

to the initial filing of the Registration Statement, other than any prior payments to the Representative in connection with the Offering.

The Company has not issued any warrants or other securities, or granted any options, directly or indirectly, to any Participating Member

within the 180-day period prior to the initial filing date of the Registration Statement. To the Company’s knowledge, no person

to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date of the Registration

Statement has any relationship or affiliation or association with any Participating Member. Except with respect to the Representative

in connection with the Offering, the Company has not entered into any agreement or arrangement (including, without limitation, any consulting

agreement or any other type of agreement) during the 180-day period prior to the initial filing date of the Registration Statement with

the Commission, which arrangement or agreement provides for the receipt of any “underwriting compensation” as defined in FINRA

Rule 5110, by any Participating Member.

2.17.3. FINRA Affiliation.

Except as disclosed in the FINRA Questionnaires provided to the Representative, to the Company’s knowledge, no officer or director

or any direct or indirect beneficial owner (including the Insiders) of any class of the Company’s unregistered securities (whether

debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) has any direct or indirect

affiliation or association with any Participating Member (as defined in accordance with the rules and regulations of FINRA). The Company

will advise the Representative and DLA Piper if it learns that any officer or director or any direct or indirect beneficial owner (including

the Insiders) is or becomes an affiliate or associated person of a Participating Member.

2.17.4. Share Ownership.

Except as disclosed in the FINRA Questionnaires provided to the Representative, to the Company’s knowledge, no officer or director

or any direct or indirect beneficial owner (including the Insiders) of any class of the Company’s unregistered securities is an

owner of shares or other securities of any Participating Member (other than securities purchased on the open market).

2.17.5. Loans. To the

Company’s knowledge, no officer or director or any direct or indirect beneficial owner (including the Insiders) of any class of

the Company’s unregistered securities has made a subordinated loan to any Participating Member in the Offering.

2.17.6. Proceeds of the Offering.

Except as disclosed in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus, no proceeds from the sale of the

Public Securities (excluding underwriting compensation) or the Private Units, will be paid to any Participating Member, except as specifically

authorized herein.

2.17.7. Conflicts of Interest.

To the Company’s knowledge, assuming reasonable inquiry, no Participating Member in the Offering has a conflict of interest with

the Company. For this purpose, a “conflict of interest” exists when a Participating Member and/or its associated persons,

parent or affiliates in the aggregate beneficially own 10% or more of the Company’s outstanding common equity or 10% or more of

the Company’s preferred equity.

2.18. Taxes.

2.18.1. There are no transfer

taxes or other similar fees or charges under U.S. federal law or the laws of any U.S. state or any political subdivision of the United

States, or under the laws of any non-U.S. jurisdiction, required to be paid in connection with the execution and delivery of this Agreement

or the issuance or sale by the Company of the Public Securities, save that Cayman Islands stamp duty may be payable if the original of

this Agreement is brought to or executed in the Cayman Islands.

2.18.2. The Company has filed

all U.S. federal, state and local, and non-U.S., tax returns required to be filed with taxing authorities prior to the date hereof in

a timely manner or has duly obtained extensions of time for the filing thereof. The Company has paid all taxes shown as due on such returns

that were filed and has paid all taxes imposed on it and any other assessment, fine or penalty levied against it, to the extent that any

of the foregoing is due and payable. In the case of each of the foregoing, except where the failure to file or pay, as applicable, would

not have a Material Adverse Effect. The Company has made appropriate provisions in the applicable financial statements referred to in

Section 2.5.1 above in respect of all federal, state, local and foreign income and franchise taxes for all current or prior periods

as to which the tax liability of the Company has not been finally determined.

2.19. Foreign Corrupt

Practices Act; Anti-Money Laundering; Patriot Act.

2.19.1. U.S.

Foreign Corrupt Practices Act. Neither the Company nor to the Company’s knowledge, assuming reasonable inquiry, any of the Insiders

or any other person acting on behalf of the Company has, directly or indirectly, given or agreed to give any money, gift or similar benefit

(other than legal price concessions to customers in the ordinary course of business) to any customer, supplier, employee or agent of a

customer or supplier, or official or employee of any governmental agency or instrumentality of any government (domestic or foreign) or

any political party or candidate for office (domestic or foreign) or other person who was, is, or may be in a position to help or hinder

the business of the Company (or assist it in connection with any actual or proposed transaction) that (i) might subject the Company to

any damage or penalty in any civil, criminal or governmental litigation or proceeding; (ii) if not given in the past, might have had a

Material Adverse Effect; or (iii) if not continued in the future, might adversely affect the assets, business or operations of the Company.

The Company has taken reasonable steps to ensure that its accounting controls and procedures are sufficient to cause the Company to comply

in all material respects with the Foreign Corrupt Practices Act of 1977, as amended.

2.19.2. Compliance with Sanction

Laws. None of the Company, any of the Subsidiaries or, to the knowledge of the Company, any directors, officers or employees of the

Company or any of the Subsidiaries or any agent, affiliate or other person associated with or acting on behalf of the Company or any of

the Subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including,

without limitation, the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury or the U.S. Department of State

and including, without limitation, the designation as a “specially designated national” or “blocked person”),

the United Nations Security Council, the European Union (the “EU”), the Office of Financial Sanctions Implementation

of the United Kingdom of Great Britain and Northern Ireland (OFSI) or other relevant sanctions authority (collectively, “Sanctions”),

nor is the Company or any of the Subsidiaries located, organized or resident in a country or territory that is the subject or target of

Sanctions, including, without limitation, the Republic of Belarus, Crimea, the Russian Federation, Republic of Cuba, the Islamic Republic

of Iran, Democratic People’s Republic of Korea (North Korea), the Libyan Arab Republic, the Syrian Arab Republic, the Bolivarian

Republic of Venezuela and the Republic of Yemen (each, a “Sanctioned Country”); and the Company will not directly or

indirectly use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture

partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding

or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country

or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether

as underwriter, advisor, investor or otherwise) of Sanctions. The Company has not knowingly engaged in and is not now knowingly engaged

in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of

Sanctions or with any Sanctioned Country.

2.19.3. Compliance with Anti-Money

Laundering Laws. The operations of the Company are and have been conducted at all times in compliance with (i) the requirements of

the U.S. Treasury Department Office of Foreign Asset Control and (ii) applicable financial recordkeeping and reporting requirements of

the Currency and Foreign Transaction Reporting Act of 1970, as amended, including the Money Laundering Control Act of 1986, as amended,

the rules and regulations thereunder and any related or similar money laundering statutes, rules, regulations or guidelines, issued, administered

or enforced by any Federal governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding

by or before any court or governmental agency, authority or body or any arbitrator involving the Company with respect to the Money Laundering

Laws is pending or, to the Company’s knowledge, threatened.

2.19.4. Patriot Act.

Neither the Company nor to the Company’s knowledge, assuming reasonable inquiry, any Insider has violated the Bank Secrecy Act of

1970, as amended, or the Uniting and Strengthening of America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism

(USA PATRIOT) Act of 2001, and/or the rules and regulations promulgated under any such law, or any successor law.

2.20. Officers’

Certificates. Any certificate signed by any duly authorized officer of the Company and delivered to the Representative or to counsel

to the Underwriters on the Closing Date or on the Option Closing Date shall be deemed a representation and warranty by the Company to

the Underwriters as to the matters covered thereby.

2.21. Agreements With

Insiders.

2.21.1. Insider Letter.

The Company has caused to be duly executed a legally binding and enforceable agreement, a form of which is annexed as an exhibit to the

Registration Statement (the “Insider Letter”), pursuant to which each of the Insiders of the Company agree to certain

matters. The Insider Letter shall not be amended, modified or otherwise changed without the prior written consent of the Representative,

which consent shall not be unreasonably delayed, conditioned or withheld by the Representative.

2.21.2. Private Units Purchase

Agreement. The Company and the Sponsor have executed and delivered a Private Units Purchase Agreement, the form of which is annexed

as an exhibit to the Registration Statement (the “Units Purchase Agreement”), pursuant to which the Sponsor will, among

other things, on the Closing Date, consummate the purchase of and deliver the purchase price for the Private Units to be sold to the Sponsor

as provided in the Units Purchase Agreement. Pursuant to the Insider Letter, the Sponsor has waived any and all rights and claims it may

have to any proceeds, and any interest thereon, held in the Trust Account in respect of the Private Units. Certain proceeds from the sale

of the Private Units will be deposited by the Company in the Trust Account in accordance with the terms of the Trust Agreement on the

Closing Date as provided for in the Units Purchase Agreement.

2.21.3. Administrative Services.

The Company and the Sponsor have entered into an agreement (“Services Agreement”) substantially in the form annexed

as an exhibit to the Registration Statement, pursuant to which the Sponsor will make available to the Company office space, utilities,

and secretarial and administrative support for $10,000 per month, and the Company will reimburse the Sponsor for any reasonable and documented

out-of-pocket expenses related to identifying, investigating and completing a Business Combination. Upon completion of the Business Combination,

the Company will cease paying such monthly fees.

2.21.4. Registration Rights

Agreement. The Company, the Sponsor and the Insiders have entered into a Registration Rights Agreement (“Registration Rights

Agreement”) substantially in the form annexed as an exhibit to the Registration Statement, whereby such parties will be entitled

to certain registration rights with respect to the securities they hold or may hold, as set forth in such Registration Rights Agreement

and described more fully in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus.

2.21.5. Loans. The Sponsor

has agreed to make loans to the Company in the aggregate amount of up to $500,000 (the “Offering Insider Loans”) pursuant

to a promissory note substantially in the form annexed as an exhibit to the Registration Statement. The Offering Insider Loans do not

bear any interest and are repayable by the Company on the consummation of the Offering.

2.22. Investment Management

Trust Agreement. The Company has entered into the Trust Agreement with respect to certain proceeds of the Offering and the Private

Placement substantially in the form annexed as an exhibit to the Registration Statement.

2.23. Warrant Agreement.

The Company has entered into a warrant agreement with respect to the Warrants with Vstock Transfer, LLC substantially in the form annexed

as an exhibit to the Registration Statement (the “Warrant Agreement”).

2.24. Rights Agreement.

The Company has entered into a rights agreement with respect to the Rights with Vstock Transfer, LLC substantially in the form annexed

as an exhibit to the Registration Statement (the “Rights Agreement” and together with the Warrant Agreement, the “Vstock

Agreements”).

2.25. No Existing Non-Competition

Agreements. To the Company’s knowledge, no Insider is subject to any non-competition agreement or non-solicitation agreement

with any employer or prior employer which could materially affect his ability to be an employee, officer and/or director of the Company,

except as disclosed in the Registration Statement.

2.26. Investments.

No more than 45% of the “value” (as defined in Section 2(a)(41) of the Investment Company Act of 1940, as amended (the “Investment

Company Act”)) of the Company’s total assets consist of, and no more than 45% of the Company’s net income after

taxes is derived from, securities other than “government securities” (as defined in Section 2(a)(16) of the Investment Company

Act) or money market funds meeting the conditions of Rule 2a-7 of the Investment Company Act.

2.27. Investment Company

Act. The Company is not required, and upon the issuance and sale of the Securities as herein contemplated and the application

of the net proceeds therefrom as described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus will not

be required, to register as an “investment company” under the Investment Company Act.

2.28. Subsidiaries.

The Company does not own an interest in any corporation, partnership, limited liability company, joint venture, trust or other business

entity.

2.29. Related Party

Transactions. No relationship, direct or indirect, exists between or among the Company, on the one hand, and any Insider, on the

other hand, which is required by the Act, the Exchange Act or the Regulations to be described in the Registration Statement, the Sale

Preliminary Prospectus and the Prospectus which is not so described as required. There are no outstanding loans, advances (except normal

advances for business expenses in the ordinary course of business), or guarantees of indebtedness by the Company to or for the benefit

of any of the officers or directors of the Company or any of their respective family members, except as disclosed in the Registration

Statement, the Sale Preliminary Prospectus and the Prospectus. The Company has not extended or maintained credit, arranged for the extension

of credit, or renewed an extension of credit, in the form of a personal loan to or for any director or officer of the Company.

2.30. No Influence.

The Company has not offered, or caused the Underwriters to offer, the Firm Units to any person or entity with the intention of unlawfully

influencing (a) a customer or supplier of the Company or any affiliate of the Company to alter the customer’s or supplier’s

level or type of business with the Company or such affiliate or (b) a journalist or publication to write or publish favorable information

about the Company or any such affiliate.

2.31. Sarbanes-Oxley

Compliance. The Company is, and on the Closing Date will be, in material compliance with the provisions of the Sarbanes-Oxley

Act of 2002, as amended (“Sarbanes-Oxley Act”), and the rules and regulations promulgated thereunder and related or

similar rules or regulations promulgated by any governmental or self-regulatory entity or agency, that are applicable to it as of the

date hereof.

2.32. Board of Directors.

As of the Effective Date, the Board of Directors of the Company will be comprised of the persons set forth as “Directors”

or “Director nominees” under the heading of the Sale Preliminary Prospectus and the Prospectus captioned “Management.”

As of the Effective Date, the qualifications of the persons serving as board members and the overall composition of the board will comply

with the Sarbanes-Oxley Act and the rules promulgated thereunder and the rules of Nasdaq that are, in each case, applicable to the Company.

As of the Effective Date, the Company will have an Audit Committee that satisfies the applicable requirements under the Sarbanes-Oxley

Act and the rules promulgated thereunder and the rules of Nasdaq, subject to the permitted phase-in requirements under the rules of Nasdaq.

2.33. Emerging Growth

Company Status. From its formation through the date hereof, the Company has been and is an “emerging growth company,”

as defined in Section 2(a) of the Act (an “Emerging Growth Company”).

2.34. No Disqualification

Events. Neither the Company, nor any of its predecessors or any affiliated issuer, nor any director, executive officer, or other

officer of the Company participating in the Offering, nor any beneficial owner of 20% or more of the Company’s outstanding voting

equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Act) connected

with the Company in any capacity at the Time of Sale (each, a “Company Covered Person” and, together, “Company

Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii)

under the Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3).

The Company has exercised reasonable care to determine whether any Company Covered Person is subject to a Disqualification Event. The

Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Underwriters

a copy of any disclosures provided thereunder.

2.35. Free-Writing Prospectus

and Testing-the-Waters. The Company has not made any offer relating to the Public Securities that would constitute an issuer free

writing prospectus, as defined in Rule 433 under the Act, or that would otherwise constitute a “free writing prospectus” as

defined in Rule 405 under the Act. The Company: (a) has not engaged in any Testing-the-Waters Communication other than Testing-the-Waters

Communications with the consent of the Representative with entities that are qualified institutional buyers within the meaning of Rule

144A under the Act or institutions that are accredited investors within the meaning of Rule 501(a) of Regulation D under the Act and (b)

has not authorized anyone to engage in Testing-the-Waters Communications other than its officers and the Representative and individuals

engaged by the Representative. The Company has not distributed any written Testing-the-Waters Communications other than those listed on

Schedule 2 hereto. “Testing-the-Waters Communication” means any oral or written communication with potential

investors undertaken in reliance on Section 5(d) of the Act.

2.36. No Fee Arrangements.

As of the date hereof, the Company has not entered into any agreement, written or oral, pursuant to which the Company will be obligated

to pay any Insider or an affiliate of any Insider a consulting, finder or success fee for assisting the Company in consummating a Business

Combination.

2.37. Loans to Directors

or Officers. There are no outstanding loans, advances (except normal advances for business expenses in the ordinary course of

business) or guarantees or indebtedness by the Company for the benefit of any of the officers or directors of the Company, or any of their

respective family members, except as disclosed in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus.

2.38. Forward-Looking

Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange

Act) contained in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus has been made or reaffirmed without a

reasonable basis or has been disclosed other than in good faith.

2.39. Integration.

Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf has, directly or indirectly, made any offers

or sales of any security or solicited any offers to buy any security, under circumstances that would cause the Offering to be integrated

with prior offerings by the Company for purposes of the Securities Act that would require the registration of any such securities under

the Securities Act.

2.40. Corporate Records.

The minute books of the Company have been made available to the Representative and counsel to the Underwriters and such books (i) contain

minutes of all material meetings and actions of the Board of Directors (including each board committee) and shareholders of the Company,

and (ii) reflect all material transactions referred to in such minutes.

2.41. Disclosures in

Commission Filings. None of the Company’s filings with the Commission, at the time of such filings, contained in

any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the

light of the circumstances under which they were made, not misleading; and the Company has made all filings with the Commission required

under the Exchange Act and the rules and regulations promulgated of the Commission promulgated thereunder.

3. Covenants of the Company.

The Company covenants and

agrees as follows:

3.1. Amendments to Registration

Statement. The Company will deliver to the Representative, prior to filing, any amendment or supplement to the Registration Statement,

any Preliminary Prospectus or the Prospectus proposed to be filed after the Effective Date and the Company shall not file any such amendment

or supplement to which the Representative reasonably object in writing.

3.2. Federal Securities Laws.

3.2.1. Compliance. During

the time when a Prospectus is required to be delivered under the Act, the Company will use its commercially reasonable efforts to comply

with all requirements imposed upon it by the Act, the Regulations, and the Exchange Act, and by the regulations under the Exchange Act,

as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with

the provisions hereof and the Sale Preliminary Prospectus and the Prospectus. If at any time when a Prospectus relating to the Securities

is required to be delivered under the Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company

or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits

to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances

under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the

Act, the Company will notify the Representative promptly and prepare and file with the Commission, subject to Section 3.1 hereof,

an appropriate amendment or supplement in accordance with Section 10 of the Act.

3.2.2. Filing of Final Prospectus.

The Company will file the Prospectus (in form and substance reasonably satisfactory to the Underwriters) with the Commission pursuant

to the requirements of Rule 424 of the Regulations.

3.2.3. Exchange Act Registration.

The Company will use its commercially reasonable efforts to maintain the registration of the Ordinary Shares (and Warrants and Rights

prior to consummation of the Business Combination) under the provisions of the Exchange Act (except in connection with a going-private

transaction) for a period of five (5) years from the Effective Date, or until the Company is required to be liquidated or is acquired,

if earlier. The Company will not deregister the Ordinary Shares (and Warrants and Rights prior to consummation of the Business Combination)

under the Exchange Act (except in connection with a going private transaction after the completion of a Business Combination) without

the prior written consent of the Representative.

3.2.4. Exchange Act Filings.

From the Effective Date until the earlier of the Company’s initial Business Combination, or its liquidation and dissolution, the

Company shall timely file with the Commission via the Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”)

such statements and reports as are required to be filed by a company registered under Section 12(b) of the Exchange Act.

3.2.5. Sarbanes-Oxley Act

Compliance. As soon as it is legally required to do so, the Company shall take all actions necessary to obtain and thereafter maintain

material compliance with each applicable provision of the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder and

related or similar rules and regulations promulgated by any other governmental or self-regulatory entity or agency with jurisdiction over

the Company.

3.2.6. Free Writing Prospectuses.

The Company agrees that it will not make any offer relating to the Public Securities that would constitute an issuer free writing prospectus,

as defined in Rule 433 under the Act, or that would otherwise constitute a “free writing prospectus” as defined in Rule 405

under the Act, without the prior consent of the Underwriters.

3.2.7. Testing-the-Waters

Communications. If at any time following the distribution of any Testing-the-Waters Communication there occurred or occurs an event

or development as a result of which such Testing-the-Waters Communication included or would include an untrue statement of a material

fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances

existing at that subsequent time, not misleading, the Company shall promptly notify the Representative and shall promptly amend or supplement,

at its own expense, such Testing-the-Waters Communication to eliminate or correct such untrue statement or omission.

3.3. Delivery to the

Underwriters of Registration Statements. The Company has delivered or made available or shall deliver or make available to the

Representative and counsel to the Underwriters, without charge, conformed copies of the Registration Statement as originally filed and

each amendment thereto (including exhibits filed therewith) and signed copies of all consents and certificates of experts, and will also

deliver to each Underwriter, without charge, a conformed copy of the Registration Statement as originally filed and each amendment thereto

(without exhibits) upon receipt of a written request therefor from such Underwriter. The copies of the Registration Statement and each

amendment thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission

pursuant to EDGAR, except to the extent permitted by Regulation S-T.

3.4. Delivery to the

Underwriters of Prospectuses. The Company will deliver to the Underwriters, without charge and from time to time during the period

when the Prospectus is required to be delivered under the Act or the Exchange Act, such number of copies of each of the Preliminary Prospectus

and the Prospectus as the Underwriters may reasonably request and, as soon as the Registration Statement or any amendment or supplement

thereto becomes effective, deliver to the Underwriters, upon their request, two (2) manually executed Registration Statements, including

exhibits, and all post-effective amendments thereto and copies of all exhibits filed therewith or incorporated therein by reference and

all manually executed consents of certified experts.

3.5. Effectiveness and

Events Requiring Notice to the Representative. The Company will use its commercially reasonable efforts to cause the Registration

Statement to remain effective and will notify the Representative immediately and confirm the notice in writing (i) of the effectiveness

of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission of any stop order suspending the effectiveness

of the Registration Statement or any post-effective amendment thereto or preventing or suspending the use of any Preliminary Prospectus

or the Prospectus or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any foreign or

state securities commission of any proceedings for the suspension of the qualification of the Public Securities for offering or sale in

any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the

Commission for filing of any amendment or supplement to the Registration Statement or Prospectus; (v) of the receipt of any comments or

request for any additional information from the Commission; and (vi) of the happening of any event that, in the reasonable judgment of

the Company, makes any statement of a material fact made in the Registration Statement or the Prospectus untrue or that requires the making

of any changes in the Registration Statement or the Prospectus in order to make the statements therein, and in the light of the circumstances

under which they were made, not misleading. If the Commission or any foreign or state securities commission shall enter a stop order or

suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

3.6 Affiliated Transactions.

3.6.1 Business Combinations.

In the event the Company seeks to consummate a Business Combination with any entity that is affiliated with any Insider, the Company,

or a committee of its independent directors, shall obtain an opinion from an independent investment banking firm that is a member of FINRA,

or from an independent accounting firm, that the Business Combination is fair to the Company from a financial point of view.

3.6.2 Compensation to Insiders.

Except as disclosed in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus, the Company shall not pay any of

the Insiders or any of their affiliates any fees or compensation from the Company, for services rendered to the Company prior to, or in

connection with, the consummation of a Business Combination.

3.7. Reports to the

Representative. For a period of five (5) years from the Effective Date or until such earlier time upon which the Company is required

to be liquidated or is no longer required to file reports under the Exchange Act, the Company will furnish to the Representative and their

counsel copies of such financial statements and other periodic and special reports as the Company from time to time furnishes generally

to holders of any class of its securities, and promptly furnish to the Underwriters (i) a copy of each periodic report the Company shall

be required to file with the Commission, (ii) a copy of every press release and every news item and article with respect to the Company

or its affairs that was released by the Company, (iii) a copy of each Current Report on Form 8-K or Schedules 13D, 13G, 14D-1 or 13E-4

received or prepared by the Company, (iv) two (2) copies of each registration statement filed by the Company with the Commission under

the Act, and (v) such additional documents and information with respect to the Company and the affairs of any future subsidiaries of the

Company as the Representative may from time to time reasonably request; provided the Representative shall sign, if requested by the Company,

a Regulation FD compliant confidentiality agreement which is reasonably acceptable to the Representative and their counsel in connection

with the Representative’s receipt of such information. Documents filed or furnished with the Commission pursuant to its EDGAR system

shall be deemed to have been delivered to the Representative pursuant to this Section 3.7.

3.8. Transfer Agent.

For a period of five (5) years following the Effective Date or until such earlier time upon which the Company is required to be liquidated,

the Company shall retain a transfer agent reasonably acceptable to the Representative. Vstock Transfer, LLC is acceptable to the Representative.

Until the consummation of the Business Combination or until such earlier time upon which the Company is required to be liquidated, the

Company shall retain a warrant agent and a rights agent.

3.9. Payment of Expenses.

The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing

Date, all Company expenses incident to the performance of the obligations of the Company under this Agreement, including but not limited

to (i) the Company’s legal and accounting fees and disbursements; (ii) the preparation, printing, filing, mailing and delivery (including

the payment of postage with respect to such mailing) of the Registration Statement, the Sale Preliminary Prospectus and the Prospectus,

including any pre- or post-effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents,

including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities

as may be required by the Underwriters; (iii) fees incurred in connection with conducting background checks of the Company’s management

team; (iv) the preparation, printing, engraving, issuance and/or delivery of the Units, the Ordinary Shares, the Warrants, and the Rights

included in the Units, including any transfer or other taxes payable thereon; (v) filing fees incurred in registering the Offering with

FINRA, (vi) reasonable fees of counsel of the Underwriters in connection with registering the Offering with FINRA and including, without

limitation, fees associated with qualifying the Offering under the “Blue Sky” laws of any states specified by the Representative;

(vii) fees, costs and expenses incurred in listing the Securities on the Nasdaq Capital Market or such other stock exchanges as the Company

and the Underwriters together determine; (viii) all fees and disbursements of the transfer and rights agent; (ix) all of the Company’s

expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations

made available by way of a net roadshow, including without limitation, trips for the Company’s management to meet with prospective

investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; and (x) all other

documented out-of-pocket costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which

are not otherwise specifically provided for in this Section 3.9; provided that the amount of fees and expenses of the Representative

to be reimbursed by the Company under clauses (iii), (vi), and (ix) above shall not exceed $200,000. If the Offering

is consummated, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses

set forth above (which shall be mutually agreed upon between the Company and the Representative prior to the Closing Date) to be paid

by the Company to the Representative and others.

3.10. Application of

Net Proceeds. The Company will apply the net proceeds from the Offering and the Private Placement received by it in a manner consistent

in all material respects with the application described under the caption “Use of Proceeds” in the Prospectus.

3.11. Delivery of Earnings

Statements to Security Holders. The Company will make generally available to its security holders as soon as practicable an earnings

statement (which need not be certified by an independent registered public accounting firm unless required by the Act or the Regulations,

but which shall satisfy the provisions of Rule 158(a) under Section 11(a) of the Act) covering a period of at least twelve (12) consecutive

months beginning after the Effective Date.

3.12. Notice to FINRA.

3.12.1. Notice to the Representative.

For a period of sixty (60) days after the date of the Prospectus, in the event any person or entity (regardless of any FINRA affiliation

or association) is engaged, in writing, to assist the Company in its search for a Target Business or to provide any other services in

connection therewith, the Company will provide the following to the Representative prior to the consummation of the Business Combination:

(i) complete details of all services and copies of agreements governing such services, and (ii) justification as to why the person or

entity providing the merger and acquisition services should not be considered a Participating Member with respect to the Offering, as

such term is defined in FINRA Rule 5110. The Company also agrees that, if required by law, proper disclosure of such arrangement or potential

arrangement will be made in the tender offer documents or proxy statement which the Company will file with the Commission in connection

with the Business Combination.

3.12.2. FINRA. The Company

shall advise the Representative if it is aware that any 10% or greater shareholder of the Company becomes an affiliate or associated person

of a Participating Member.

3.12.3. Broker/Dealer.

In the event the Company intends to register as a broker/dealer, merge with or acquire a registered broker/dealer, or otherwise become

a member of FINRA, it shall promptly notify FINRA.

3.13. Stabilization.

Neither the Company, nor to its knowledge, any of its employees, directors or shareholders (without the consent of the Representative)

has taken, and the Company will not take, and has directed its employees, directors or shareholders to not take, directly or indirectly,

any action without the consent of the Representative that is designed to or that has constituted or that might reasonably be expected

to cause or result in, under the Exchange Act, or otherwise, stabilization or manipulation of the price of any security of the Company

to facilitate the sale or resale of the Units.

3.14. Existing Lock-Up

Agreement. The Company will use its reasonable best efforts to enforce all existing agreements between the Company and any of

its security holders that prohibit the sale, transfer, assignment, pledge or hypothecation of any of the Securities in connection with

the Offering. In addition, the Company will direct the Company’s transfer agent to place stop transfer restrictions upon any such

Securities of the Company that are bound by such existing “lock-up” agreements for the duration of the periods contemplated

in such agreements.

3.15. Internal Controls.

The Company will maintain a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are

executed in accordance with management’s general or specific authorization, (ii) transactions are recorded as necessary in order

to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, (iii) access to assets

is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets

is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

3.16. Accounting Firm.

Until the earlier of the consummation of the Company’s initial Business Combination or until such earlier time upon which the Company

is required to be liquidated, the Company shall retain CBIZ or another independent registered public accounting firm.

3.17. Form 8-K.

The Company shall, on or prior to the date hereof, retain its independent registered public accounting firm to audit the balance sheet

of the Company as of the Closing Date (“Audited Financial Statements”) reflecting the receipt by the Company of the

proceeds of the Offering and the Private Placement. Within four (4) Business Days after the Closing Date, the Company shall file a Current

Report on Form 8-K with the Commission, which Report shall contain the Company’s Audited Financial Statements. Promptly after the

Option Closing Date, if the Over-allotment Option is exercised after the Closing Date and to the extent not reflected in the Current Report

on Form 8-K referenced in the immediately preceding sentence, the Company shall file with the Commission a Current Report on Form 8-K

or an amendment to the Form 8-K to provide updated financial information to reflect the exercise of such option.

3.18. Corporate Proceedings.

All corporate proceedings and other legal matters necessary to carry out the provisions of this Agreement and the transactions contemplated

hereby shall have been effected, except where the failure to do so would not have a Material Adverse Effect.

3.19. Investment Company.

The Company shall cause the proceeds of the Offering to be held in the Trust Account to be invested only as provided for in the Trust

Agreement and disclosed in the Prospectus. The Company will conduct its business in a manner so that it will not become subject to the

Investment Company Act. Furthermore, once the Company consummates a Business Combination, it shall be engaged in a business other than

that of investing, reinvesting, owning, holding or trading securities.

3.20. Amendments to

Charter Documents. The Company covenants and agrees, that prior to its initial Business Combination, it will not seek to amend

or modify its Charter Documents, except in accordance with the procedures set forth therein.

3.21. Press Releases.

The Company agrees that it will not issue press releases or engage in any other publicity relating to the Offering or which includes the

name of any Underwriter, without the Representative’s prior written consent (not to be unreasonably withheld), for a period of twenty-five

(25) days after the Closing Date. Notwithstanding the foregoing, in no event shall the Company be prohibited from issuing any press releases

or engaging in any other publicity required by law, except that including the name of any Underwriter therein shall require the prior

written consent of such Underwriter.

3.22. Insurance.

Until the earlier of the consummation of the Company’s initial Business Combination or until such earlier time upon which the Company

is required to be liquidated, the Company will maintain directors’ and officers’ insurance (including, without limitation,

insurance covering the Company, its directors and officers for liabilities or losses arising in connection with the Offering, including,

without limitation, liabilities or losses arising under the Act, the Exchange Act, the Regulations and any applicable foreign securities

laws).

3.23. Electronic Prospectus.

The Company shall cause to be prepared and delivered to the Underwriters, at the Company’s expense, promptly, but in no event later

than two (2) Business Days from the effective date of this Agreement, an Electronic Prospectus to be used by the Underwriters in connection

with the Offering. As used herein, the term “Electronic Prospectus” means a form of prospectus, and any amendment or

supplement thereto, that meets each of the following conditions: (i) it shall be encoded in an electronic format, satisfactory to the

Representative, that may be transmitted electronically by the Underwriters to offerees and purchasers of the Units for at least the period

during which a prospectus relating to the Units is required to be delivered under the Act; (ii) it shall disclose the same information

as the paper prospectus and prospectus filed pursuant to EDGAR, except to the extent that graphic and image material cannot be disseminated

electronically, in which case such graphic and image material shall be replaced in the electronic prospectus with a fair and accurate

narrative description or tabular representation of such material, as appropriate; and (iii) it shall be in or convertible into a paper

format or an electronic format, satisfactory to the Representative, that will allow recipients thereof to store and have continuously

ready access to the prospectus at any future time, without charge to such recipients (other than any fee charged for subscription to the

Internet as a whole and for on-line time).

3.24. Private Placement

Proceeds. On or prior to the Closing Date, the Company shall have caused the applicable proceeds from the Private Placement to

be deposited in the Trust Account pursuant to the terms of the Units Purchase Agreement.

3.25. Future Financings.

The Company agrees that neither it, nor any successor or subsidiary of the Company, will consummate any public or private equity or debt

financing prior to the consummation of a Business Combination, unless all investors in such financing expressly waive, in writing, any

rights in or claims against the Trust Account.

3.26. Amendments to

Certain Agreements. The Company shall not amend, modify or otherwise change the Insider Letter and the Trust Agreement without

the prior written consent of the Representative, which such consent shall not be unreasonably delayed, conditioned or withheld by the

Representative. The Trust Agreement shall provide that Equiniti is required to obtain a joint written instruction signed by both the Company

and the Representative with respect to the transfer of the funds held in the Trust Account from the Trust Account, prior to commencing

any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision

of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative.

3.27. Maintenance of

Listing on Nasdaq. Until the consummation of a Business Combination, the Company will use its commercially reasonable efforts

to maintain the listing of the Public Securities on Nasdaq or a national securities exchange acceptable to the Representative.

3.28. Reservation of

Shares. The Company will reserve and keep available that maximum number of its authorized but unissued securities which are issuable

(i) pursuant to the Warrants, the Rights and the Placement Securities (as well as any other rights that may be issued and covered by the

Vstock Agreements) and (ii) upon conversion of the Initial Shares.

3.29. Notice of Disqualification

Events. The Company will notify the Underwriters in writing, prior to the Closing Date, of (i) any Disqualification Event relating

to any Company Covered Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any

Company Covered Person.

3.30. Disqualification

of S-1. Until the earlier of seven (7) years from the date hereof or until the Warrants have either expired and are no longer

exercisable or have all been exercised or redeemed or the Company has earlier liquidated and dissolved, the Company will not take any

action or actions that would be reasonably be expected to prevent or disqualify the Company’s use of Form S-1 (or other appropriate

form) for the registration of the Ordinary Shares issuable upon exercise of the Warrants under the Act.

3.31. Business Combination

Securities Disclosure Documents. If any Underwriter that performs any marketing, capital markets advisory or securities placement

activities in connection with a Business Combination at the request of the Company pursuant to a separate agreement between such Underwriter

and the Company (such Underwriter, a “Business Combination Advisor”) may be deemed, in its sole judgment, to be an

underwriter of any securities issued pursuant to any registration statement or tender offer document filed with the Commission in connection

with the consummation of the Business Combination by the Company, a Target Business or any direct or indirect parent or subsidiary of

any of them (any such issuer or co-issuer, a “Registrant,” and any such securities, the “Business Combination

Securities”), the Company shall use its commercially reasonable efforts to provide or cause to be provided to such Business

Combination Advisor information and access to all persons, properties and documents to the extent necessary for such Business Combination

Advisor to complete a due diligence investigation sufficient (in the view of such Business Combination Advisor in its sole discretion)

to provide such Business Combination Advisor with a “reasonable due diligence” defense in respect of any claims that could

be brought against an underwriter of the applicable Business Combination Securities under federal and state securities laws, rules and

regulations, including, without limitation, Section 11 of the Act. As used herein, the term “reasonable due diligence”

means a reasonable investigation that provides the investigating person a reasonable ground to believe that at the time of the applicable

offer, issuance or distribution of any Business Combination Securities, no registration statement, preliminary or final prospectus, proxy

statement, tender offer document or offering memorandum, including, without limitation, any document incorporated by reference into any

of the foregoing, or any amendment or supplement to any of the foregoing, or any other marketing document used by any Registrant, filed

with or furnished by the Company to the Commission in connection with the Business Combination but excluding any filing under Rule 425

of the Act or Rule 14a-12 of the Exchange Act (each, a “Business Combination Securities Disclosure Document”), in each

case relating to such offer, issuance or distribution, contained an untrue statement of a material fact or omitted to state a material

fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were

made, not misleading. The Company agrees to use its commercially reasonable efforts to provide to such Business Combination Advisor notice

of each filing under Rule 425 of the Act or Rule 14a-12 of the Exchange Act and each other form of public communication about the Business

Combination reasonably in advance of such filing or public communication. The Company further covenants that it will use its reasonable

best efforts to ensure that any projections provided to such Business Combination Advisor by any Registrant or prepared by any Registrant

or any representative of such Registrant (a “Registrant Representative”) and contained in any Business Combination

Securities Disclosure Document, in each case, at the time they were prepared, will have been prepared in good faith and will be based

upon assumptions which, in light of the circumstances under which they are made, are reasonable.

3.32. Obligations in

Connection with Business Combination. If requested in writing by a Business Combination Advisor, if it may be deemed, in its sole

judgment, to be an underwriter of any Business Combination Securities, the following shall apply:

3.32.1. Prior to entering

into any definitive agreement with respect to the Business Combination (or amendment thereto) and until such time as such Business Combination

is consummated:

(a) The Company agrees to

notify such Business Combination Advisor with respect to, and to permit such Business Combination Advisor, at its request, to participate

in, all diligence sessions with any Registrant or any Registrant Representative and all drafting sessions in respect of any Business Combination

Securities Disclosure Document.

(b) The Company shall provide

drafts of all Business Combination Securities Disclosure Documents to such Business Combination Advisor and its legal counsel reasonably

in advance of the filing by the Company (or, if such filing is to be made by a Registrant other than the Company, any filing which is

required to be approved by the Company) of any Business Combination Securities Disclosure Document with the Commission or the circulation

by any Registrant of any Business Combination Securities Disclosure Document to any prospective investor, sufficient to allow such Business

Combination Advisor and its legal counsel to request changes determined by them to be reasonably necessary to such Business Combination

Securities Disclosure Document before its filing or circulation. The Company shall not permit the filing with or furnishing to the Commission

of any Business Combination Securities Disclosure Document without the consent of such Business Combination Advisor, which consent shall

not unreasonably be withheld, delayed or conditioned.

3.32.2. Notwithstanding any

provision to the contrary herein, the Company agrees that such Business Combination Advisor shall have the right, in connection with its

reasonable due diligence under Section 3.32, (i) to retain counsel and other consultants and experts as it may deem necessary or

desirable in connection with its reasonable due diligence under Section 3.32.1 (it being understood that the retention of any such

consultant or expert or other advisor, other than outside legal counsel, will be made with the prior written approval of the Company,

which approval will not be unreasonably withheld, conditioned or delayed); (ii) to use its commercially reasonable efforts to ensure that

each counsel to the Company and to any other Registrant provides customary legal opinions and negative assurance letters to such Business

Combination Advisor dated as of (x) the date of effectiveness of the Business Combination Securities Disclosure Document, and (y) the

date of the shareholder vote to approve the Business Combination, in form and substance reasonably satisfactory to such Business Combination

Advisor, (iii) to use its commercially reasonable efforts to ensure that each accounting firm or firms that were retained by the Company

or by any other Registrant and that have audited any financial statements set forth in any Business Combination Securities Disclosure

Document provide customary “comfort letters” to such Business Combination Advisor dated as of (x) the date of effectiveness

of the Business Combination Securities Disclosure Document, and (y) the date of the shareholder vote to approve the Business Combination;

and (iv) to take and shall use its reasonable best efforts to take any other actions reasonably requested by such Business Combination

Advisor.

3.32.3. In connection with

the Business Combination, to the extent the Company retains an unaffiliated party (the “Fairness Opinion Provider”)

to prepare a report and provide an opinion (the “Fairness Opinion”) concerning the fairness, from a financial point

of view, of the Business Combination to the Company and its unaffiliated shareholders, the Company shall, pursuant to, and in accordance

with, applicable law, disclose in reasonable detail in a Business Combination Securities Disclosure Document the results of that report

and, as necessary or appropriate, a copy of that report. Each Registrant shall provide the Fairness Opinion Provider with all information

and access to persons and documents that the Fairness Opinion Provider deems reasonably necessary and appropriate in connection with the

preparation of its Fairness Opinion.

3.32.4. Prior to the consummation

of the Business Combination, the Company shall include in the definitive agreement for the Business Combination (i) a covenant for the

assignment and assumption, by the public entity resulting from the initial Business Combination, of all of the Company’s obligations

hereunder and (ii) that such Business Combination Advisor may rely on the representations and warranties contained therein as if it were

a party thereto. The Company shall use its commercially reasonable efforts to ensure that each Target Business in the Business Combination

agrees to deliver to such Business Combination Advisor a certificate of an officer of such Target Business stating that to such officer’s

knowledge the representations and warranties made by the Target Business in the definitive agreement for the Business Combination are

true and correct as of the date of such certificate, subject to (i) a customary materiality standard, (ii) any applicable carve-out with

reference to disclosure included in the Business Combination Securities Disclosure Document and (iii) required adjustments for such representations

and warranties that speak as of a specific date. In addition, in connection with the Business Combination, the Company will, and will

use its reasonable best efforts to cause each Registrant to, comply in all material respects with (i) the obligations and covenants of

the Company which relate to the period following the consummation of the Business Combination set forth in Sections 3 and 5

of this Agreement and (ii) all laws, rules and regulations applicable either to the Registrant and its business activities or to the Business

Combination, as such laws, rules and regulations may be in effect at the time of the consummation of the Business Combination.

3.32.5. Nothing herein shall

be deemed to require the Underwriters to limit their rights to compensation or to reimbursement of expenses without their express agreement

or otherwise to assume any liability other than as may be expressly required under the Act.

3.32.6. The Company acknowledges

and agrees that nothing in this Section 3.32 shall be interpreted to obligate the Underwriters to take any action, including by

serving as a Business Combination Advisor, or to refrain from taking any action, in connection with the Business Combination and any such

actions will be undertaken by each Underwriter, in respect of itself, in its sole discretion.

4. Conditions of Underwriters’ Obligations.

The obligations of the Underwriters

to purchase and pay for the Units, as provided herein, shall be subject to (i) the continuing accuracy of the representations and warranties

of the Company as of the date hereof and as of each of the Closing Date and the Option Closing Date, if any; (ii) the accuracy of the

statements of officers of the Company made pursuant to the provisions hereof; (iii) the performance by the Company of its obligations

hereunder; and (iv) the following conditions:

4.1. Regulatory Matters.

4.1.1. Effectiveness of Registration

Statement. The Registration Statement shall have become effective not later than 4:30 p.m., New York time, on the date of this Agreement

or such later date and time as shall be consented to in writing by the Representative, and, at each of the Closing Date and each Option

Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for the

purpose shall have been instituted or shall be pending or contemplated by the Commission and any request on the part of the Commission

for additional information shall have been complied with to the reasonable satisfaction of the Representative.

4.1.2. FINRA Clearance.

By the Effective Date, the Underwriters shall have received a letter of no objections from FINRA as to the terms and arrangement and amount

of compensation allowable or payable to the Underwriters as described in the Registration Statement.

4.1.3 No Blue Sky Stop Orders.

No order suspending the sale of the Units in any jurisdiction designated by the Underwriters pursuant to Section 3.5 hereof shall

have been issued on each of the Closing Date or any Option Closing Date, and no proceedings for that purpose shall have been instituted

or, to the Company’s knowledge, shall be contemplated.

4.1.4 No Commission Stop

Order. At the Closing Date and each Option Closing Date, the Commission has not issued any order or threatened to issue any order

preventing or suspending the use of any Preliminary Prospectus, the Prospectus or any part thereof, and has not instituted or, to the

Company’s knowledge, assuming reasonable inquiry, threatened to institute any proceedings with respect to such an order.

4.1.5 Approval of Listing

on Nasdaq. The Public Securities shall have been approved for listing on the Nasdaq Capital Market, subject to official notice of

issuance and evidence of satisfactory distribution, satisfactory evidence of which shall have been provided to the Representative.

4.2. Company Counsel Matters.

4.2.1. Closing Date and Option

Closing Date Opinions of Counsels. On the Closing Date and each Option Closing Date, if any, the Representative shall have received

(i) the favorable opinions and negative assurance statements of Sichenzia Ross Ference Carmel LLP and (ii) the favorable opinions of Carey

Olsen, in each case, dated the Closing Date or each Option Closing Date, as the case may be, addressed to the Representative as representative

for the several Underwriters, and in substantially the form agreed to by the parties. On the Closing Date and each Option Closing Date,

the Representative shall have received the favorable opinion and negative assurance statement of DLA Piper, dated the Closing Date, addressed

to the Representative as representative for the several Underwriters.

4.2.2. Reliance. In rendering

such opinions, such counsels may rely as to matters of fact, to the extent they deem proper, on certificates or other written statements

of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence

or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Representative’s

counsel if requested.

4.3. Comfort Letters.

At the time this Agreement is executed, and at the Closing Date and Option Closing Date, if any, the Representative shall have received

a letter, addressed to the Representative as representative for the several Underwriters and in form and substance satisfactory in all

respects (including the non-material nature of the changes or decreases, if any, referred to in Section 4.3.3 below) to the Representative,

from CBIZ dated, respectively, as of the date of this Agreement and as of the Closing Date and Option Closing Date, if any:

4.3.1. Confirming that they

are an independent registered public accounting firm with respect to the Company within the meaning of the Act and the applicable Regulations

and that they have not, during the periods covered by the financial statements included in the Registration Statement, Preliminary Prospectus,

the Sale Preliminary Prospectus and the Prospectus, provided to the Company any non-audit services, as such term is used in Section 10A(g)

of the Exchange Act;

4.3.2. Stating that in their

opinion the financial statements of the Company included in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus

comply as to form in all material respects with the applicable accounting requirements of the Act and the published Regulations thereunder;

4.3.3. Stating that, on the

basis of their review, which included a reading of the latest available unaudited interim financial statements of the Company (with an

indication of the date of the latest available unaudited interim financial statements), a reading of the latest available minutes of the

shareholders and Board of Directors and the various committees of the Board of Directors, consultations with officers and other employees

of the Company responsible for financial and accounting matters and other specified procedures and inquiries, nothing has come to their

attention that would lead them to believe that (a) the unaudited financial statements of the Company included in the Registration Statement,

the Sale Preliminary Prospectus and the Prospectus do not comply as to form in all material respects with the applicable accounting requirements

of the Act and the Regulations or are not fairly presented in conformity with GAAP applied on a basis substantially consistent with that

of the audited financial statements of the Company included in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus;

or (b) at a date not later than five (5) days prior to the Effective Date, Closing Date or Option Closing Date, as the case may be, there

was any change in the share capital or long-term debt of the Company, or any decrease in the shareholders’ equity of the Company

as compared with amounts shown in the most recent balance sheet included in the Registration Statement, the Sale Preliminary Prospectus

and the Prospectus, other than as set forth in or contemplated by the Registration Statement, the Sale Preliminary Prospectus and the

Prospectus or, if there was any decrease, setting forth the amount of such decrease; and (c) during the period from the most recent balance

sheet included in the Registration Statement to a specified date not later than five (5) days prior to the Effective Date, Closing Date

or any Option Closing Date, as the case may be, there was any decrease in revenues, net earnings or net earnings per Ordinary Share, in

each case as compared with the corresponding period in the preceding year and as compared with the corresponding period in the preceding

quarter, other than as set forth in or contemplated by the Registration Statement the Sale Preliminary Prospectus and the Prospectus,

or, if there was any such decrease, setting forth the amount of such decrease;

4.3.4. Stating that they have

compared specific dollar amounts, numbers of shares, percentages of revenues and earnings, statements and other financial information

pertaining to the Company set forth in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus in each case to

the extent that such amounts, numbers, percentages, statements and information may be derived from the general accounting records, including

work sheets, of the Company and excluding any questions requiring an interpretation by legal counsel, with the results obtained from the

application of specified readings, inquiries and other appropriate procedures (which procedures do not constitute an examination in accordance

with generally accepted auditing standards) set forth in the letter and found them to be in agreement;

4.3.5. Stating that they have

not, since the Company’s incorporation, brought to the attention of the Company’s management any reportable condition related

to internal structure, design or operation as defined in the Statement on Auditing Standards No. 60 “Communication of Internal Control

Structure Related Matters Noted in an Audit,” in the Company’s internal controls; and

4.3.6. Statements as to such

other matters incident to the transaction contemplated hereby as the Representative or DLA Piper may reasonably request, including (i)

that CBIZ is registered with the PCAOB; (ii) that CBIZ has sufficient assets and insurance to pay for any liability incurred by it relating

to providing the letter; and (iii) that CBIZ is not insolvent.

4.4. Officers’ Certificates.

4.4.1. Officers’ Certificate.

At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed

by the Chairman of the Board or the Chief Executive Officer and the Secretary or Assistant Secretary of the Company, or any similar or

equivalent officer of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be,

respectively, to the effect that the Company has performed in all material respects all covenants and complied with all conditions required

by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as

the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date and that, as of Closing

Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2

hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the

Company (in their capacities as such) as the Representative may reasonably request.

4.4.2. Secretary’s

Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate

of the Company signed by the Secretary or Assistant Secretary of the Company, or any similar or equivalent officer of the Company, dated

the Closing Date or the Option Closing Date, as the case may be, respectively, certifying (i) that the Charter Documents are true and

complete, have not been modified and are in full force and effect; (ii) that the resolutions of the Company’s Board of Directors

relating to the public offering contemplated by this Agreement are in full force and effect and have not been modified; (iii) as to the

accuracy and completeness of all correspondence between the Company or its counsel and the Commission; (iv) as to the accuracy and completeness

of all correspondence between the Company or its counsel and Nasdaq; and (v) as to the incumbency of the officers of the Company. The

documents referred to in such certificate shall be attached to such certificate.

4.5 No Material Changes.

Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or

development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise,

of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus; (ii) no

action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by

any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding

may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the

Registration Statement and the Prospectus; (iii) no stop order shall have been issued under the Act and no proceedings therefor shall

have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission; and (iv) the Registration

Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements

which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the

requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus

nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required

to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

4.6. Delivery of Agreements.

On the Effective Date, the Company shall have delivered to the Representative executed copies of the Transaction Documents.

4.7. Private Placement.

On the Closing Date and the Option Closing Date, if any, the Private Placement shall have been completed in accordance with Section

3.24 and the required proceeds of the Private Placement shall have been wired into the Trust Account one Business Day prior to the

Closing Date or Option Closing Date, if any.

4.8. Good Standing.

The Representative shall have received on and as of (i) the Effective Date, and (ii) the Closing Date or the Option Closing Date, as the

case may be, satisfactory evidence of the good standing of the Company in its jurisdiction of organization in writing or any standard

form of telecommunication from the appropriate governmental authorities of such jurisdiction.

4.9. Trust Waiver.

On and as of the Effective Date, the Company shall have received waivers from all vendors and service providers to all claims on amounts

in the Trust Account which are to be distributed to the Company’s shareholders in accordance with the terms of the Trust Agreement,

except for CBIZ.

5. Indemnification.

5.1. Indemnification

of the Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective partners,

members, directors, officers, employees and agents, and each person, if any, who controls each Underwriter or any affiliate within the

meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Indemnified Person”) as follows:

(a) against any and all loss,

liability, claim, damage and expense whatsoever, as reasonably incurred, joint or several, arising out of or based upon any untrue statement

or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omission or

alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading,

or arising out of any untrue statement or alleged untrue statement of a material fact included in any Preliminary Prospectus, the Sale

Preliminary Prospectus, any Testing-the-Waters Communication or the Prospectus or, in the event a Business Combination Advisor, in its

sole judgment, may be deemed to be an underwriter of any Business Combination Securities, any Business Combination Securities Disclosure

Document (or any amendment or supplement to the foregoing), or the omission or alleged omission therefrom of a material fact necessary

in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(b) against any and all loss,

liability, claim, damage and expense whatsoever, as reasonably incurred, joint or several, to the extent of the aggregate amount paid

in settlement of any litigation, or any investigation or proceeding by any governmental authority, commenced or threatened, or of any

claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject

to Section 5.4) any such settlement is effected with the written consent of the Company, which consent shall not unreasonably be

delayed, conditioned or withheld;

actions, suits, proceedings, damages, liabilities and expenses reasonably incurred by any of them (including the reasonable fees and expenses

of counsel), as incurred, that are related to or arise out of any business combination marketing or capital markets advisory activities

by any Underwriter on the Company’s behalf in connection with a Business Combination, provided that the Company will not, however,

be responsible to an Indemnified Person for any portion of any such claim, action, suit, proceeding, damage, liability or expense that

is finally judicially determined by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly

from the bad faith or gross negligence of the Indemnified Person seeking such indemnification; and

(d) against any and all expense

whatsoever (including the fees and disbursements of counsel), as reasonably incurred in investigating, preparing, pursuing or defending

against any litigation, or any investigation or proceeding by any governmental authority, whether or not pending, commenced or threatened,

or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission (whether or

not a party), to the extent that any such expense is not paid under (a), (b) or (c) above;

provided, however, that the foregoing agreement

shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged

untrue statement or omission made solely in reliance upon and in conformity with the Underwriters’ Information (and, in connection

with any Business Combination, similar information provided by or on behalf of the Business Combination Advisors expressly for use in

any Business Combination Securities Disclosure Document).

5.2. Indemnification

of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors,

each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning

of Section 15 of the Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in

the indemnity contained in Section 5.1, as incurred, but only with respect to untrue statements or omissions, or alleged untrue

statements or omissions, made in the Registration Statement, any Preliminary Prospectus, the Sale Preliminary Prospectus, any Testing-the-Waters

Communication or the Prospectus (or any amendment or supplement to the foregoing), in reliance upon and in conformity with the Underwriters’

Information.

5.3 Notifications and

Other Indemnification Procedures.

5.3.1. Any party that proposes

to assert the right to be indemnified under this Section 5 will, promptly after receipt of notice of commencement of any action

against such party in respect of which a claim is to be made against an indemnifying party or parties under this Section 5.3, notify

each such indemnifying party of the commencement of such action, enclosing a copy of all papers served, but the omission so to notify

such indemnifying party will not relieve the indemnifying party from (i) any liability that it might have to any indemnified party otherwise

than under this Section 5 and (ii) any liability that it may have to any indemnified party under the foregoing provision of this

Section 5 unless, and only to the extent that, such omission results in the forfeiture of substantive rights or defenses by the

indemnifying party. If any such action is brought against any indemnified party and it notifies the indemnifying party of its commencement,

the indemnifying party will be entitled to participate in and, to the extent that it elects by delivering written notice to the indemnified

party promptly of receiving notice of the commencement of the action from the indemnified party, jointly with any other indemnifying party

similarly notified, to assume the defense of, the action, with counsel reasonably satisfactory to the indemnified party, and after notice

from the indemnifying party to the indemnified party of its election to assume the defense, the indemnifying party will not be liable

to the indemnified party for any other legal expenses except as provided below and except for the reasonable and documented out-of-pocket

costs of investigation subsequently incurred by the indemnified party in connection with the defense. The indemnified party will have

the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel will be at the expense

of such indemnified party unless (A) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying

party, (B) the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it

or other indemnified parties that are different from or in addition to those available to the indemnifying party, (C) a conflict or potential

conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party (in which

case the indemnifying party will not have the right to direct the defense of such action on behalf of the indemnified party), or (D) the

indemnifying party has not in fact employed counsel to assume the defense of such action or counsel reasonably satisfactory to the indemnified

party, in each case, within a reasonable time after receiving notice of the commencement of the action; in each of which cases the reasonable

fees, disbursements and other charges of counsel will be at the expense of the indemnifying party or parties. It is understood that the

indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable

for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction (plus

local counsel) at any one time for all such indemnified party or parties. All such fees, disbursements and other charges will be reimbursed

by the indemnifying party promptly as they are incurred. An indemnifying party will not, in any event, be liable for any settlement of

any action or claim effected without its written consent. No indemnifying party shall, without the prior written consent of each indemnified

party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating

to the matters contemplated by this Section 5 (whether or not any indemnified party is a party thereto), unless such settlement,

compromise or consent (x) includes an express and unconditional release of each indemnified party, in form and substance reasonably satisfactory

to such indemnified party, from all liability arising out of such litigation, investigation, proceeding or claim and (y) does not include

a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

5.4. Settlement Without

Consent if Failure to Reimburse. If an indemnified party shall have requested an indemnifying party to reimburse the indemnified

party for reasonable fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature

contemplated by Section 5.1(b) effected without its written consent if (i) such settlement is entered into more than forty-five

(45) days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of

the terms of such settlement at least thirty (30) days prior to such settlement being entered into and (iii) such indemnifying party shall

not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.

5.5. Contribution.

In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in the foregoing paragraphs

of Section 5.1 is applicable in accordance with its terms but for any reason is held to be unavailable or insufficient from the

Company or the Underwriters, the Company and the Underwriters will contribute to the total losses, claims, liabilities, expenses and damages

(including any investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any

action, suit or proceeding or any claim asserted) to which any indemnified party may be subject in such proportion as shall be appropriate

to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other hand. The relative benefits

received by the Company on the one hand and the Underwriters on the other hand shall be deemed to be in the same proportion as the total

net proceeds from the sale of the Public Securities (before deducting expenses) received by the Company bear to the total compensation

received by the Underwriters (before deducting expenses) from the sale of the Units on behalf of the Company. If, but only if, the allocation

provided by the foregoing sentence is not permitted by applicable law, the allocation of contribution shall be made in such proportion

as is appropriate to reflect not only the relative benefits referred to in the foregoing sentence but also the relative fault of the Company,

on the one hand, and the Underwriters, on the other hand, with respect to the statements or omissions that resulted in such loss, claim,

liability, expense or damage, or action in respect thereof, as well as any other relevant equitable considerations with respect to such

offering. Such relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement

of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or the Underwriters,

the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or

omission. The Company and the Underwriters agree that it would not be just and equitable if contributions pursuant to this Section

5.5 were to be determined by pro rata allocation or by any other method of allocation that does not take into account the equitable

considerations referred to herein. The amount paid or payable by an indemnified party as a result of the loss, claim, liability, expense

or damage, or action in respect thereof, referred to above in this Section 5.5 shall be deemed to include, for the purpose of this

Section 5.5, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending

any such action or claim to the extent consistent with Section 5.3. Notwithstanding the foregoing provisions of Section 5.1

and this Section 5.5, each Underwriter shall not be required to contribute any amount in excess of the commissions actually received

by it under this Agreement and no person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)

will be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section

5.5, any person who controls a party to this Agreement within the meaning of the Act, any affiliates of the respective Underwriters

and any officers, directors, partners, employees or agents of the Underwriters or their respective affiliates, will have the same rights

to contribution as that party, and each director of the Company and each officer of the Company who signed the Registration Statement

will have the same rights to contribution as the Company, subject in each case to the provisions hereof. Any party entitled to contribution,

promptly after receipt of notice of commencement of any action against such party in respect of which a claim for contribution may be

made under this Section 5.5, will notify any such party or parties from whom contribution may be sought, but the omission to so

notify will not relieve that party or parties from whom contribution may be sought from any other obligation it or they may have under

this Section 5.5 except to the extent that the failure to so notify such other party materially prejudiced the substantive rights

or defenses of the party from whom contribution is sought. Except for a settlement entered into pursuant to the last sentence of Section

5.3, no party will be liable for contribution with respect to any action or claim settled without its written consent if such consent

is required pursuant to Section 5.3.

6. Default by an Underwriter.

6.1. Default Not Exceeding

10% of Firm Units. If any Underwriter or Underwriters shall default in its or their obligations to purchase the Firm Units and

if the number of the Firm Units with respect to which such default relates does not exceed in the aggregate 10% of the number of Firm

Units that all Underwriters have agreed to purchase hereunder, then such Firm Units to which the default relates shall be purchased by

the non-defaulting Underwriters in proportion to their respective commitments hereunder.

6.2. Default Exceeding

10% of Firm Units. In the event that the default addressed in Section 6.1 above relates to more than 10% of the Firm Units,

the Representative may, in its discretion, arrange for it or for another party or parties satisfactory to the Company to purchase such

Firm Units to which such default relates on the terms contained herein. If within one (1) Business Day after such default relating to

more than 10% of the Firm Units the Representative does not arrange for the purchase of such Firm Units, then the Company shall be entitled

to a further period of one (1) Business Day within which to procure another party or parties satisfactory to the Representative to purchase

said Firm Units on such terms. In the event that neither the Representative nor the Company arrange for the purchase of the Firm Units

to which a default relates as provided in this Section 6, this Agreement may be terminated by the Representative or the Company

without liability on the part of the Company (except as provided in Sections 3.9, 5, and 9.3 hereof) or the several

Underwriters (except as provided in Section 5 hereof); provided that nothing herein shall relieve a defaulting Underwriter of its

liability, if any, to the other several Underwriters and to the Company for damages occasioned by its default hereunder.

6.3. Postponement of

Closing Date. In the event that the Firm Units to which the default relates are to be purchased by the non-defaulting Underwriters,

or are to be purchased by another party or parties as aforesaid, the Representative or the Company shall have the right to postpone the

Closing Date for a reasonable period, but not in any event exceeding five (5) Business Days, in order to effect whatever changes may thereby

be made necessary in the Registration Statement and/or the Prospectus, as the case may be, or in any other documents and arrangements,

and the Company agrees to file promptly any amendment to, or to supplement, the Registration Statement and/or the Prospectus, as the case

may be, that in the reasonable opinion of counsel for the Underwriters may thereby be made necessary. The term “Underwriter”

as used in this Agreement shall include any party substituted under this Section 6 with like effect as if it had originally been

a party to this Agreement with respect to such securities.

7. Additional Covenants.

7.1. Additional Shares

or Options. The Company hereby agrees that, until the consummation of a Business Combination, it shall not issue any Ordinary

Shares or any options or other securities convertible into Ordinary Shares, or any preferred shares or other securities of the Company

that participate in any manner in the Trust Account or that vote as a class with the Ordinary Shares on a Business Combination.

7.2 Trust Account Waiver

Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts prior to commencing its due diligence

investigation of any prospective Target Business or prior to obtaining the services of any vendor to have such Target Business and/or

vendor, as applicable, acknowledge in writing whether through a letter of intent, memorandum of understanding or other similar document

(and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that: (a) it has read the Prospectus

and understands that the Company has established the Trust Account, initially in an amount of $100,000,000 (without giving effect to any

exercise of the Over-allotment Option) for the benefit of the Public Shareholders and that, except for a portion of the interest earned

on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only (i) to the Public Shareholders in

the event they elect to redeem Public Shares in connection with the consummation of a Business Combination, (ii) to the Public Shareholders

in the event they elect to redeem Public Shares in connection with a shareholder vote to amend the Charter Documents to modify the substance

and timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete its initial Business

Combination within the completion window, (iii) to the Public Shareholders if the Company fails to consummate a Business Combination within

the time period set forth in the Charter Documents, or (iv) to the Company after or concurrently with the consummation of a Business Combination;

and (b) for and in consideration of the Company (i) agreeing to evaluate such Target Business for purposes of consummating a Business

Combination with it or (ii) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that

it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (“Claim”)

and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company

and will not seek recourse against the Trust Account for any reason whatsoever. The Company may forego obtaining such waivers only if

the Company shall have received the approval of its Chief Executive Officer and the approving vote of at least a majority of its Board

of Directors.

7.3 Insider Letter.

The Company shall not take any action or omit to take any action which would cause a breach of the Insider Letter and will not allow any

amendments to, or waivers of, such Insider Letter without the prior written consent of the Representative, which consent shall not be

unreasonably delayed, conditioned or withheld by the Representative.

7.4 Rule 419.

The Company agrees that it will use its commercially reasonable efforts to prevent the Company from becoming subject to Rule 419 under

the Act prior to the consummation of any Business Combination, including but not limited to using its commercially reasonable efforts

to prevent any of the Company’s outstanding securities from being deemed to be a “penny stock” as defined in Rule 3a-51-1

under the Exchange Act during such period.

7.5 Tender Offer Documents,

Proxy Materials and Other Information. The Company shall provide to the Representative or their counsel (if so instructed by the

Representative) with ten (10) copies of all tender offer documents or proxy information and all related material filed with the Commission

in connection with a Business Combination concurrently with such filing with the Commission. Documents filed with the Commission pursuant

to its EDGAR system shall be deemed to have been provided to the Representative pursuant to this Section 7.5. In addition, the

Company shall furnish any other state in which its initial public offering was registered, such information as may be requested by such

state.

7.6 Emerging Growth

Company. The Company shall promptly notify the Representative if the Company ceases to be an Emerging Growth Company at any time

prior to the completion of the distribution of the Public Securities within the meaning of the Act.

7.7 Target Net Assets.

The Company agrees that, so long as the Company is listed on a national securities exchange, the Target Business that it acquires must

have a fair market value equal to at least 80% of the balance in the Trust Account at the time of signing the definitive agreement for

the Business Combination with such Target Business (excluding taxes payable). The fair market value of such business must be determined

by the Board of Directors of the Company based upon standards generally accepted by the financial community, such as actual and potential

sales, earnings, cash flow and book value. If the Board of Directors of the Company is not able to independently determine that the Target

Business meets such fair market value requirement, the Company will obtain an opinion from an independent investment banking firm or another

independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. The Company is not required

to obtain an opinion as to the fair market value if the Company’s Board of Directors independently determines that the Target Business

does have sufficient fair market value.

7.8 Representations

and Agreements to Survive Delivery. Except as the context otherwise requires, all representations, warranties and agreements contained

in this Agreement shall be deemed to be representations, warranties and agreements as of the Closing Date or the Option Closing Date,

if any, and such representations, warranties and agreements of the Underwriters and the Company, including the indemnity agreements contained

in Section 5 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of

the Underwriters, the Company or any controlling person, and shall survive termination of this Agreement or the issuance and/or delivery

of the Public Securities to the Underwriters until the earlier of the expiration of any applicable statute of limitations and the seventh

(7th) anniversary of the later of the Closing Date or the Option Closing Date, if any, at which time the representations, warranties and

agreements shall terminate and be of no further force and effect.

7.9 Lock-Up.

The Company will not, without the prior written consent of the Representative, (a) offer, pledge, sell, contract to sell, sell any option

or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise

transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable

or exchangeable for shares of capital stock of the Company; (b) file or caused to be filed any registration statement with the Commission

relating to the primary offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable

for shares of capital stock of the Company, in each case, issued after the completion of the Business Combination; (c) complete any offering

of debt securities of the Company, other than entering into a line of credit with a traditional bank or (d) enter into any swap or other

arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company,

whether any such transaction described in clause (a), (b), (c) or (d) above is to be settled by delivery of shares of capital stock of

the Company or such other securities, in cash or otherwise.

8. Effective Date of this Agreement and Termination.

8.1. Effective Date.

This Agreement shall become effective on the Effective Date at the time the Registration Statement is declared effective by the Commission.

8.2. Termination.

The Representative shall have the right to terminate this Agreement at any time prior to the Closing Date by notice given to the Company,

(i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s opinion will

in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on the New York Stock

Exchange (“NYSE”), the NYSE American, The Nasdaq Global Select Market, The Nasdaq Global Market, or The Nasdaq Capital

Market or quotation on the OTCBB shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum

ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA

or by order of the Commission or any other government authority having jurisdiction; or (iii) if the United States shall have become involved

in a new war or a significant increase in existing major hostilities; or (iv) if a banking moratorium has been declared by a New York

State or Federal authority; or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the

United States securities market; or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake,

theft, sabotage or other calamity (including, without limitation, a calamity relating to a public health matter or natural disaster) or

malicious act which, whether or not such loss shall have been insured, will, in the Representative’s opinion, make it inadvisable

to proceed with the delivery of the Units; or (vii) if the Company is in material breach of any of its representations, warranties or

covenants hereunder; or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in

the conditions of the Company, or such adverse material change in general market conditions, including without limitation, as a result

of terrorist activities or any other calamity (including, without limitation, a calamity relating to a public health matter or natural

disaster) or crisis either within or outside the United States after the date hereof, or a significant increase in any of the foregoing,

as in the Representative’s judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units

or to enforce contracts made by the Underwriters for the sale of the Public Securities.

8.3. Expenses.

In the event that this Agreement shall not be carried out for any reason other than solely because of the termination of this Agreement

pursuant to Section 6 hereof, within the time specified herein or any extensions thereof pursuant to the terms herein, (i) the

obligations of the Company to pay the out of pocket expenses related to the transactions contemplated herein shall be governed by Section

3.9 hereof and (ii) the Company shall reimburse the Representatives for any reasonable and documented out-of-pocket costs and expenses

incurred in connection with enforcing any provisions of this Agreement.

8.4. Indemnification.

Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether

or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way affected by such election or

termination or failure to carry out the terms of this Agreement or any part hereof.

8.5. Representations,

Warranties, Agreements to Survive. All representations, warranties and agreements contained in this Agreement or in certificates

of officers of the Company submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation

made by or on behalf of any Underwriter or its affiliates or selling agents, any person controlling any Underwriter, its officers or directors

or any person controlling the Company or (ii) delivery of and payment for the Public Securities, until the later of the expiration of

any applicable statute of limitations and the seventh (7th) anniversary of the later of the Closing Date or the Option Closing Date, if

any, at which time the representations, warranties and agreements shall terminate and be of no further force and effect.

9. General Provisions.

9.1. Notices.

All communications hereunder, except as herein otherwise specifically provided, shall be in writing and shall be mailed (registered or

certified mail, return receipt requested), personally delivered or sent by facsimile or electronic transmission and confirmed and shall

be deemed given when so delivered or emailed and confirmed (which may be by email) or if mailed, two (2) days after such mailing.

If to the Representative:

D. Boral Capital LLC

590 Madison Avenue, 39th Floor

New York, NY 10022

USA

Attention: David W. Boral

E-Mail: dbccapitalmarkets@dboral.com

with a copy (which shall not constitute notice)

to:

Jeffrey C. Selman, Esq.

Elena Nrtina, Esq.

DLA Piper LLP (US)

555 Mission Street

Suite 2400

San Francisco, CA 94105-2933

Email: Jeffrey.Selman@us.dlapiper.com; Elena.Nrtina@us.dlapiper.com

Tel: (415) 615 6095

If to the Company:

NorthStrive Acquisition Corp I.

120 Newport Center Drive

Newport Beach, CA 92660 Attention: Michel Tamer

Tel: (888) 445-4886

E-Mail: tamer.m@northstrive.com

with copies (which shall not constitute notice)

to:

Scot Foley, Esq.

Lony Kensington, Esq.

1185 Avenue of the Americas

26th Floor

New York, NY 10036 Email: sfoley@srfc.law; lkensington@srfc.law

Tel: (212) 930-9700

9.2. Headings.

The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning

or interpretation of any of the terms or provisions of this Agreement.

9.3. Amendment.

This Agreement may only be amended by a written instrument executed by each of the parties hereto.

9.4. Entire Agreement.

This Agreement (together with the other agreements and documents being delivered pursuant to or in connection with this Agreement) constitutes

the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and supersedes all prior agreements

and understandings of the parties, oral and written, with respect to the subject matter hereof.

9.5. Binding Effect.

This Agreement shall inure solely to the benefit of and shall be binding upon the Representative, the Underwriters, the Company and the

controlling persons, directors, agents, partners, members, employees and officers referred to in Section 5 hereof, and their respective

successors, legal representatives and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy

or claim under or in respect of or by virtue of this Agreement or any provisions herein contained. The term “successors and assigns”

shall not include a purchaser, in its capacity as such, of securities from any of the Underwriters.

9.6. Waiver of Immunity.

To the extent that the Company may be entitled in any jurisdiction in which judicial proceedings may at any time be commenced hereunder,

to claim for itself or its revenues or assets any immunity, including sovereign immunity, from suit, jurisdiction, attachment in aid of

execution of a judgment or prior to a judgment, execution of a judgment or any other legal process with respect to its obligations hereunder

and to the extent that in any such jurisdiction there may be attributed to the Company such an immunity (whether or not claimed), the

Company hereby irrevocably agrees not to claim and irrevocably waives such immunity to the maximum extent permitted by law.

9.7. Submission to Jurisdiction.

Each of the Company and the Representative irrevocably submits to the non-exclusive jurisdiction of any New York State or United States

Federal court sitting in the City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to

this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering of the Securities. Each

of the Company and the Representative irrevocably waives, to the fullest extent permitted by law, any objection that they may now or hereafter

have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or

proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company

or the Representative may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage

prepaid, addressed to it at the address set forth in Section 9.1 hereof. Such mailing shall be deemed personal service and shall

be legal and binding upon the Company or the Representative in any action, proceeding or claim. Each of the Company and the Representative

waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto.

Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company

agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action

or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or proceeding.

EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL

PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

9.8. Governing Law.

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect

to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.

9.9. WAIVER OF TRIAL

BY JURY. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its shareholders and affiliates)

and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial

by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

9.10. Execution in Counterparts;

Electronic Signatures. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate

counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement,

and shall become effective when one or more counterparts has been signed by each of the parties hereto and delivered to each of the other

parties hereto. Delivery of a signed counterpart of this Agreement by facsimile, electronic mail (including pdf or any electronic signature

complying with U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission method

and any counterpart so delivered will be deemed to have been duly and validly delivered and valid and effective for all purposes.

9.11. Waiver.

The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed

to be a waiver of any such provision, nor to in any way affect the validity of this Agreement or any provision hereof or the right of

any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or

non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the

party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment

shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.

9.12. No Fiduciary Relationship.

The Company acknowledges and agrees that (i) the purchase and sale of the Units pursuant to this Agreement is an arm’s-length commercial

transaction pursuant to a contractual relationship between the Company and the Underwriters; (ii) in connection therewith and with the

process leading to such transaction, each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company; (iii)

the Underwriters have not assumed an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated

hereby or the process leading thereto (irrespective of whether the Underwriters have advised or are currently advising the Company on

other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement; (iv) in no event do

the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors

or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the Offering,

either before or after the date hereof; and (v) the Company has consulted its own legal and financial advisors to the extent it deemed

appropriate. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with

the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding

and agreement to that effect. The Company agrees that it will not claim that the Underwriters have rendered advisory services of any nature

or respect, or owe a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. The

Company and the Underwriters agree that they are each responsible for making their own independent judgment with respect to any such transactions,

and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including but not limited to

any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations

to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against

the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions

contemplated by this Agreement or any matters leading up to such transactions.

9.13. Recognition of

the U.S. Special Resolution Regimes. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject

to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Agreement, and any

interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the

U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States

or a state of the United States.

In the event that any Underwriter

that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special

Resolution Regime, Default Rights (as defined below) under this Agreement that may be exercised against such Underwriter are permitted

to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement

were governed by the laws of the United States or a state of the United States.

For purposes of this Agreement,

(a) “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in

accordance with, 12 U.S.C. Sec. 1841(k); (b) “Covered Entity” means any of the following: (i) a “covered entity”

as that term is defined in, and interpreted in accordance with, 12 C.F.R. Sec. 252.82(b); (ii) a “covered bank” as that term

is defined in, and interpreted in accordance with, 12 C.F.R. Sec. 47.3(b); or (iii) a “covered FSI” as that term is defined

in, and interpreted in accordance with, 12 C.F.R. Sec. 382.2(b); (c) “Default Right” has the meaning assigned to that

term in, and shall be interpreted in accordance with, 12 C.F.R. Sec. 252.81, 47.2 or 382.1, as applicable; and (d) “U.S. Special

Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title

II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

[Signature page follows]

If the foregoing

correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that

purpose, whereupon this letter shall constitute a binding agreement between us as of the date first above written.

Very truly yours,

NORTHSTRIVE ACQUISITION CORP I.

By:

/s/ Michel Tamer

Name:

Michel Tamer

Title:

Chief Executive Officer

Confirmed as

of the date first written above on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto:

D. BORAL CAPITAL LLC

By:

/s/ Gaurav Verma

Name:

Gaurav Verma

Title:

Co-Head of Investment Banking

SCHEDULE 1

Underwriter

Total

Number of

Firm Units to

be Purchased

D. Boral Capital LLC

9,900,000

Bancroft Capital, LLC

50,000

Dominari Securities LLC

50,000

TOTAL

10,000,000

SCHEDULE 2

Testing-the-Water Communication

Investor Presentation dated August 2026.

EX-3.1 — AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

EX-3.1

Filename: ea030282701ex3-1.htm · Sequence: 3

Exhibit

3.1

THE

COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS

EXEMPTED

COMPANY LIMITED BY SHARES

AMENDED

AND RESTATED

MEMORANDUM AND ARTICLES OF ASSOCIATION

NORTHSTRIVE ACQUISITION CORP I.

(ADOPTED BY

SPECIAL RESOLUTION DATED 19 AUGUST 2026 AND EFFECTIVE ON 19 AUGUST 2026)

THE

COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS

EXEMPTED

COMPANY LIMITED BY SHARES

AMENDED

AND RESTATED

MEMORANDUM AND ARTICLES OF ASSOCIATION

NORTHSTRIVE ACQUISITION CORP I.

(ADOPTED BY SPECIAL RESOLUTION DATED 19 AUGUST

2026 AND EFFECTIVE ON 19 AUGUST 2026)

1. The name of the Company is NorthStrive Acquisition Corp I.

2. The

registered office of the Company shall be at the offices of CO Services Cayman Limited, P.O. Box 10008, Willow House, Cricket Square,

Grand Cayman KY1-1001, Cayman Islands, or at such other place as the Directors may from time to time decide.

3. The

objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object

not prohibited by the laws of the Cayman Islands.

4. The

liability of each Member is limited to the amount unpaid on such Member’s shares.

5. The share capital of the Company is US$50,000 divided into 480,000,000

Class A ordinary shares of a par value of US$0.0001 each, 10,000,000 Class B ordinary shares of a par value of US$0.0001 each and 10,000,000

preference shares of a par value of US$0.0001 each.

6. The

Company has power to register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside

the Cayman Islands and to be deregistered in the Cayman Islands.

7. Capitalised

terms that are not defined in this Amended and Restated Memorandum of Association bear the respective meanings given to them in the Amended

and Restated Articles of Association of the Company.

THE

COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS

EXEMPTED

COMPANY LIMITED BY SHARES

AMENDED

AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

NORTHSTRIVE ACQUISITION CORP I

(ADOPTED BY SPECIAL RESOLUTION DATED 19 AUGUST

2026 AND EFFECTIVE ON 19 AUGUST 2026)

1. Interpretation

1.1 In

the Articles Table A in the First Schedule to the Statute does not apply and, unless there is something in the subject or context inconsistent

therewith:

“Affiliate”

in respect of a person, means any other person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person, and (a) in the case of a natural person, shall include, without limitation, such person’s spouse, parents, children, siblings, mother-in-law and father-in-law and brothers and sisters-in-law, whether by blood, marriage or adoption or anyone residing in such person’s home, a trust for the benefit of any of the foregoing, a company, partnership or any natural person or entity wholly or jointly owned by any of the foregoing and (b) in the case of an entity, shall include a partnership, a corporation or any natural person or entity which directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity.

“Applicable Law”

means, with respect to any person, all provisions of laws, statutes, ordinances, rules, regulations, permits, certificates, judgments, decisions, decrees or orders of any governmental authority applicable to such person.

“Articles”

means these amended and restated articles of association of the Company.

“Audit Committee”

means the audit committee of the board of directors of the Company established pursuant to the Articles, or any successor committee.

“Auditor”

means the person (if any) for the time being performing the duties of auditor of the Company.

“Business Combination”

means a merger, amalgamation, share exchange, asset acquisition, share

purchase, reorganisation or similar business combination involving the Company, with one or more businesses or entities (the “target

business”), which Business Combination: (a) as long as the securities of the Company are listed on any Designated Stock

Exchange, must occur with one or more target businesses that together have an aggregate fair market value of at least 80 per cent

of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the

Trust Account) at the time of the agreement to enter into such Business Combination; and (b) must not be effectuated with another

blank cheque company or a similar company with nominal operations.

“business day”

means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorised or obligated by law to close in New York City.

“Clearing House”

means a clearing house recognised by the laws of the jurisdiction in which the Shares (or depositary receipts therefor) are listed or quoted on a stock exchange or interdealer quotation system in such jurisdiction.

“Class A Share”

means a Class A ordinary share of a par value of US$0.0001 in the share capital of the Company.

“Class B Share”

means a Class B ordinary share of a par value of US$0.0001 in the share capital of the Company.

“Company”

means the above-named company.

“Company’s Website”

means

the website of the Company and/or its web-address or domain name (if any).

“Compensation Committee”

means the compensation committee of the board of directors of the Company established pursuant to the Articles, or any successor committee.

“Designated Stock Exchange”

means any United States national securities exchange on which the securities of the Company are listed for trading, including the Nasdaq Global Market.

“Directors”

means the directors for the time being of the Company.

“Dividend”

means any dividend (whether interim or final) resolved to be paid on Shares pursuant to the Articles.

“Electronic Communication”

means a communication sent by electronic means, including electronic posting to the Company’s Website, transmission to any number, address or internet website (including the website of the Securities and Exchange Commission) or other electronic delivery methods as otherwise decided and approved by the Directors.

“Electronic Record”

has the same meaning as in the Electronic Transactions Act.

“Electronic Transactions Act”

means the Electronic Transactions Act (as revised) of the Cayman Islands.

“Equity-linked Securities”

means any debt or equity securities that are convertible, exercisable or exchangeable for Class A Shares issued in a financing transaction in connection with a Business Combination, including but not limited to a private placement of equity or debt.

“Exchange Act”

means the United States Securities Exchange Act of 1934, as amended, or any similar U.S. federal statute and the rules and regulations of the Securities and Exchange Commission thereunder, all as the same shall be in effect at the time.

“Founders”

means all Members immediately prior to the consummation of the IPO.

“Independent Director”

has the same meaning as in the rules and regulations of the Designated Stock Exchange or in Rule 10A-3 under the Exchange Act, as the case may be.

“IPO”

means the Company’s initial public offering of securities.

“Member”

has the same meaning as in the Statute.

“Memorandum”

means the amended and restated memorandum of association of the Company.

“Nominating Committee”

means the nominating committee of the board of directors of the Company established pursuant to the Articles, or any successor committee.

“Officer”

means a person appointed to hold an office in the Company.

“Ordinary Resolution”

means a resolution passed by a simple majority of the Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting, and includes a unanimous written resolution. In computing the majority when a poll is demanded regard shall be had to the number of votes to which each Member is entitled by the Articles.

“Over-Allotment Option”

means the option of the Underwriters to purchase up to an additional 15 per cent of the firm units (as described in the Articles) issued in the IPO at a price equal to US$10 per unit, less underwriting discounts and commissions.

“Preference Share”

means a preference share of a par value of US$0.0001 in the share capital of the Company.

“Public Share”

means a Class A Share issued as part of the units (as described in the Articles) issued in the IPO.

“Redemption Notice”

means a notice in a form approved by the Company by which a holder of Public Shares is entitled to require the Company to redeem its Public Shares, subject to any conditions contained therein.

“Register of Members”

means the register of Members maintained in accordance with the Statute and includes (except where otherwise stated) any branch or duplicate register of Members.

“Registered Office”

means the registered office for the time being of the Company.

“Representative”

means a representative of the Underwriters.

“Seal”

means the common seal of the Company and includes every duplicate seal.

“Securities and Exchange Commission”

means the United States Securities and Exchange Commission.

“Share”

means a Class A Share, a Class B Share or a Preference Share and includes a fraction of a share in the Company.

“Special Resolution”

subject to Article 29.4, Article 47.1 and Article 47.2, has the same meaning as in the Statute, and includes a unanimous written resolution.

“Sponsor”

means NorthStrive Sponsor I LLC, a Delaware limited liability

company, and its successors or assigns.

“Statute”

means the Companies Act (as revised) of the Cayman Islands.

“Treasury Share”

means a Share held in the name of the Company as a treasury share in accordance with the Companies Act.

“Trust Account”

means the trust account established by the Company upon the consummation

of its IPO and into which a certain amount of the net proceeds of the IPO, together with a certain amount of the proceeds of a private

placement of units simultaneously with the closing date of the IPO, will be deposited.

“Underwriter”

means an underwriter of the IPO from time to time and any successor underwriter.

1.2 In

these Articles:

(a) words

importing the singular number include the plural number and vice versa;

(b) words

importing the masculine gender include the feminine gender;

importing persons include corporations as well as any other legal or natural person;

(d) “written”

and “in writing” include all modes of representing or reproducing words in visible

form, including in the form of an Electronic Record;

(e) “shall”

shall be construed as imperative and “may” shall be construed as permissive;

(f) references

to provisions of any law or regulation shall be construed as references to those provisions

as amended, modified, re-enacted or replaced;

(g) any

phrase introduced by the terms “including”, “include”, “in

particular” or any similar expression shall be construed as illustrative and shall

not limit the sense of the words preceding those terms;

(h) the

term “and/or” is used herein to mean both “and” as well as “or”.

The use of “and/or” in certain contexts in no respects qualifies or modifies

the use of the terms “and” or “or” in others. The term “or”

shall not be interpreted to be exclusive and the term “and” shall not be

interpreted to require the conjunctive (in each case, unless the context otherwise requires);

(i) headings

are inserted for reference only and shall be ignored in construing the Articles;

(j) any

requirements as to delivery under the Articles include delivery in the form of an Electronic

Record;

(k) any

requirements as to execution or signature under the Articles including the execution of the

Articles themselves can be satisfied in the form of an electronic signature as defined in

the Electronic Transactions Law;

(l) sections

8 and 19(3) of the Electronic Transactions Act shall not apply;

(m) the

term “clear days” in relation to the period of a notice means that period excluding

the day when the notice is received or deemed to be received and the day for which it is

given or on which it is to take effect; and

(n) the

term “holder” in relation to a Share means a person whose name is entered in

the Register of Members as the holder of such Share.

2. COMMENCEMENT

OF BUSINESS

2.1 The

business of the Company may be commenced as soon after incorporation as the Directors shall see fit.

2.2 The

Directors may pay, out of the capital or any other monies of the Company, all expenses incurred in or about the formation and establishment

of the Company, including the expenses of registration.

3. ISSUER

OF SHARES AND other SECURITIES

3.1 Subject

to the provisions, if any, in the Memorandum (and to any direction that may be given by the Company in general meeting) and, where applicable,

the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory

authority or otherwise under Applicable Law, and without prejudice to any rights attached to any existing Shares, the Directors may allot,

issue, grant options over or otherwise dispose of Shares (including fractions of a Share) with or without preferred, deferred or other

rights or restrictions, whether in regard to Dividends or other distributions, voting, return of capital or otherwise and to such persons,

at such times and on such other terms as they think proper, and may also (subject to the Statute and the Articles) vary such rights,

save that the Directors shall not allot, issue, grant options over or otherwise dispose of Shares (including fractions of a Share) to

the extent that it may affect the ability of the Company to carry out a Class B Share Conversion set out in the Articles.

3.2 The

Company may issue rights, options, warrants or convertible securities or securities of similar nature conferring the right upon the holders

thereof to subscribe for, purchase or receive any class of Shares or other securities in the Company on such terms as the Directors may

from time to time determine.

3.3 The

Company may issue units of securities in the Company, which may be comprised of whole or fractional Shares, rights, options, warrants

or convertible securities or securities of similar nature conferring the right upon the holders thereof to subscribe for, purchase or

receive any class of Shares or other securities in the Company, upon such terms as the Directors may from time to time determine.

3.4 The

Company shall not issue Shares to bearer.

4. REGISTER

OF MEMBERS

4.1 The

Company shall maintain or cause to be maintained the Register of Members in accordance with the Statute.

4.2 The

Directors may determine that the Company shall maintain one or more branch registers of Members in accordance with the Statute. The Directors

may also determine which register of Members shall constitute the principal register and which shall constitute the branch register or

registers, and to vary such determination from time to time.

5. CLOSING

THE REGISTER OF MEMBERS OR FIXING A RECORD DATE

5.1 For

the purpose of determining Members entitled to notice of, or to vote at any meeting of Members or any adjournment thereof, or Members

entitled to receive payment of any Dividend or other distribution, or in order to make a determination of Members for any other purpose,

the Directors may, after notice has been given by advertisement in an appointed newspaper or any other newspaper or by any other means

in accordance with the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other

competent regulatory authority or otherwise under Applicable Law, provide that the Register of Members shall be closed for transfers

for a stated period which shall not in any case exceed forty days.

5.2 In

lieu of, or apart from, closing the Register of Members, the Directors may fix in advance or arrears a date as the record date for any

such determination of Members entitled to notice of, or to vote at any meeting of the Members or any adjournment thereof, or for the

purpose of determining the Members entitled to receive payment of any Dividend or other distribution, or in order to make a determination

of Members for any other purpose.

5.3 If

the Register of Members is not so closed and no record date is fixed for the determination of Members entitled to notice of, or to vote

at, a meeting of Members or Members entitled to receive payment of a Dividend or other distribution, the date on which notice of the

meeting is sent or the date on which the resolution of the Directors resolving to pay such Dividend or other distribution is passed,

as the case may be, shall be the record date for such determination of Members. When a determination of Members entitled to vote at any

meeting of Members has been made as provided in this Article, such determination shall apply to any adjournment thereof.

6. CERTIFICATES

FOR SHARES

6.1 A

Member shall only be entitled to a share certificate if the Directors resolve that share certificates shall be issued. Share certificates

representing Shares, if any, shall be in such form as the Directors may determine. Share certificates shall be signed by one or more

Directors or other person authorised by the Directors. The Directors may authorise certificates to be issued with the authorised signature(s)

affixed by mechanical process. All certificates for Shares shall be consecutively numbered or otherwise identified and shall specify

the Shares to which they relate. All certificates surrendered to the Company for transfer shall be cancelled and, subject to the Articles,

no new certificate shall be issued until the former certificate representing a like number of relevant Shares shall have been surrendered

and cancelled.

6.2 The

Company shall not be bound to issue more than one certificate for Shares held jointly by more than one person and delivery of a certificate

to one joint holder shall be a sufficient delivery to all of them.

6.3 If

a share certificate is defaced, worn out, lost or destroyed, it may be renewed on such terms (if any) as to evidence and indemnity and

on the payment of such expenses reasonably incurred by the Company in investigating evidence, as the Directors may prescribe, and (in

the case of defacement or wearing out) upon delivery of the old certificate.

6.4 Every

share certificate sent in accordance with the Articles will be sent at the risk of the Member or other person entitled to the certificate.

The Company will not be responsible for any share certificate lost or delayed in the course of delivery.

6.5 Share

certificates shall be issued within the relevant time limit as prescribed by the Statute, if applicable, or as the rules and regulations

of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise

under Applicable Law may from time to time determine, whichever is shorter, after the allotment or, except in the case of a Share transfer

which the Company is for the time being entitled to refuse to register and does not register, after lodgement of a Share transfer with

the Company.

7. TRANSFER

OF SHARES

7.1 Subject

to the terms of the Articles, any Member may transfer all or any of his Shares by an instrument of transfer provided that such transfer

complies with the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent

regulatory authority or otherwise under Applicable Law. If the Shares in question were issued in conjunction with rights, options or

warrants issued pursuant to the Articles on terms that one cannot be transferred without the other, the Directors shall refuse to register

the transfer of any such Share without evidence satisfactory to them of the like transfer of such option or warrant.

7.2 The

instrument of transfer of any Share shall be in writing in the usual or common form or in a form prescribed by the rules and regulations

of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise

under Applicable Law or in any other form approved by the Directors and shall be executed by or on behalf of the transferor (and if the

Directors so require, signed by or on behalf of the transferee) and may be under hand or, if the transferor or transferee is a Clearing

House or its nominee(s), by hand or by machine imprinted signature or by such other manner of execution as the Directors may approve

from time to time. The transferor shall be deemed to remain the holder of a Share until the name of the transferee is entered in the

8. REDEMPTION,

REPURCHASE AND SURRENDER OF SHARES

8.1 Subject

to the provisions of the Statute, and, where applicable, the rules and regulations of the Designated Stock Exchange, the Securities and

Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law, the Company may issue Shares that

are to be redeemed or are liable to be redeemed at the option of the Member or the Company. The redemption of such Shares, except Public

Shares, shall be effected in such manner and upon such other terms as the Company may, by Special Resolution, determine before the issue

of such Shares. With respect to redeeming or repurchasing the Shares.

(a) Members

who hold Public Shares are entitled to request the redemption of such Shares in the circumstances

described in the Business Combination Article hereof;

(b) Class B Shares held by the Sponsor shall be surrendered by the Sponsor

for no consideration to the extent that the Over-Allotment Option is not exercised in full so that the Founders will own 30 per cent of

the Company’s issued Shares after the IPO (exclusive of any securities purchased in a private placement simultaneously with the

IPO); and

Shares shall be repurchased by way of tender offer in the circumstances set out in the Business

Combination Article hereof.

8.2 Subject

to the provisions of the Statute, and, where applicable, the rules and regulations of the Designated Stock Exchange, the Securities and

Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law, the Company may purchase its own

Shares (including any redeemable Shares) in such manner and on such other terms as the Directors may agree with the relevant Member.

For the avoidance of doubt, redemptions, repurchases and surrenders of Shares in the circumstances described in the Article above shall

not require further approval of the Members.

8.3 The

Company may make a payment in respect of the redemption or purchase of its own Shares in any manner permitted by the Statute, including

out of capital.

8.4 The

Directors may accept the surrender for no consideration of any fully paid Share.

9. TREASURY

9.1 The

Directors may, prior to the purchase, redemption or surrender of any Share, determine that such Share shall be held as a Treasury Share.

9.2 The

Directors may determine to cancel a Treasury Share or transfer a Treasury Share on such terms as they think proper (including, without

limitation, for nil consideration).

10. VARIATION

OF RIGHTS OF SHARES

10.1 Subject

to Article 3.1, if at any time the share capital of the Company is divided into different classes of Shares, all or any of the rights

attached to any class (unless otherwise provided by the terms of issue of the Shares of that class) may, whether or not the Company is

being wound up, be varied without the consent of the holders of the issued Shares of that class where such variation is considered by

the Directors not to have a material adverse effect upon such rights; otherwise, any such variation shall be made only with the consent

in writing of the holders of not less than two thirds of the issued Shares of that class (other than with respect to a waiver of the

provisions of the Class B Ordinary Share Conversion Article hereof, which as stated therein shall only require the consent in writing

of the holders of a majority of the issued Shares of that class), or with the approval of a resolution passed by a majority of not less

than two thirds of the votes cast at a separate meeting of the holders of the Shares of that class. For the avoidance of doubt, the Directors

reserve the right, notwithstanding that any such variation may not have a material adverse effect, to obtain consent from the holders

of Shares of the relevant class. To any such meeting all the provisions of the Articles relating to general meetings shall apply mutatis

mutandis, except that the necessary quorum shall be one person holding or representing by proxy at least one third of the issued

Shares of the class and that any holder of Shares of the class present in person or by proxy may demand a poll.

10.2 For

the purposes of a separate class meeting, the Directors may treat two or more or all the classes of Shares as forming one class of Shares

if the Directors consider that such class of Shares would be affected in the same way by the proposals under consideration, but in any

other case shall treat them as separate classes of Shares.

10.3 The

rights conferred upon the holders of the Shares of any class issued with preferred or other rights shall not, unless otherwise expressly

provided by the terms of issue of the Shares of that class, be deemed to be varied by the creation or issue of further Shares ranking

pari passu therewith or Shares issued with preferred or other rights.

11. COMMISSION

ON SALE OF SHARES

The

Company may, in so far as the Statute permits, pay a commission to any person in consideration of his subscribing or agreeing to subscribe

(whether absolutely or conditionally) or procuring or agreeing to procure subscriptions (whether absolutely or conditionally) for any

Shares. Such commissions may be satisfied by the payment of cash and/or the issue of fully or partly paid-up Shares. The Company may

also on any issue of Shares pay such brokerage as may be lawful.

12. NON-RECOGNITION

OF TRUSTS

The

Company shall not be bound by or compelled to recognise in any way (even when notified) any equitable, contingent, future or partial

interest in any Share, or (except only as is otherwise provided by the Articles or the Statute) any other rights in respect of any Share

other than an absolute right to the entirety thereof in the holder.

13. LIEN

ON SHARES

13.1 The

Company shall have a first and paramount lien on all Shares (whether fully paid-up or not) registered in the name of a Member (whether

solely or jointly with others) for all debts, liabilities or engagements to or with the Company (whether presently payable or not) by

such Member or his estate, either alone or jointly with any other person, whether a Member or not, but the Directors may at any time

declare any Share to be wholly or in part exempt from the provisions of this Article. The registration of a transfer of any such Share

shall operate as a waiver of the Company’s lien thereon. The Company’s lien on a Share shall also extend to any amount payable

in respect of that Share.

13.2 The Company

may sell, in such manner as the Directors think fit, any Shares on which the Company has a lien, if a sum in respect of which the lien

exists is presently payable, and is not paid within fourteen clear days after notice has been received or deemed to have been received

by the holder of the Shares, or to the person entitled to it in consequence of the death or bankruptcy of the holder, demanding payment

and stating that if the notice is not complied with the Shares may be sold.

13.3 To

give effect to any such sale the Directors may authorise any person to execute an instrument of transfer of the Shares sold to, or in

accordance with the directions of, the purchaser. The purchaser or his nominee shall be registered as the holder of the Shares comprised

in any such transfer, and he shall not be bound to see to the application of the purchase money, nor shall his title to the Shares be

affected by any irregularity or invalidity in the sale or the exercise of the Company’s power of sale under the Articles.

13.4 The

net proceeds of such sale after payment of costs, shall be applied in payment of such part of the amount in respect of which the lien

exists as is presently payable and any balance shall (subject to a like lien for sums not presently payable as existed upon the Shares

before the sale) be paid to the person entitled to the Shares at the date of the sale.

14. CALL

ON SHARES

14.1 Subject

to the terms of the allotment and issue of any Shares, the Directors may make calls upon the Members in respect of any monies unpaid

on their Shares (whether in respect of par value or premium), and each Member shall (subject to receiving at least fourteen clear days’

notice specifying the time or times of payment) pay to the Company at the time or times so specified the amount called on the Shares.

A call may be revoked or postponed, in whole or in part, as the Directors may determine. A call may be required to be paid by instalments.

A person upon whom a call is made shall remain liable for calls made upon him notwithstanding the subsequent transfer of the Shares in

respect of which the call was made.

14.2 A

call shall be deemed to have been made at the time when the resolution of the Directors authorising such call was passed.

14.3 The

joint holders of a Share shall be jointly and severally liable to pay all calls in respect thereof.

14.4 If

a call remains unpaid after it has become due and payable, the person from whom it is due

shall pay interest on the amount unpaid from the day it became due and payable until it is

paid at such rate as the Directors may determine (and in addition all expenses that have

been incurred by the Company by reason of such non-payment), but the Directors may waive

payment of the interest or expenses wholly or in part.

14.5 An

amount payable in respect of a Share on issue or allotment or at any fixed date, whether

on account of the par value of the Share or premium or otherwise, shall be deemed to be a

call and if it is not paid all the provisions of the Articles shall apply as if that amount

had become due and payable by virtue of a call.

14.6 The

Directors may issue Shares with different terms as to the amount and times of payment of

calls, or the interest to be paid.

14.7 The

Directors may, if they think fit, receive an amount from any Member willing to advance all

or any part of the monies uncalled and unpaid upon any Shares held by him, and may (until

the amount would otherwise become payable) pay interest at such rate as may be agreed upon

between the Directors and the Member paying such amount in advance.

14.8 No

such amount paid in advance of calls shall entitle the Member paying such amount to any portion

of a Dividend or other distribution payable in respect of any period prior to the date upon

which such amount would, but for such payment, become payable.

15. FORFEITURE

OF SHARES

15.1 If

a call or instalment of a call remains unpaid after it has become due and payable the Directors

may give to the person from whom it is due not less than fourteen clear days’ notice

requiring payment of the amount unpaid together with any interest which may have accrued

and any expenses incurred by the Company by reason of such non-payment. The notice shall

specify where payment is to be made and shall state that if the notice is not complied with

the Shares in respect of which the call was made will be liable to be forfeited.

15.2 If

the notice is not complied with, any Share in respect of which it was given may, before the

payment required by the notice has been made, be forfeited by a resolution of the Directors.

Such forfeiture shall include all Dividends, other distributions or other monies payable

in respect of the forfeited Share and not paid before the forfeiture.

15.3 A

forfeited Share may be sold, re-allotted or otherwise disposed of on such terms and in such

manner as the Directors think fit and at any time before a sale, re-allotment or disposition

the forfeiture may be cancelled on such terms as the Directors think fit. Where for the purposes

of its disposal a forfeited Share is to be transferred to any person the Directors may authorise

some person to execute an instrument of transfer of the Share in favour of that person.

15.4 A

person any of whose Shares have been forfeited shall cease to be a Member in respect of them

and shall surrender to the Company for cancellation the certificate for the Shares forfeited

and shall remain liable to pay to the Company all monies which at the date of forfeiture

were payable by him to the Company in respect of those Shares together with interest at such

rate as the Directors may determine, but his liability shall cease if and when the Company

shall have received payment in full of all monies due and payable by him in respect of those

Shares.

15.5 A

certificate in writing under the hand of one Director or Officer that a Share has been forfeited

on a specified date shall be conclusive evidence of the facts stated in it as against all

persons claiming to be entitled to the Share. The certificate shall (subject to the execution

of an instrument of transfer) constitute a good title to the Share and the person to whom

the Share is sold or otherwise disposed of shall not be bound to see to the application of

the purchase money, if any, nor shall his title to the Share be affected by any irregularity

or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the

Share.

15.6 The

provisions of the Articles as to forfeiture shall apply in the case of non-payment of any

sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on

account of the par value of the Share or by way of premium as if it had been payable by virtue

of a call duly made and notified.

16. TRANSMISSION

OF SHARES

16.1 If

a Member dies, the survivor or survivors (where he was a joint holder), or his legal personal

representatives (where he was a sole holder), shall be the only persons recognised by the

Company as having any title to his Shares. The estate of a deceased Member is not thereby

released from any liability in respect of any Share, for which he was a joint or sole holder.

16.2 Any

person becoming entitled to a Share in consequence of the death or bankruptcy or liquidation

or dissolution of a Member (or in any other way than by transfer) may, upon such evidence

being produced as may be required by the Directors, elect, by a notice in writing sent by

him to the Company, either to become the holder of such Share or to have some person nominated

by him registered as the holder of such Share. If he elects to have another person registered

as the holder of such Share he shall sign an instrument of transfer of that Share to that

person. The Directors shall, in either case, have the same right to decline or suspend registration

as they would have had in the case of a transfer of the Share by the relevant Member before

his death or bankruptcy or liquidation or dissolution, as the case may be.

16.3 A

person becoming entitled to a Share by reason of the death or bankruptcy or liquidation or

dissolution of a Member (or in any other case than by transfer) shall be entitled to the

same Dividends, other distributions and other advantages to which he would be entitled if

he were the holder of such Share. However, he shall not, before becoming a Member in respect

of a Share, be entitled in respect of it to exercise any right conferred by membership in

relation to general meetings of the Company and the Directors may at any time give notice

requiring any such person to elect either to be registered himself or to have some person

nominated by him be registered as the holder of the Share (but the Directors shall, in either

case, have the same right to decline or suspend registration as they would have had in the

case of a transfer of the Share by the relevant Member before his death or bankruptcy or

liquidation or dissolution or any other case than by transfer, as the case may be). If the

notice is not complied with within ninety days of being received or deemed to be received

(as determined pursuant to the Articles), the Directors may thereafter withhold payment of

all Dividends, other distributions, bonuses or other monies payable in respect of the Share

until the requirements of the notice have been complied with.

17. CLASS

B ORDINARY SHARE CONVERSION

17.1 The rights attaching to the Class A Shares and Class B Shares shall

rank pari passu in all respects, and the Class A Shares and Class B Shares shall vote together as a single class on all

matters (subject to the Variation of Rights of Shares Article and the Appointment and Removal of Directors Article hereof) with the exception

that the holder of a Class B Share shall have the Conversion Rights referred to in this Article.

17.2 Class

B Shares shall automatically convert into Class A Shares on a one-for-one basis (the “Initial

Conversion Ratio”): (a) at any time and from

time to time at the option of the holders thereof; and (b) automatically on the day of the

closing of a Business Combination.

17.3 Notwithstanding the Initial Conversion Ratio, in the case that additional

Class A Shares or any other Equity-linked Securities, are issued, or deemed issued, by the Company in excess of the amounts offered in

the IPO and related to the closing of a Business Combination, all Class B Shares in issue shall automatically convert into Class A Shares

at the time of the closing of a Business Combination at a ratio for which the Class B Shares shall convert into Class A Shares will be

adjusted (unless the holders of a majority of the Class B Shares in issue agree to waive such anti-dilution adjustment with respect to

any such issuance or deemed issuance) so that the number of Class A Shares issuable upon conversion of all Class B Shares will equal,

on an as-converted basis, in the aggregate, 30 percent of the sum of (i) the total number of all ordinary Shares outstanding upon the

completion of the IPO (including any Class A Shares issued pursuant to the Underwriters’ over-allotment option and excluding the

Class A Shares underlying the private placement units to the Sponsor), plus (ii) all Class A Shares and Equity-linked Securities issued

or deemed issued, in connection with the closing of the initial Business Combination (excluding any Shares or Equity-linked Securities

issued, or to be issued, to any seller in the initial Business Combination, and any private placement equivalent units issued to the Sponsor

or any of its Affiliates or to any Officers or Directors of the Company upon conversion of working capital loans), minus (iii) any redemptions

of Class A Shares by public shareholders in connection with an initial Business Combination.

17.4 Notwithstanding

anything to the contrary contained herein, the foregoing adjustment to the Initial Conversion

Ratio may be waived as to any particular issuance or deemed issuance of additional Class A

Shares or Equity-linked Securities by the written consent or agreement of holders of a majority

of the Class B Shares then in issue consenting or agreeing separately as a separate class

in the manner provided in the Variation of Rights of Shares Article hereof.

17.5 The

foregoing conversion ratio shall also be adjusted to account for any subdivision (by share

split, subdivision, exchange, capitalisation, rights issue, reclassification, recapitalisation

or otherwise) or combination (by reverse share split, share consolidation, exchange, reclassification,

recapitalisation or otherwise) or similar reclassification or recapitalisation of the Class

A Shares in issue into a greater or lesser number of shares occurring after the original

filing of the Articles without a proportionate and corresponding subdivision, combination

or similar reclassification or recapitalisation of the Class B Shares in issue.

17.6 Each

Class B Share shall convert into its pro rata number of Class A Shares pursuant to this Article.

The pro rata share for each holder of Class B Shares will be determined as follows: each

Class B Share shall convert into such number of Class A Shares as is equal to the product

of 1 multiplied by a fraction, the numerator of which shall be the total number of Class

A Shares into which all of the Class B Shares in issue shall be converted pursuant to this

Article and the denominator of which shall be the total number of Class B Shares in issue

at the time of conversion.

17.7 References

in this Article to “converted”,

“conversion” or “exchange”

shall mean the compulsory redemption without notice of Class B Shares of any Member and,

on behalf of such Members, automatic application of such redemption proceeds in paying for

such new Class A Shares into which the Class B Shares have been converted or exchanged at

a price per Class B Share necessary to give effect to a conversion or exchange calculated

on the basis that the Class A Shares to be issued as part of the conversion or exchange will

be issued at par. The Class A Shares to be issued on an exchange or conversion shall be registered

in the name of such Member or in such name as the Member may direct.

17.8 Notwithstanding

anything to the contrary in this Article, in no event may any Class B Share convert

into Class A Shares at a ratio that is less than one-for-one.

18. AMENDMENTS

OF MEMORANDUM AND ARTICLES OF ASSOCIAtION AND ALTERATION OF CAPITAL

18.1 The

Company may by Ordinary Resolution:

(a) increase

its share capital by such sum as the Ordinary Resolution shall prescribe and with such rights,

priorities and privileges annexed thereto, as the Company in general meeting may determine;

(b) consolidate

and divide all or any of its share capital into Shares of larger amount than its existing

Shares;

all or any of its paid-up Shares into stock, and reconvert that stock into paid-up Shares

of any denomination;

(d) by

subdivision of its existing Shares or any of them divide the whole or any part of its share

capital into Shares of smaller amount than is fixed by the Memorandum or into Shares without

par value; and

(e) cancel

any Shares that at the date of the passing of the Ordinary Resolution have not been taken

or agreed to be taken by any person and diminish the amount of its share capital by the amount

of the Shares so cancelled.

18.2 All

new Shares created in accordance with the provisions of the preceding Article shall be subject

to the same provisions of the Articles with reference to the payment of calls, liens, transfer,

transmission, forfeiture and otherwise as the Shares in the original share capital.

18.3 Subject

to the provisions of the Statute, the provisions of the Articles as regards the matters to

be dealt with by Ordinary Resolution, Article 29.4, Article 47.1 and Article 47.2, the Company

may by Special Resolution:

(a) change

its name;

(b) alter

or add to the Articles;

or add to the Memorandum with respect to any objects, powers or other matters specified therein;

and

(d) reduce

its share capital or any capital redemption reserve fund.

19. OFFICES

AND PLACE OF BUSINESS

Subject

to the provisions of the Statute, the Company may by resolution of the Directors change the location of its Registered Office. The Company

may, in addition to its Registered Office, maintain such other offices or places of business as the Directors determine.

20. GENERAL

MEETINGS

20.1 All

general meetings other than annual general meetings shall be called extraordinary general

meetings.

20.2 The

Company may, but shall not (unless required by the Statute) be obliged to, in each year hold

a general meeting as its annual general meeting, and shall specify the meeting as such in

the notices calling it. Any annual general meeting shall be held at such time and place as

the Directors shall appoint. At these meetings the report of the Directors (if any) shall

be presented.

20.3 The

Directors, the chief executive officer or the chairman of the board of Directors may call

general meetings, and, for the avoidance of doubt, Members shall not have the ability to

call general meetings.

20.4 Members

seeking to bring business before the annual general meeting or to nominate candidates for

appointment as Directors at the annual general meeting must deliver notice to the principal

executive offices of the Company not less than 120 calendar days before the date of the Company’s

proxy statement released to Members in connection with the previous year’s annual general

meeting or, if the Company did not hold an annual general meeting the previous year, or if

the date of the current year’s annual general meeting has been changed by more than

30 days from the date of the previous year’s annual general meeting, then the deadline

shall be set by the board of Directors with such deadline being a reasonable time before

the Company begins to print and send its related proxy materials.

21. NOTICE

OF GENERAL MEETINGS

21.1 At

least 5 clear days’ notice shall be given of any general meeting. Every notice shall

specify the place, the day and the hour of the meeting and the general nature of the business

to be conducted at the general meeting and shall be given in the manner hereinafter mentioned

or in such other manner if any as may be prescribed by the Company, provided that a general

meeting of the Company shall, whether or not the notice specified in this Article has been

given and whether or not the provisions of the Articles regarding general meetings have been

complied with, be deemed to have been duly convened if it is so agreed:

(a) in

the case of an annual general meeting, by all of the Members entitled to attend and vote

thereat; and

(b) in

the case of an extraordinary general meeting, by a majority in number of the Members having

a right to attend and vote at the meeting, together holding not less than ninety-five per

cent in par value of the Shares giving that right.

21.2 The

accidental omission to give notice of a general meeting to, or the non-receipt of notice

of a general meeting by, any person entitled to receive such notice shall not invalidate

the proceedings of that general meeting.

22. PROCEEDINGS

AT GENERAL MEETINGS

22.1 No

business shall be transacted at any general meeting unless a quorum is present. The holders

of at least one-third of the then issued and outstanding Shares, being individuals present

in person or by proxy or if a corporation or other non-natural person by its duly authorised

representative or proxy, shall be a quorum.

22.2 A

person may participate at a general meeting by conference telephone or other communications

equipment by means of which all the persons participating in the meeting can communicate

with each other. Participation by a person in a general meeting in this manner is treated

as presence in person at that meeting.

22.3 A

resolution (including a Special Resolution) in writing (in one or more counterparts) signed

by or on behalf of all of the Members for the time being entitled to receive notice of and

to attend and vote at general meetings (or, being corporations or other non-natural persons,

signed by their duly authorised representatives) shall be as valid and effective as if the

resolution had been passed at a general meeting of the Company duly convened and held.

22.4 If

a quorum is not present within half an hour from the time appointed for the meeting to commence,

the meeting shall stand adjourned to the same day in the next week at the same time and/or

place or to such other day, time and/or place as the Directors may determine, and if at the

adjourned meeting a quorum is not present within half an hour from the time appointed for

the meeting to commence, the Members present shall be a quorum.

22.5 The Directors

may, at any time prior to the time appointed for the meeting to commence, appoint any person

to act as chairman of a general meeting of the Company or, if the Directors do not make any

such appointment, the chairman, if any, of the board of Directors shall preside as chairman

at such general meeting. If there is no such chairman, or if he shall not be present within

fifteen minutes after the time appointed for the meeting to commence, or is unwilling to

act, the Directors present shall elect one of their number to be chairman of the meeting.

22.6 If

no Director is willing to act as chairman or if no Director is present within fifteen minutes

after the time appointed for the meeting to commence, the Members present shall choose one

of their number to be chairman of the meeting.

22.7 The

chairman may, with the consent of a meeting at which a quorum is present (and shall if so

directed by the meeting) adjourn the meeting from time to time and from place to place, but

no business shall be transacted at any adjourned meeting other than the business left unfinished

at the meeting from which the adjournment took place.

22.8 When

a general meeting is adjourned for thirty days or more, notice of the adjourned meeting shall

be given as in the case of an original meeting. Otherwise it shall not be necessary to give

any such notice of an adjourned meeting.

22.9 If,

prior to a Business Combination, a notice is issued in respect of a general meeting and the

Directors, in their absolute discretion, consider that it is impractical or undesirable for

any reason to hold that general meeting at the place, the day and the hour specified in the

notice calling such general meeting, the Directors may postpone the general meeting to another

place, day and/or hour provided that notice of the place, the day and the hour of the rearranged

general meeting is promptly given to all Members. No business shall be transacted at any

postponed meeting other than the business specified in the notice of the original meeting.

22.10 When

a general meeting is postponed for thirty days or more, notice of the postponed meeting shall

be given as in the case of an original meeting. Otherwise it shall not be necessary to give

any such notice of a postponed meeting. All proxy forms submitted for the original general

meeting shall remain valid for the postponed meeting. The Directors may postpone a general

meeting which has already been postponed.

22.11 A

resolution put to the vote of the meeting shall be decided on a poll.

22.12 A

poll shall be taken as the chairman directs, and the result of the poll shall be deemed to

be the resolution of the general meeting at which the poll was demanded.

22.13 A

poll demanded on the election of a chairman or on a question of adjournment shall be taken

forthwith. A poll demanded on any other question shall be taken at such date, time and place

as the chairman of the general meeting directs, and any business other than that upon which

a poll has been demanded or is contingent thereon may proceed pending the taking of the poll.

22.14 In

the case of an equality of votes the chairman shall be entitled to a second or casting vote.

23. VOTES

OF MEMBERS

23.1 Subject

to any rights or restrictions attached to any Shares, including as set out at Article 29.4,

Article 47.1 and Article 47.2, every Member present in any such manner shall have one vote

for every Share of which he is the holder.

23.2 In

the case of joint holders the vote of the senior holder who tenders a vote, whether in person

or by proxy (or, in the case of a corporation or other non-natural person, by its duly authorised

representative or proxy), shall be accepted to the exclusion of the votes of the other joint

holders, and seniority shall be determined by the order in which the names of the holders

stand in the Register of Members.

23.3 A

Member of unsound mind, or in respect of whom an order has been made by any court, having

jurisdiction in lunacy, may vote by his committee, receiver, curator bonis, or other

person on such Member’s behalf appointed by that court, and any such committee, receiver,

curator bonis or other person may vote by proxy.

23.4 No

person shall be entitled to vote at any general meeting unless he is registered as a Member

on the record date for such meeting nor unless all calls or other monies then payable by

him in respect of Shares have been paid.

23.5 No

objection shall be raised as to the qualification of any voter except at the general meeting

or adjourned general meeting at which the vote objected to is given or tendered and every

vote not disallowed at the meeting shall be valid. Any objection made in due time in accordance

with this Article shall be referred to the chairman whose decision shall be final and conclusive.

23.6 Votes

may be cast either personally or by proxy (or in the case of a corporation or other non-natural

person by its duly authorised representative or proxy). A Member may appoint more than one

proxy or the same proxy under one or more instruments to attend and vote at a meeting. Where

a Member appoints more than one proxy the instrument of proxy shall specify the number of

Shares in respect of which each proxy is entitled to exercise the related votes.

23.7 A

Member holding more than one Share need not cast the votes in respect of his Shares in the

same way on any resolution and therefore may vote a Share or some or all such Shares either

for or against a resolution and/or abstain from voting a Share or some or all of the Shares

and, subject to the terms of the instrument appointing him, a proxy appointed under one or

more instruments may vote a Share or some or all of the Shares in respect of which he is

appointed either for or against a resolution and/or abstain from voting a Share or some or

all of the Shares in respect of which he is appointed.

24. PROXIES

24.1 The

instrument appointing a proxy shall be in writing and shall be executed under the hand of

the appointor or of his attorney duly authorised in writing, or, if the appointor is a corporation

or other non-natural person, under the hand of its duly authorised representative. A proxy

need not be a Member.

24.2 The

Directors may, in the notice convening any meeting or adjourned meeting, or in an instrument

of proxy sent out by the Company, specify the manner by which the instrument appointing a

proxy shall be deposited and the place and the time (being not later than the time appointed

for the commencement of the meeting or adjourned meeting to which the proxy relates) at which

the instrument appointing a proxy shall be deposited. In the absence of any such direction

from the Directors in the notice convening any meeting or adjourned meeting or in an instrument

of proxy sent out by the Company, the instrument appointing a proxy shall be deposited physically

at the Registered Office not less than 48 hours before the time appointed for the meeting

or adjourned meeting to commence at which the person named in the instrument proposes to

vote.

24.3 The

chairman may in any event at his discretion declare that an instrument of proxy shall be

deemed to have been duly deposited. An instrument of proxy that is not deposited in the manner

permitted, or which has not been declared to have been duly deposited by the chairman, shall

be invalid.

24.4 The

instrument appointing a proxy may be in any usual or common form (or such other form as the

Directors may approve) and may be expressed to be for a particular meeting or any adjournment

thereof or generally until revoked. An instrument appointing a proxy shall be deemed to include

the power to demand or join or concur in demanding a poll.

24.5 Votes

given in accordance with the terms of an instrument of proxy shall be valid notwithstanding

the previous death or insanity of the principal or revocation of the proxy or of the authority

under which the proxy was executed, or the transfer of the Share in respect of which the

proxy is given unless notice in writing of such death, insanity, revocation or transfer was

received by the Company at the Registered Office before the commencement of the general meeting,

or adjourned meeting at which it is sought to use the proxy.

25. CORPORATE

MEMBERS

25.1 Any

corporation or other non-natural person which is a Member may in accordance with its constitutional

documents, or in the absence of such provision by resolution of its directors or other governing

body, authorise such person as it thinks fit to act as its representative at any meeting

of the Company or of any class of Members, and the person so authorised shall be entitled

to exercise the same powers on behalf of the corporation which he represents as the corporation

could exercise if it were an individual Member.

25.2 If

a Clearing House (or its nominee(s)), being a corporation, is a Member, it may authorise

such persons as it sees fit to act as its representative at any meeting of the Company or

at any meeting of any class of Members provided that the authorisation shall specify the

number and class of Shares in respect of which each such representative is so authorised.

Each person so authorised under the provisions of this Article shall be deemed to have been

duly authorised without further evidence of the facts and be entitled to exercise the same

rights and powers on behalf of the Clearing House (or its nominee(s)) as if such person was

the registered holder of such Shares held by the Clearing House (or its nominee(s)).

26. SHARES

THAT MAY NOT BE VOTED

in the Company that are beneficially owned by the Company shall not be voted, directly or indirectly, at any meeting and shall not be

counted in determining the total number of outstanding Shares at any given time.

27. DIRECTORS

27.1 There

shall be a board of Directors consisting of not less than one person provided however that

the Company may by Ordinary Resolution increase or reduce the limits in the number of Directors.

27.2 The

Directors shall be divided into three classes: Class I, Class II and Class III. The number

of Directors in each class shall be as nearly equal as possible. Upon the adoption of the

Articles, the existing Directors shall by resolution classify themselves as Class I, Class

II or Class III Directors. The Class I Directors shall stand elected for a term expiring

at the Company’s first annual general meeting, the Class II Directors shall stand elected

for a term expiring at the Company’s second annual general meeting and the Class III

Directors shall stand elected for a term expiring at the Company’s third annual general

meeting. Commencing at the Company’s first annual general meeting, and at each annual

general meeting thereafter, Directors elected to succeed those Directors whose terms expire

shall be elected for a term of office to expire at the third succeeding annual general meeting

after their election. Except as the Statute or other Applicable Law may otherwise require,

in the interim between annual general meetings or extraordinary general meetings called for

the election of Directors and/or the removal of one or more Directors and the filling of

any vacancy in that connection, additional Directors and any vacancies in the board of Directors,

including unfilled vacancies resulting from the removal of Directors for cause, may be filled

by the vote of a majority of the remaining Directors then in office, although less than a

quorum (as defined in the Articles), or by the sole remaining Director. All Directors shall

hold office until the expiration of their respective terms of office and until their successors

shall have been elected and qualified. A Director elected to fill a vacancy resulting from

the death, resignation or removal of a Director shall serve for the remainder of the full

term of the Director whose death, resignation or removal shall have created such vacancy

and until his successor shall have been elected and qualified.

28. POWERS

OF DIRECTORS

28.1 Subject

to the provisions of the Statute, the Memorandum and the Articles and to any directions given

by Special Resolution, the business of the Company shall be managed by the Directors who

may exercise all the powers of the Company. No alteration of the Memorandum or Articles and

no such direction shall invalidate any prior act of the Directors which would have been valid

if that alteration had not been made or that direction had not been given. A duly convened

meeting of Directors at which a quorum is present may exercise all powers exercisable by

the Directors.

28.2 All

cheques, promissory notes, drafts, bills of exchange and other negotiable or transferable

instruments and all receipts for monies paid to the Company shall be signed, drawn, accepted,

endorsed or otherwise executed as the case may be in such manner as the Directors shall determine

by resolution.

28.3 The

Directors on behalf of the Company may pay a gratuity or pension or allowance on retirement

to any Director who has held any other salaried office or place of profit with the Company

or to his widow or dependants and may make contributions to any fund and pay premiums for

the purchase or provision of any such gratuity, pension or allowance.

28.4 The

Directors may exercise all the powers of the Company to borrow money and to mortgage or charge

its undertaking, property and assets (present and future) and uncalled capital or any part

thereof and to issue debentures, debenture stock, mortgages, bonds and other such securities

whether outright or as security for any debt, liability or obligation of the Company or of

any third party.

29. APPOINTMENT

AND REMOVAL OF DIRECTORS

29.1 Prior

to the closing of a Business Combination, the Company may by Ordinary Resolution of the holders

of the Class B Shares appoint any person to be a Director or may by Ordinary Resolution of

the holders of the Class B Shares remove any Director. For the avoidance of doubt, prior

to the closing of a Business Combination, holders of Class A Shares shall have no right to

vote on the appointment or removal of any Director.

29.2 The

Directors may appoint any person to be a Director, either to fill a vacancy or as an additional

Director provided that the appointment does not cause the number of Directors to exceed any

number fixed by or in accordance with the Articles as the maximum number of Directors.

29.3 After

the closing of a Business Combination, the Company may by Ordinary Resolution appoint any

person to be a Director or may by Ordinary Resolution remove any Director.

29.4 Prior

to the closing a Business Combination, Article 29.1 may only be amended by a Special Resolution

which shall include the affirmative vote of a simple majority of the Class B Shares as, being

entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting

of which notice specifying the intention to propose the resolution as a special resolution

has been given, or by way of unanimous written resolution.

30. VACATION

OF OFFICE OF DIRECTOR

The

office of a Director shall be vacated if:

(a) the

Director gives notice in writing to the Company that he resigns the office of Director;

(b) the

Director absents himself (for the avoidance of doubt, without being represented by proxy)

from three consecutive meetings of the board of Directors without special leave of absence

from the Directors, and the Directors pass a resolution that he has by reason of such absence

vacated office;

Director dies, becomes bankrupt or makes any arrangement or composition with his creditors

generally;

(d) the

Director is found to be or becomes of unsound mind ; or

(e) all

of the other Directors (being not less than two in number) determine that he should be removed

as a Director, either by a resolution passed by all of the other Directors at a meeting of

the Directors duly convened and held in accordance with the Articles or by a resolution in

writing signed by all of the other Directors.

31. PROCEEDINGS

OF DIRECTORS

31.1 The

quorum for the transaction of the business of the Directors may be fixed by the Directors,

and unless so fixed shall be a majority of the Directors then in office.

31.2 Subject

to the provisions of the Articles, the Directors may regulate their proceedings as they think

fit. Questions arising at any meeting shall be decided by a majority of votes. In the case

of an equality of votes, the chairman shall have a second or casting vote.

31.3 A

person may participate in a meeting of the Directors or any committee of Directors by conference

telephone or other communications equipment by means of which all the persons participating

in the meeting can communicate with each other at the same time. Participation by a person

in a meeting in this manner is treated as presence in person at that meeting. Unless otherwise

determined by the Directors, the meeting shall be deemed to be held at the place where the

chairman is located at the start of the meeting.

31.4 A

resolution in writing (in one or more counterparts) signed by all the Directors or all the

members of a committee of the Directors or, in the case of a resolution in writing relating

to the removal of any Director or the vacation of office by any Director, all of the Directors

other than the Director who is the subject of such resolution shall be as valid and effectual

as if it had been passed at a meeting of the Directors, or committee of Directors as the

case may be, duly convened and held.

31.5 A

Director may, or other Officer on the direction of a Director shall, call a meeting of the

Directors by at least two days’ notice in writing to every Director which notice shall

set forth the general nature of the business to be considered unless notice is waived by

all the Directors either at, before or after the meeting is held. To any such notice of a

meeting of the Directors all the provisions of the Articles relating to the giving of notices

by the Company to the Members shall apply mutatis mutandis.

31.6 The

continuing Directors (or a sole continuing Director, as the case may be) may act notwithstanding

any vacancy in their body, but if and so long as their number is reduced below the number

fixed by or pursuant to the Articles as the necessary quorum of Directors the continuing

Directors or Director may act for the purpose of increasing the number of Directors to be

equal to such fixed number, or of summoning a general meeting of the Company, but for no

other purpose.

31.7 The

Directors may elect a chairman of their board and determine the period for which he is to

hold office; but if no such chairman is elected, or if at any meeting the chairman is not

present within five minutes after the time appointed for the meeting to commence, the Directors

present may choose one of their number to be chairman of the meeting.

31.8 All

acts done by any meeting of the Directors or of a committee of the Directors shall, notwithstanding

that it is afterwards discovered that there was some defect in the appointment of any Director,

and/or that they or any of them were disqualified, and/or had vacated their office and/or

were not entitled to vote, be as valid as if every such person had been duly appointed and/or

not disqualified to be a Director and/or had not vacated their office and/or had been entitled

to vote, as the case may be.

31.9 A

Director may be represented at any meetings of the board of Directors by a proxy appointed

in writing by him. The proxy shall count towards the quorum and the vote of the proxy shall

for all purposes be deemed to be that of the appointing Director.

32. PRESUMPTION

OF ASSENT

Director who is present at a meeting of the board of Directors at which action on any Company matter is taken shall be presumed to have

assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent

from such action with the person acting as the chairman or secretary of the meeting before the adjournment thereof or shall forward such

dissent by registered post to such person immediately after the adjournment of the meeting. Such right to dissent shall not apply to

a Director who voted in favour of such action.

33. DIRECTORS’

INTERESTS

33.1 A

Director may hold any other office or place of profit under the Company (other than the office

of Auditor) in conjunction with his office of Director for such period and on such terms

as to remuneration and otherwise as the Directors may determine.

33.2 A

Director may act by himself or by, through or on behalf of his firm in a professional capacity

for the Company and he or his firm shall be entitled to remuneration for professional services

as if he were not a Director.

33.3 A

Director may be or become a director or other officer of or otherwise interested in any company

promoted by the Company or in which the Company may be interested as a shareholder, a contracting

party or otherwise, and no such Director shall be accountable to the Company for any remuneration

or other benefits received by him as a director or officer of, or from his interest in, such

other company.

33.4 No

person shall be disqualified from the office of Director or prevented by such office from

contracting with the Company, either as vendor, purchaser or otherwise, nor shall any such

contract or any contract or transaction entered into by or on behalf of the Company in which

any Director shall be in any way interested be or be liable to be avoided, nor shall any

Director so contracting or being so interested be liable to account to the Company for any

profit realised by or arising in connection with any such contract or transaction by reason

of such Director holding office or of the fiduciary relationship thereby established. A Director

shall be at liberty to vote in respect of any contract or transaction in which he is interested

provided that the nature of the interest of any Director in any such contract or transaction

shall be disclosed by him at or prior to its consideration and any vote thereon.

33.5 A

general notice that a Director is a shareholder, director, officer or employee of any specified

firm or company and is to be regarded as interested in any transaction with such firm or

company shall be sufficient disclosure for the purposes of voting on a resolution in respect

of a contract or transaction in which he has an interest, and after such general notice it

shall not be necessary to give special notice relating to any particular transaction.

34. MINUTES

The

Directors shall cause minutes to be made in books kept for the purpose of recording all appointments of Officers made by the Directors,

all proceedings at meetings of the Company or the holders of any class of Shares and of the Directors, and of committees of the Directors,

including the names of the Directors present at each meeting.

35. DELEGATION

OF DIRECTORS’ POWERS

35.1 The

Directors may delegate any of their powers, authorities and discretions, including the power

to sub-delegate, to any committee consisting of one or more Directors (including, without

limitation, the Audit Committee, the Compensation Committee and the Nominating Committee).

Any such delegation may be made subject to any conditions the Directors may impose and either

collaterally with or to the exclusion of their own powers and any such delegation may be

revoked or altered by the Directors. Subject to any such conditions, the proceedings of a

committee of Directors shall be governed by the Articles regulating the proceedings of Directors,

so far as they are capable of applying.

35.2 The

Directors may establish any committees, local boards or agencies or appoint any person to

be a manager or agent for managing the affairs of the Company and may appoint any person

to be a member of such committees, local boards or agencies. Any such appointment may be

made subject to any conditions the Directors may impose, and either collaterally with or

to the exclusion of their own powers and any such appointment may be revoked or altered by

the Directors. Subject to any such conditions, the proceedings of any such committee, local

board or agency shall be governed by the Articles regulating the proceedings of Directors,

so far as they are capable of applying.

35.3 The

Directors may adopt formal written charters for committees and, if so adopted, shall review

and assess the adequacy of such formal written charters on an annual basis. Each of these

committees shall be empowered to do all things necessary to exercise the rights of such committee

set forth in the Articles and shall have such powers as the Directors may delegate pursuant

to the Articles and as required by the rules and regulations of the Designated Stock Exchange,

the Securities and Exchange Commission and/or any other competent regulatory authority or

otherwise under Applicable Law. Each of the Audit Committee, the Compensation Committee and

the Nominating Committee, if established, shall consist of such number of Directors as the

Directors shall from time to time determine (or such minimum number as may be required from

time to time by the rules and regulations of the Designated Stock Exchange, the Securities

and Exchange Commission and/or any other competent regulatory authority or otherwise under

Applicable Law). For so long as any class of Shares is listed on the Designated Stock Exchange,

the Audit Committee, the Compensation Committee and the Nominating Committee shall be made

up of such number of Independent Directors as is required from time to time by the rules

and regulations of the Designated Stock Exchange, the Securities and Exchange Commission

and/or any other competent regulatory authority or otherwise under Applicable Law.

35.4 The

Directors may by power of attorney or otherwise appoint any person to be the agent of the

Company on such conditions as the Directors may determine, provided that the delegation is

not to the exclusion of their own powers and may be revoked by the Directors at any time.

35.5 The

Directors may by power of attorney or otherwise appoint any company, firm, person or body

of persons, whether nominated directly or indirectly by the Directors, to be the attorney

or authorised signatory of the Company for such purpose and with such powers, authorities

and discretions (not exceeding those vested in or exercisable by the Directors under the

Articles) and for such period and subject to such conditions as they may think fit, and any

such powers of attorney or other appointment may contain such provisions for the protection

and convenience of persons dealing with any such attorneys or authorised signatories as the

Directors may think fit and may also authorise any such attorney or authorised signatory

to delegate all or any of the powers, authorities and discretions vested in him.

35.6 The

Directors may appoint such Officers as they consider necessary on such terms, at such remuneration

and to perform such duties, and subject to such provisions as to disqualification and removal

as the Directors may think fit. Unless otherwise specified in the terms of his appointment

an Officer may be removed by resolution of the Directors or Members. An Officer may vacate

his office at any time if he gives notice in writing to the Company that he resigns his office.

36. NO

MINIMUM SHAREHOLDING

The

Company in general meeting may fix a minimum shareholding required to be held by a Director, but unless and until such a shareholding

qualification is fixed a Director is not required to hold Shares.

37. REMUNERATION

OF DIRECTORS

37.1 The

remuneration to be paid to the Directors, if any, shall be such remuneration as the Directors

shall determine, provided that no cash remuneration shall be paid to any Director by the

Company prior to the consummation of a Business Combination. The Directors shall also, whether

prior to or after the consummation of a Business Combination, be entitled to be paid all

travelling, hotel and other expenses properly incurred by them in connection with their attendance

at meetings of Directors or committees of Directors, or general meetings of the Company,

or separate meetings of the holders of any class of Shares or debentures of the Company,

or otherwise in connection with the business of the Company or the discharge of their duties

as a Director, or to receive a fixed allowance in respect thereof as may be determined by

the Directors, or a combination partly of one such method and partly the other.

37.2 The

Directors may by resolution approve additional remuneration to any Director for any services

which in the opinion of the Directors go beyond his ordinary routine work as a Director.

Any fees paid to a Director who is also counsel, attorney or solicitor to the Company, or

otherwise serves it in a professional capacity shall be in addition to his remuneration as

a Director.

38. SEAL

38.1 The

Company may, if the Directors so determine, have a Seal. The Seal shall only be used by the

authority of the Directors or of a committee of the Directors authorised by the Directors.

Every instrument to which the Seal has been affixed shall be signed by at least one person

who shall be either a Director or some Officer or other person appointed by the Directors

for the purpose.

38.2 The

Company may have for use in any place or places outside the Cayman Islands a duplicate Seal

or Seals each of which shall be a facsimile of the common Seal of the Company and, if the

Directors so determine, with the addition on its face of the name of every place where it

is to be used.

38.3 A

Director or Officer, representative or attorney of the Company may without further authority

of the Directors affix the Seal over his signature alone to any document of the Company required

to be authenticated by him under seal or to be filed with the Registrar of Companies in the

Cayman Islands or elsewhere wheresoever.

39. DIVIDENDS,

DISTRIBUTIONS AND RESERVES

39.1 Subject

to the Statute and this Article and except as otherwise provided by the rights attached to

any Shares, the Directors may resolve to pay Dividends and other distributions on Shares

in issue and authorise payment of the Dividends or other distributions out of the funds of

the Company lawfully available therefor. A Dividend shall be deemed to be an interim Dividend

unless the terms of the resolution pursuant to which the Directors resolve to pay such Dividend

specifically state that such Dividend shall be a final Dividend. No Dividend or other distribution

shall be paid except out of the realised or unrealised profits of the Company, out of the

share premium account or as otherwise permitted by law.

39.2 Except

as otherwise provided by the rights attached to any Shares, all Dividends and other distributions

shall be paid according to the par value of the Shares that a Member holds. If any Share

is issued on terms providing that it shall rank for Dividend as from a particular date, that

Share shall rank for Dividend accordingly.

39.3 The

Directors may deduct from any Dividend or other distribution payable to any Member all sums

of money (if any) then payable by him to the Company on account of calls or otherwise.

39.4 The

Directors may resolve that any Dividend or other distribution be paid wholly or partly by

the distribution of specific assets and in particular (but without limitation) by the distribution

of shares, debentures, or securities of any other company or in any one or more of such ways

and where any difficulty arises in regard to such distribution, the Directors may settle

the same as they think expedient and in particular may issue fractional Shares and may fix

the value for distribution of such specific assets or any part thereof and may determine

that cash payments shall be made to any Members upon the basis of the value so fixed in order

to adjust the rights of all Members and may vest any such specific assets in trustees in

such manner as may seem expedient to the Directors.

39.5 Except

as otherwise provided by the rights attached to any Shares, Dividends and other distributions

may be paid in any currency. The Directors may determine the basis of conversion for any

currency conversions that may be required and how any costs involved are to be met.

39.6 The

Directors may, before resolving to pay any Dividend or other distribution, set aside such

sums as they think proper as a reserve or reserves which shall, at the discretion of the

Directors, be applicable for any purpose of the Company and pending such application may,

at the discretion of the Directors, be employed in the business of the Company.

39.7 Any

Dividend, other distribution, interest or other monies payable in cash in respect of Shares

may be paid by wire transfer to the holder or by cheque or warrant sent through the post

directed to the registered address of the holder or, in the case of joint holders, to the

registered address of the holder who is first named on the Register of Members or to such

person and to such address as such holder or joint holders may in writing direct. Every such

cheque or warrant shall be made payable to the order of the person to whom it is sent. Any

one of two or more joint holders may give effectual receipts for any Dividends, other distributions,

bonuses, or other monies payable in respect of the Share held by them as joint holders.

39.8 No

Dividend or other distribution shall bear interest against the Company.

39.9 Any

Dividend or other distribution which cannot be paid to a Member and/or which remains unclaimed

after six months from the date on which such Dividend or other distribution becomes payable

may, in the discretion of the Directors, be paid into a separate account in the Company’s

name, provided that the Company shall not be constituted as a trustee in respect of that

account and the Dividend or other distribution shall remain as a debt due to the Member.

Any Dividend or other distribution which remains unclaimed after a period of six years from

the date on which such Dividend or other distribution becomes payable shall be forfeited

and shall revert to the Company.

40. CAPITALISATION

The

Directors may at any time capitalise any sum standing to the credit of any of the Company’s reserve accounts or funds (including

the share premium account and capital redemption reserve fund) or any sum standing to the credit of the profit and loss account or otherwise

available for distribution; appropriate such sum to Members in the proportions in which such sum would have been divisible amongst such

Members had the same been a distribution of profits by way of Dividend or other distribution; and apply such sum on their behalf in paying

up in full unissued Shares for allotment and distribution credited as fully paid-up to and amongst them in the proportion aforesaid.

In such event the Directors shall do all acts and things required to give effect to such capitalisation, with full power given to the

Directors to make such provisions as they think fit in the case of Shares becoming distributable in fractions (including provisions whereby

the benefit of fractional entitlements accrue to the Company rather than to the Members concerned). The Directors may authorise any person

to enter on behalf of all of the Members interested into an agreement with the Company providing for such capitalisation and matters

incidental or relating thereto and any agreement made under such authority shall be effective and binding on all such Members and the

Company.

41. BOOKS

OF ACCOUNT

41.1 The

Directors shall cause proper books of account (including, where applicable, material underlying

documentation including contracts and invoices) to be kept with respect to all sums of money

received and expended by the Company and the matters in respect of which the receipt or expenditure

takes place, all sales and purchases of goods by the Company and the assets and liabilities

of the Company. Such books of account must be retained for a minimum period of five years

from the date on which they are prepared. Proper books shall not be deemed to be kept if

there are not kept such books of account as are necessary to give a true and fair view of

the state of the Company’s affairs and to explain its transactions.

41.2 The

Directors shall determine whether and to what extent and at what times and places and under

what conditions or regulations the accounts and books of the Company or any of them shall

be open to the inspection of Members not being Directors and no Member (not being a Director)

shall have any right of inspecting any account or book or document of the Company except

as conferred by Statute or authorised by the Directors or by the Company in general meeting.

41.3 The

Directors may cause to be prepared and to be laid before the Company in general meeting profit

and loss accounts, balance sheets, group accounts (if any) and such other reports and accounts

as may be required by law.

42. AUDIT

42.1 The

Directors may appoint an Auditor of the Company who shall hold office on such terms as the

Directors determine.

42.2 Without

prejudice to the freedom of the Directors to establish any other committee, if the Shares

(or depositary receipts therefor) are listed or quoted on the Designated Stock Exchange,

and if required by the rules and regulations of the Designated Stock Exchange, the Securities

and Exchange Commission and/or any other competent regulatory authority or otherwise under

Applicable Law, the Directors shall establish and maintain an Audit Committee as a committee

of the Directors and shall adopt a formal written Audit Committee charter and review and

assess the adequacy of the formal written charter on an annual basis. The composition and

responsibilities of the Audit Committee shall comply with the rules and regulations of the

Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent

regulatory authority or otherwise under Applicable Law.

42.3 If

the Shares (or depositary receipts therefor) are listed or quoted on the Designated Stock

Exchange, the Company shall conduct an appropriate review of all related party transactions

on an ongoing basis and shall utilise the Audit Committee for the review and approval of

potential conflicts of interest.

42.4 The

remuneration of the Auditor shall be fixed by the Audit Committee (if one exists).

42.5 If

the office of Auditor becomes vacant by resignation or death of the Auditor, or by his becoming

incapable of acting by reason of illness or other disability at a time when his services

are required, the Directors shall fill the vacancy and determine the remuneration of such

Auditor.

42.6 Every

Auditor of the Company shall have a right of access at all times to the books and accounts

and vouchers of the Company and shall be entitled to require from the Directors and Officers

such information and explanation as may be necessary for the performance of the duties of

the Auditor.

42.7 Auditors

shall, if so required by the Directors, make a report on the accounts of the Company during

their tenure of office at the next annual general meeting following their appointment in

the case of a company which is registered with the Registrar of Companies as an ordinary

company, and at the next extraordinary general meeting following their appointment in the

case of a company which is registered with the Registrar of Companies as an exempted company,

and at any other time during their term of office, upon request of the Directors or any general

meeting of the Members.

43. NOTICES

43.1 Notices

shall be in writing and may be given by the Company to any Member either personally or by

sending it by courier, post, cable, telex, fax or e-mail to him or to his address as shown

in the Register of Members (or where the notice is given by e-mail by sending it to the e-mail

address provided by such Member). Notice may also be served by Electronic Communication in

accordance with the rules and regulations of the Designated Stock Exchange, the Securities

and Exchange Commission and/or any other competent regulatory authority or by placing it

on the Company’s Website.

43.2 Where

a notice is sent by:

(a) courier;

service of the notice shall be deemed to be effected by delivery of the notice to a courier

company, and shall be deemed to have been received on the third day (not including Saturdays

or Sundays or public holidays) following the day on which the notice was delivered to the

courier;

(b) post;

service of the notice shall be deemed to be effected by properly addressing, pre paying and

posting a letter containing the notice, and shall be deemed to have been received on the

fifth day (not including Saturdays or Sundays or public holidays in the Cayman Islands) following

the day on which the notice was posted;

telex or fax; service of the notice shall be deemed to be effected by properly addressing

and sending such notice and shall be deemed to have been received on the same day that it

was transmitted;

(d) e-mail

or other Electronic Communication; service of the notice shall be deemed to be effected by

transmitting the e-mail to the e-mail address provided by the intended recipient and shall

be deemed to have been received on the same day that it was sent, and it shall not be necessary

for the receipt of the e-mail to be acknowledged by the recipient; and

(e) placing

it on the Company’s Website; service of the notice shall be deemed to have been effected

one hour after the notice or document was placed on the Company’s Website.

43.3 A

notice may be given by the Company to the person or persons which the Company has been advised

are entitled to a Share or Shares in consequence of the death or bankruptcy of a Member in

the same manner as other notices which are required to be given under the Articles and shall

be addressed to them by name, or by the title of representatives of the deceased, or trustee

of the bankrupt, or by any like description at the address supplied for that purpose by the

persons claiming to be so entitled, or at the option of the Company by giving the notice

in any manner in which the same might have been given if the death or bankruptcy had not

occurred.

43.4 Notice

of every general meeting shall be given in any manner authorised by the Articles to every

holder of Shares carrying an entitlement to receive such notice on the record date for such

meeting except that in the case of joint holders the notice shall be sufficient if given

to the joint holder first named in the Register of Members and every person upon whom the

ownership of a Share devolves by reason of his being a legal personal representative or a

trustee in bankruptcy of a Member where the Member but for his death or bankruptcy would

be entitled to receive notice of the meeting, and no other person shall be entitled to receive

notices of general meetings.

44. WINDING

44.1 If

the Company shall be wound up, the liquidator shall apply the assets of the Company in satisfaction

of creditors’ claims in such manner and order as such liquidator thinks fit. Subject

to the rights attaching to any Shares, in a winding up:

(a) if the

assets available for distribution amongst the Members shall be insufficient to repay the

whole of the Company’s issued share capital, such assets shall be distributed so that,

as nearly as may be, the losses shall be borne by the Members in proportion to the par value

of the Shares held by them; or

(b) if the

assets available for distribution amongst the Members shall be more than sufficient to repay

the whole of the Company’s issued share capital at the commencement of the winding

up, the surplus shall be distributed amongst the Members in proportion to the par value of

the Shares held by them at the commencement of the winding up subject to a deduction from

those Shares in respect of which there are monies due, of all monies payable to the Company

for unpaid calls or otherwise.

44.2 If

the Company shall be wound up the liquidator may, subject to the rights attaching to any

Shares and with the approval of a Special Resolution of the Company and any other approval

required by the Statute, divide amongst the Members in kind the whole or any part of the

assets of the Company (whether such assets shall consist of property of the same kind or

not) and may for that purpose value any assets and determine how the division shall be carried

out as between the Members or different classes of Members. The liquidator may, with the

like approval, vest the whole or any part of such assets in trustees upon such trusts for

the benefit of the Members as the liquidator, with the like approval, shall think fit, but

so that no Member shall be compelled to accept any asset upon which there is a liability.

45. INDEMNITY

AND INSURANCE

45.1 Every

Director and Officer (which for the avoidance of doubt, shall not include auditors of the

Company), together with every former Director and former Officer (each an “Indemnified

Person”) shall be indemnified out of the assets

of the Company against any liability, action, proceeding, claim, demand, costs, damages or

expenses, including legal expenses, whatsoever which they or any of them may incur as a result

of any act or failure to act in carrying out their functions other than such liability (if

any) that they may incur by reason of their own actual fraud, wilful neglect or wilful default.

No Indemnified Person shall be liable to the Company for any loss or damage incurred by the

Company as a result (whether direct or indirect) of the carrying out of their functions unless

that liability arises through the actual fraud, wilful neglect or wilful default of such

Indemnified Person. No person shall be found to have committed actual fraud, wilful neglect

or wilful default under this Article unless or until a court of competent jurisdiction shall

have made a finding to that effect.

45.2 The

Company shall advance to each Indemnified Person reasonable attorneys’ fees and other

costs and expenses incurred in connection with the defence of any action, suit, proceeding

or investigation involving such Indemnified Person for which indemnity will or could be sought.

In connection with any advance of any expenses hereunder, the Indemnified Person shall execute

an undertaking to repay the advanced amount to the Company if it shall be determined by final

judgment or other final adjudication that such Indemnified Person was not entitled to indemnification

pursuant to this Article. If it shall be determined by a final judgment or other final adjudication

that such Indemnified Person was not entitled to indemnification with respect to such judgment,

costs or expenses, then such party shall not be indemnified with respect to such judgment,

costs or expenses and any advancement shall be returned to the Company (without interest)

by the Indemnified Person.

45.3 The

Directors, on behalf of the Company, may purchase and maintain insurance for the benefit

of any Director or Officer against any liability which, by virtue of any rule of law, would

otherwise attach to such person in respect of any negligence, default, breach of duty or

breach of trust of which such person may be guilty in relation to the Company.

46. FINANCIAL

YEAR

Unless

the Directors otherwise prescribe, the financial year of the Company shall end on 31st December in each year and, following the year

of incorporation, shall begin on 1st January in each year.

47. TRANSFER

BY WAY OF CONTINUATION

47.1 If the Company is exempted as defined in the Statute, it shall, subject

to the provisions of the Statute and with the approval of a Special Resolution, have the power to register by way of continuation as a

body corporate under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands. For the purposes

of a Special Resolution to be passed pursuant to this Article, prior to the closing of a Business Combination, a holder of Class B Shares

shall have the right to one vote for every Class B Share of which he is the holder and a holder of Class A Shares shall not have the right

to vote in respect of any Class A Share of which he is the holder. For the avoidance of doubt, prior to the closing of a Business Combination,

holders of Class A Shares shall have no right to vote on the continuing the Company in a jurisdiction outside the Cayman Islands (including

any Special Resolution required to amend the Memorandum or Articles or to adopt new constitutional documents, in each case, as a result

of approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands).

47.2 Prior

to the closing a Business Combination, Article 47.1 may only be amended by a Special Resolution

which shall include the affirmative vote of a simple majority of the Class B Shares.

48. MERGERS

AND CONSOLIDATIONS

The Company

shall have the power to merge or consolidate with one or more other constituent companies (as defined in the Statute) upon such terms

as the Directors may determine and (to the extent required by the Statute) with the approval of a Special Resolution.

49. BUSINESS

COMBINATION

49.1 Notwithstanding

any other provision of the Articles, this Article shall apply during the period commencing

upon the adoption of the Articles and terminating upon the first to occur of the consummation

of a Business Combination and the full distribution of the Trust Account pursuant to this

Article. In the event of a conflict between this Article and any other Articles, the provisions

of this Article shall prevail.

49.2 Prior

to the consummation of a Business Combination, the Company shall either:

(a) submit

such Business Combination to its Members for approval; or

(b) provide

Members with the opportunity to have their Shares repurchased by means of a tender offer

for a per-Share repurchase price payable in cash, equal to the aggregate amount then on deposit

in the Trust Account, calculated as of two business days prior to the consummation of such

Business Combination, including interest earned on the Trust Account ((net of taxes paid

or payable, if any), divided by the number of then issued Public Shares. Such obligation

to repurchase Shares is subject to the completion of the proposed Business Combination to

which it relates.

49.3 If

the Company initiates any tender offer in accordance with Rule 13e-4 and Regulation 14E of

the Exchange Act in connection with a proposed Business Combination, it shall file tender

offer documents with the Securities and Exchange Commission prior to completing such Business

Combination which contain substantially the same financial and other information about such

Business Combination and the redemption rights as is required under Regulation 14A of the

Exchange Act. If, alternatively, the Company holds a general meeting to approve a proposed

Business Combination, the Company will conduct any redemptions in conjunction with a proxy

solicitation pursuant to Regulation 14A of the Exchange Act, and not pursuant to the tender

offer rules, and file proxy materials with the Securities and Exchange Commission.

49.4 At a general meeting called for the purposes of approving a Business

Combination pursuant to this Article, in the event that such Business Combination is approved by Ordinary Resolution, the Company shall

be authorised to consummate such Business Combination; provided that the Company shall not consummate such Business Combination unless

the Company has net tangible assets of at least US$5,000,001 immediately prior to, or upon such consummation of, or any greater net tangible

asset or cash requirement that may be contained in the agreement relating to, such Business Combination.

49.5 Any

Member holding Public Shares who is not the Sponsor, a Founder, Officer or Director may,

at least two business days’ prior to any vote on a Business Combination, elect to have

their Public Shares redeemed for cash, in accordance with any applicable requirements provided

for in the related proxy materials (the “IPO

Redemption”); provided that no such Member acting

together with any Affiliate of his or any other person with whom he is acting in concert

or as a partnership, limited partnership, syndicate, or other group for the purposes of acquiring,

holding, or disposing of Shares may exercise this redemption right with respect to more than

15 per cent of the Public Shares in the aggregate without the prior consent of the Company

and provided further that any beneficial holder of Public Shares on whose behalf a redemption

right is being exercised must identify itself to the Company in connection with any redemption

election in order to validly redeem such Public Shares. If so demanded, the Company shall

pay any such redeeming Member, regardless of whether he is voting for or against such proposed

Business Combination, a per-Share redemption price payable in cash, equal to the aggregate

amount then on deposit in the Trust Account calculated as of two business days prior to the

consummation of the Business Combination, including interest earned on the Trust Account

(such interest shall be net of taxes payable) and not previously released to the Company

to pay its taxes, divided by the number of then issued Public Shares (such redemption price

being referred to herein as the “Redemption Price”),

but only in the event that the applicable proposed Business Combination is approved and consummated.

49.6 A

Member may not withdraw a Redemption Notice once submitted to the Company unless the Directors

determine (in their sole discretion) to permit the withdrawal of such redemption request

(which they may do in whole or in part).

49.7 In

the event that the Company does not consummate a Business Combination by 12 months from the

consummation of the IPO, or such later time as the Members may approve in accordance with

the Articles (the “Business

Combination Longstop Date”), the Company shall:

(a) cease

all operations except for the purpose of winding up;

(b) as

promptly as reasonably possible but not more than ten business days thereafter, redeem the

Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then

on deposit in the Trust Account, including interest earned on the funds held in the Trust

Account and not previously released to the Company (less taxes payable and up to US$100,000

of interest to pay dissolution expenses), divided by the number of then Public Shares in

issue, which redemption will completely extinguish public Members’ rights as Members

(including the right to receive further liquidation distributions, if any); and

promptly as reasonably possible following such redemption, subject to the approval of the

Company’s remaining Members and the Directors, liquidate and dissolve,

subject

in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of Applicable Law.

49.8 In

the event that any amendment is made to this Article:

(a) to

modify the substance or timing of the Company’s obligation to allow redemption in connection

with a Business Combination or redeem 100 per cent of the Public Shares if the Company does

not consummate a Business Combination on or before the Business Combination Longstop Date;

(b) with

respect to any other provision relating to Members’ rights or pre-Business Combination

activity,

each

holder of Public Shares who is not the Sponsor, a Founder, Officer or Director shall be provided with the opportunity to redeem their

Public Shares upon the approval or effectiveness of any such amendment at a per-Share price, payable in cash, equal to the aggregate

amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released

to the Company to pay its taxes, divided by the number of then outstanding Public Shares.

49.9 A

holder of Public Shares shall be entitled to receive distributions from the Trust Account

only in the event of an IPO Redemption, a repurchase of Shares by means of a tender offer

pursuant to this Article, or a distribution of the Trust Account pursuant to this Article.

In no other circumstance shall a holder of Public Shares have any right or interest of any

kind in the Trust Account.

49.10 After

the issue of Public Shares, and prior to the consummation of a Business Combination, the

Company shall not issue additional Shares or any other securities that would entitle the

holders thereof to:

(a) receive

funds from the Trust Account; or

(b) vote

as a class with Public Shares on a Business Combination.

49.11 A

Director may vote in respect of a Business Combination in which such Director has a conflict

of interest with respect to the evaluation of such Business Combination. Such Director must

disclose such interest or conflict to the other Directors.

49.12 As

long as the securities of the Company are listed on any Designated Stock Exchange, the Company

must complete one or more Business Combinations having an aggregate fair market value of

at least 80 per cent of the assets held in the Trust Account (net of amounts previously disbursed

to the Company’s management for taxes and excluding the amount of deferred underwriting

discounts held in the Trust Account) at the time of the Company’s signing a definitive

agreement in connection with a Business Combination. A Business Combination must not be effectuated

with another blank cheque company or a similar company with nominal operations.

49.13 The Company may enter into a Business Combination with a target business

that is Affiliated with the Sponsor, a Founder, a Director or an Officer. In the event the Company seeks to consummate a Business Combination

with a target that is Affiliated with the Sponsor, a Founder, a Director or an Officer, the Company, or a committee of Independent Directors,

will obtain an opinion from: (i) an independent investment banking firm or another independent firm that commonly renders valuation opinions

for the type of target business the Company is seeking to acquire or an independent accounting firm, that such a Business Combination

is fair to the Company from a financial point of view; and (ii) the approval of a majority of disinterested and independent directors

(as the case may be at relevant time).

50. BUSINESS

OPPORTUNITIES

50.1 To

the fullest extent permitted by Applicable Law, no individual serving as a Director or an

Officer (“Management”)

shall have any duty, except and to the extent expressly assumed by contract, to refrain from

engaging directly or indirectly in the same or similar business activities or lines of business

as the Company. To the fullest extent permitted by Applicable Law, the Company renounces

any interest or expectancy of the Company in, or in being offered an opportunity to participate

in, any potential transaction or matter which may be a corporate opportunity for Management,

on the one hand, and the Company, on the other. Except to the extent expressly assumed by

contract, to the fullest extent permitted by Applicable Law, Management shall have no duty

to communicate or offer any such corporate opportunity to the Company and shall not be liable

to the Company or its Members for breach of any fiduciary duty as a Member, Director and/or

Officer solely by reason of the fact that such party pursues or acquires such corporate opportunity

for itself, himself or herself, directs such corporate opportunity to another person, or

does not communicate information regarding such corporate opportunity to the Company.

50.2 Except

as provided elsewhere in this Article, the Company hereby renounces any interest or expectancy

of the Company in, or in being offered an opportunity to participate in, any potential transaction

or matter which may be a corporate opportunity for both the Company and Management, about

which a Director and/or Officer who is also a member of Management acquires knowledge.

50.3 To

the extent a court might hold that the conduct of any activity related to a corporate opportunity

that is renounced in this Article to be a breach of duty to the Company or its Members, the

Company hereby waives, to the fullest extent permitted by Applicable Law, any and all claims

and causes of action that the Company may have for such activities. To the fullest extent

permitted by Applicable Law, the provisions of this Article apply equally to activities conducted

in the future and that have been conducted in the past.

EX-4.1 — WARRANT AGREEMENT, DATED AUGUST 17, 2026, BY AND BETWEEN THE COMPANY AND EFFICIENCY , INC

EX-4.1

Filename: ea030282701ex4-1.htm · Sequence: 4

Exhibit 4.1

WARRANT AGREEMENT

THIS WARRANT AGREEMENT (this “Agreement”),

dated as of August 17, 2026, is by and between NorthStrive Acquisition Corp I., a Cayman Islands exempted company with limited liability

(the “Company”), and VStock Transfer LLC, a California limited liability company, as warrant agent (in such

capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).

WHEREAS, the Company is engaged in an initial

public offering (the “Offering”) of units of the Company’s equity securities (the “Units”),

each such unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (“Class A Shares”),

one redeemable Public Warrant (as defined below) and one right to receive one-fourth (1/4) of a Class A Share (the “Public

Rights”) and, in connection therewith, has determined to issue and deliver up to 10,000,000 warrants (or up to 11,500,000

warrants if the underwriters’ option to purchase additional Units (the “Over-allotment Option”) is exercised

in full) to public investors in the Offering (the “Public Warrants”);

WHEREAS, the Company entered into that

certain Private Placement Units Purchase Agreement with NorthStrive Sponsor I LLC, a Delaware limited liability company (the “Sponsor”),

pursuant to which the Sponsor agreed to purchase an aggregate of 231,750 private placement units (or up to 246,750 private placement units

if the Over-allotment Option is exercised in full) simultaneously with the closing of the Offering (the “Private Placement

Units”) at a purchase price of $10.00 per Private Placement Unit, and in connection therewith, the issuance of up to 231,750

warrants (or up to 246,750 warrants if the Over-allotment Option is exercised in full) underlying the Private Placement Units (the “Private

Placement Warrants”), each bearing the legend set forth in Exhibit A hereto;

WHEREAS, the Company was incorporated for

the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business

combination with one or more businesses (a “Business Combination”);

WHEREAS, in order to finance the Company’s

transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or the Company’s

officers and directors (collectively, the “Initial Purchasers”) may, but are not obligated to, loan to the Company

funds as the Company may require, of which up to a dollar amount of such loans may be convertible into up to an additional a certain number

of units at a price of $10.00 per unit (the “Working Capital Units”), which will be identical to the Private

Placement Units, and in connection with the issuance of Working Capital Units, the issuance of up to a certain number of warrants (the

“Working Capital Warrants” and, together with the Public Warrants and the Private Placement Warrants, the “Warrants”);

WHEREAS, each whole Warrant entitles the

holder thereof to purchase one Class A Share at a price of $11.50 per share, subject to adjustment as described herein;

WHEREAS, the Company has filed with the

U.S. Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1, File No. 333-297611

(the “Registration Statement”), and a prospectus (the “Prospectus”), for the registration,

under the Securities Act of 1933, as amended (the “Securities Act”), of the Units, the Public Warrants and the

Class A Shares included in the Units;

WHEREAS, the Company desires the Warrant

Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer,

exchange, redemption and exercise of the Warrants;

WHEREAS, the Company desires to provide

for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation

of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and

WHEREAS, all acts and things have been

done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf

of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and

delivery of this Agreement.

NOW, THEREFORE, in consideration of the

mutual agreements herein contained, the parties hereto agree as follows:

Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.

Warrants.

2.1.

Form of Warrant. Each Warrant shall be issued in registered form only, and, if a physical certificate is issued, shall be in substantially the form of Exhibit B hereto, the provisions of which are incorporated herein and shall be signed by, or bear the electronic or facsimile signature of, the Chairperson of the Company’s board of directors (the “Board”), director or officer of the Company. In the event the person whose electronic or facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”).

2.2.

Effect of Countersignature. If a physical certificate is issued, unless and until countersigned by the Warrant Agent pursuant to this Agreement, a Warrant certificate shall be invalid and of no effect and may not be exercised by the holder thereof.

2.3.

Registration.

2.3.1.

Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more Book-Entry Warrant Certificates deposited with The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., a nominee of the Depositary. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary (each such institution, with respect to a Warrant in its account, a “Participant”).

If the Depositary subsequently ceases to make

its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other

arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have

the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to

the Warrant Agent each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary definitive

certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”). Such Definitive Warrant

Certificate shall be in the form annexed hereto as Exhibit B, with appropriate insertions, modifications and omissions, as provided

above.

2.3.2.

Registered Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the person in whose name such Warrant is registered in the Warrant Register (the “Registered Holder”) as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on a Definitive Warrant Certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

2.4.

Detachability of Warrants. The Class A Shares, the Public Rights and Public Warrants comprising the Units shall begin separate trading on the 52nd day following the date of the Prospectus or, if such 52nd day is not on a day, other than a Saturday, Sunday or federal holiday, on which banks in New York City are generally open for normal business (a “Business Day”), then on the immediately succeeding Business Day following such date, or earlier (the “Detachment Date”) with the consent of D. Boral Capital LLC, as representative of the several underwriters, but in no event shall the Class A Shares, the Public Rights and the Public Warrants comprising the Units be separately traded until the Company issues a press release and files with the Commission a Current Report on Form 8-K announcing when such separate trading shall begin. The Private Placement Units shall be eligible to be separated into their component Class A Shares and Warrants on the Detachment Date. Holders of Warrants shall contact the Transfer Agent in order to effect such separation.

2.5.

Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants and Working Capital Warrants shall be identical to the Public Warrants, except that until the date that is thirty (30) days after the completion by the Company of an initial Business Combination the Private Placement Warrants and the Working Capital Warrants may not be transferred, assigned or sold by the holders thereof, other than:

2.5.1.

to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates;

2.5.2.

in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization;

2.5.3.

in the case of an individual, by virtue of the laws of descent and distribution upon death of such person;

2.5.4.

in the case of an individual, pursuant to a qualified domestic relations order;

2.5.5.

by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the timeframe for the Company to consummate a Business Combination or in connection with the consummation of an initial Business Combination at prices no greater than the price at which the Warrants were originally purchased;

2.5.6

by pro rata distributions from the Sponsor to its members, partners or stockholders pursuant to the Sponsor’s limited liability company agreement or other charter documents;

2.5.7.

by virtue of the laws of the Cayman Islands or the limited liability company agreement of the Sponsor upon dissolution of the Sponsor;

2.5.8.

in the event of the Company’s liquidation prior to the consummation of a Business Combination;

2.5.9.

to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses 2.6.1 through 2.6.7 above;

2.5.10

to the Company for no value for cancellation in connection with the consummation of an initial Business Combination; and

2.5.11.

in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A Shares for cash, securities or other property; provided, however, that, in the case of clauses 2.6.1 through 2.6.7, and 2.6.9 these transferees (the “Permitted Transferees”) enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor, and the Company’s officers and directors.

2.6.

Working Capital Warrants. Each of the Working Capital Warrants shall be identical to the Private Placement Warrants.

Terms and Exercise of Warrants.

3.1.

Warrant Price. Each whole Warrant shall entitle the Registered Holder thereof, subject to the provisions of such Warrant and of this Agreement, including without limitation, subsection 3.3.5, to purchase from the Company the number of Class A Shares stated therein, at the price of $11.50 per share, subject to the adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1. The term “Warrant Price” as used in this Agreement shall mean the price per share (including in cash or by payment of Warrants pursuant to a “cashless exercise,” to the extent permitted hereunder) described in the prior sentence at which the Class A Shares may be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not less than twenty (20) Business Days (unless otherwise required by the Commission, any national securities exchange on which the Warrants are listed or applicable law), provided, that the Company shall provide at least three (3) days’ prior written notice of such reduction to Registered Holders of the Warrants and, provided further that any such reduction shall be identical among all of the Warrants.

3.2.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) commencing on the later of (a) 12 months from the date hereof, or (b) the completion of the initial Business Combination, and terminating on the earliest to occur of: (x) 5:00 p.m., New York City time on the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company, and (z) with respect to a redemption pursuant to Section 6.1 hereof, 5:00 p.m., New York City time on the Redemption Date (as defined below) as provided in Section 6.2 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being available. Each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m. New York City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants and, provided further that any such extension shall be identical in duration among all the Warrants.

3.3.

Exercise of Warrants.

3.3.1.

Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Class A Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each Class A Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Shares and the issuance of such Class A Shares, as follows:

(a)

in lawful money of the United States, in good bank draft or good certified check payable to the order of the Company or by wire transfer of immediately available funds;

(b)

in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average reported closing price of the Class A Shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof; or

(c)

on a cashless basis as provided in Section 7.4 hereof.

3.3.2.

Issuance of Class A Shares on Exercise. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered Holder of such Warrant a book-entry position or certificate, as applicable, for the number of Class A Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new book-entry position or countersigned Warrant, as applicable, for the number of Class A Shares as to which such Warrant shall not have been exercised. If fewer than all the Warrants evidenced by a Book-Entry Warrant Certificate are exercised, a notation shall be made to the records maintained by the Depositary, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance of the Warrants remaining after such exercise. Notwithstanding the foregoing, the Company shall not be obligated to deliver any Class A Shares pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the Class A Shares underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations under Section 7.4 or a valid exemption from registration is available. No Warrant shall be exercisable and the Company shall not be obligated to issue Class A Shares upon exercise of a Warrant unless the Class A Shares issuable upon such Warrant exercise have been registered, qualified or deemed to be exempt from registration or qualification under the securities laws of the state of residence of the Registered Holder of the Warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant. In no event will the Company be required to net cash settle the Warrant exercise. The Company may require holders of Public Warrants to settle the Warrant on a “cashless basis” pursuant to Section 7.4. If, by reason of any exercise of Warrants on a “cashless basis,” the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a Class A Share, the Company shall round down to the nearest whole number, the number of Class A Shares to be issued to such holder.

3.3.3.

Valid Issuance. All Class A Shares issued upon the proper exercise of a Warrant in conformity with this Agreement and registered in the Company’s register of members shall be validly issued, fully paid and non-assessable.

3.3.4.

Date of Issuance. Each person in whose name any book-entry position or certificate, as applicable, for Class A Shares is issued shall for all purposes be deemed to have become the holder of record of such Class A Shares on the date on which the issuance of the Class A Shares is entered into the register of members of the Company.

3.3.5.

Maximum Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or it makes such election. If the election is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates) or any “group” of which the holder or its affiliate is a member, would beneficially own in excess of 4.9% or 9.8% (or such other amount as a holder may specify)(the “Maximum Percentage”) of the Class A Shares outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of Class A Shares beneficially owned by such person and its affiliates, or any group of which such person and its affiliates is a member, shall include the number of Class A Shares issuable upon exercise of the Warrant with respect to which the determination of such sentence is being made, but shall exclude Class A Shares that would be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates, or any group of which any such person or its affiliates is a member, and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such person and its affiliates, or any group of which such person or its affiliates is a member (including, without limitation, any convertible notes or convertible preferred shares or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the applicable regulations of the Commission. For purposes hereof, “group” has the meaning set forth in Section 13(d) of the Exchange Act and applicable regulations of the Commission, and the percentage held by the holder shall be determined in a manner consistent with the provisions of Section 13(d) of the Exchange Act. To the extent that a holder makes the election described in this subsection 3.3.5, the Warrant Agent shall not effect the exercise of the holder’s Warrant, and such holder shall not have the right to exercise such Warrant unless it provides to the Warrant Agent in its Election to Purchase, a certification that, upon after giving effect to such exercise, such person (together with such person’s affiliates) or any “group” of which such holder or its affiliates is a member, would not beneficially own in excess of the Maximum Percentage of the Class A Shares outstanding immediately after giving effect to such exercise as determined in accordance with this subsection 3.3.5. For purposes of the Warrant, in determining the number of outstanding Class A Shares, the holder may rely on the number of outstanding Class A Shares as reflected in (1) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the Commission as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the Transfer Agent setting forth the number of Class A Shares outstanding. For any reason at any time, upon the written request of the holder of the Warrant, the Company shall, within two (2) Business Days, confirm orally and in writing to such holder the number of Class A Shares then outstanding. In any case, the number of outstanding Class A Shares shall be determined

after giving effect to the conversion or exercise of equity securities of the Company by the holder and its affiliates since the date as of which such number of outstanding Class A Shares was reported. By written notice to the Company, the holder of a Warrant may from time to time increase or decrease the Maximum Percentage applicable to such holder to any other percentage specified in such notice; provided, however, that any such increase shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company.

Adjustments.

4.1.

Share Capitalizations.

4.1.1.

Sub-division. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding Class A Shares is increased by a share capitalization payable in Class A Shares, or by a sub-division of Class A Shares or other similar event, then, on the effective date of such share capitalization, sub-division or similar event, the number of Class A Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding Class A Shares. A rights offering made to all or substantially all holders of the Class A Shares entitling holders to purchase Class A Shares at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a share capitalization of a number of Class A Shares equal to the product of (i) the number of Class A Shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A Shares) and (ii) the quotient of (x) the price per Class A Share paid in such rights offering divided by (y) the Historical Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Class A Shares, in determining the price payable for Class A Shares, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Historical Fair Market Value” means the volume weighted average price of the Class A Shares as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the Class A Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No Class A Shares shall be issued at less than their par value.

4.1.2.

Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to all or substantially all of the holders of Class A Shares on account of such Class A Shares (or other shares of the Company’s share capital into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of Class A Shares in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of Class A Shares in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (as amended from time to time, the “Charter”) (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial business combination or to redeem 100% of the Class A Shares included in the Units sold in the Offering (the “Public Shares”) if the Company does not complete the Business Combination within the period set forth in the Charter or (B) with respect to any other material provisions relating to the rights of holders of Class A Shares or pre-initial Business Combination activity or (e) in connection with the redemption of Public Shares upon the failure of the Company to complete its initial Business Combination within the period set forth in the Charter and any subsequent distribution of its assets upon its liquidation and dissolution (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Board, in good faith) of any securities or other assets paid on each Class A Share in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all other cash dividends and cash distributions paid on the Class A Shares during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Class A Shares issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering) but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50. Solely for purposes of illustration, if the Company, at a time while the Warrants are outstanding and unexpired, pays a cash dividend of $0.50 and previously paid an aggregate of $0.0 of cash dividends and cash distributions on the Class A Shares during the 365-day period ending on the date of declaration of such $0.50 dividend, then the Warrant Price will be decreased, effectively immediately after the effective date of such $0.50 dividend, by $0.50 (the absolute value of the difference between $0.00 (the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period, including such $0.50 dividend) and $0.50 (the greater of (x) $0.50 and (y) the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period prior to such $0.50 dividend)).

4.2.

Aggregation of Shares. If after the date hereof, and subject to the provisions of Section 4.6 hereof, the number of outstanding Class A Shares is decreased by a consolidation, combination, reverse share sub-division or reclassification of Class A Shares or other similar event, then, on the effective date of such consolidation, combination, reverse share sub-division, reclassification or similar event, the number of Class A Shares issuable on exercise of each Warrant shall be decreased in proportion to such decrease in outstanding Class A Shares.

4.3.

Adjustments in Warrant Price.

4.3.1.

Whenever the number of Class A Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Shares so purchasable immediately thereafter.

4.3.2.

If (x) the Company issues additional Class A Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Share (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the initial shareholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Shares (as defined below) held by such shareholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described in Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

4.4.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Class A Shares (other than a change covered by subsections 4.1.1, 4.1.2 or Section 4.2 hereof or that solely affects the par value of such Class A Shares), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and is not a subsidiary of another entity whose shareholders did not own all or substantially all of the Class A Shares of the Company in substantially the same proportions immediately before such transaction and that does not result in any reclassification or reorganization of the outstanding Class A Shares), or in the case of any sale or conveyance to another entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Class A Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative Issuance”); provided, however, that if the holders of the Class A Shares were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which each Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders of the Class A Shares in such consolidation or merger that affirmatively make such election; provided, further, that if less than seventy percent (70%) of the consideration receivable by the holders of the Class A Shares in the applicable event is payable in the form of ordinary shares in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the Registered Holder properly exercises the Warrant within thirty (30) days following the public disclosure of the consummation of such applicable event by the Company pursuant to a current report on Form 8-K filed with the Commission, the Warrant Price shall be reduced by an amount (in dollars) equal to the difference of (i) the Warrant Price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) (but in no event less than zero) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value” means the value of a Warrant immediately prior to the consummation of the applicable event based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets (“Bloomberg”), as calculated by an accounting, appraisal, investment banking firm or consultant of nationally recognized standing that is, in the good faith judgment of the Board, qualified to make such calculation. For purposes of calculating such amount, (1) Section 6.1 shall be taken into account, (2) the price of each Class A Share shall be the 10-Day Average Closing Price as of the effective date of the applicable event, (3) the assumed volatility shall be the ninety (90) day volatility obtained from the HVT function on Bloomberg

determined as of the trading day immediately prior to the day of the announcement of the applicable event, and (4) the assumed risk-free interest rate shall correspond to the U.S. Treasury rate for a period equal to the remaining term of the Warrant. “Per Share Consideration” means (i) if the consideration paid to holders of the Class A Shares consists exclusively of cash, the amount of such cash per Class A Share, and (ii) in all other cases, the average last reported sale price of the Class A Shares as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in Class A ordinary shares covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

4.5.

Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of Class A Shares issuable upon exercise of a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and the increase or decrease, if any, in the number of Class A Shares purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3 or 4.4, the Company shall give written notice of the occurrence of such event to each holder of a Warrant, at the last address set forth for such holder in the Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.

4.6.

No Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue fractional Class A Shares upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise, round down to the nearest whole number the number of Class A Shares to be issued to such holder.

4.7.

Form of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued after such adjustment may state the same Warrant Price and the same number of Class A Shares as is stated in the Warrants initially issued pursuant to this Agreement; provided, however, that the Company may at any time in its sole discretion make any change in the form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.

4.8.

Other Events. In case any event shall occur affecting the Company as to which none of the provisions of the preceding subsections of this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case, the Company shall appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized national standing, which shall give its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary to effectuate the intent and purpose of this Section 4 and, if they determine that an adjustment is necessary, the terms of such adjustment. The Company shall adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended in such opinion. For the avoidance of doubt, all adjustments made pursuant to this Section 4.8 shall be made equally to all outstanding Warrants.

4.9.

No Adjustment. For the avoidance of doubt, no adjustment shall be made to the terms of the Warrants solely as a result of an adjustment to the conversion ratio of the Company’s Class B ordinary shares (the “Class B Ordinary Shares”) into Class A Shares or the conversion of the Class B Ordinary Shares into Class A Shares, in each case, pursuant to the Charter.

Transfer and Exchange of Warrants.

5.1.

Registration of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register, upon surrender of such Warrant for transfer, in the case of a certificated Warrant, properly endorsed with signatures properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent.

5.2.

Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that except as otherwise provided herein or in any Book-Entry Warrant Certificate or Definitive Warrant Certificate, each Book-Entry Warrant Certificate and Definitive Warrant Certificate may be transferred only in whole and only to the Depositary, to another nominee of the Depositary, to a successor depository, or to a nominee of a successor depository; provided further, however, that in the event that a Warrant surrendered for transfer bears a restrictive legend (as in the case of the Private Placement Warrants and the Working Capital Warrants), the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange thereof until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend.

5.3.

Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.

5.4.

Transfer of Warrants. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with the Unit in which such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit. Furthermore, each transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants included in such Unit. Notwithstanding the foregoing, the provisions of this Section 5.5 shall have no effect on any transfer of Warrants on and after the Detachment Date.

Redemption.

6.1.

Redemption of Warrants for Cash. All, but not less than all, of the outstanding Warrants may be redeemed (in whole and not in part), at the option of the Company, at any time during the Exercise Period, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.2 below, at a Redemption Price (as defined below) of $0.01 per Warrant; provided that (a) the Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof) and (b) there is an effective registration statement covering the Class A Shares issuable upon exercise of the Warrants, and a current prospectus relating thereto, available throughout the Measurement Period and the 30-day Redemption Period (each as defined in Section 6.2 below).

6.2.

Date Fixed for, and Notice of, Redemption; Redemption Price; Reference Value. In the event that the Company elects to redeem the Warrants pursuant to Section 6.1, the Company shall fix a date for the redemption (the “Redemption Date”). Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not less than thirty (30) days prior to the Redemption Date (such period, the “Redemption Period”) to the Registered Holders of the Warrants to be redeemed at their last addresses as they shall appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the Registered Holder received such notice. As used in this Agreement, (a) “Redemption Price” shall mean the price per Warrant at which any Warrants are redeemed pursuant to Sections 6.1 and (b) “Reference Value” shall mean the last reported sales price of the Class A Shares for any twenty (20) trading days within the thirty (30) trading-day period commencing at least 30 days after the completion of the initial Business Combination and ending on the third trading day prior to the date on which notice of the redemption is given (the “Measurement Period”).

6.3.

Exercise After Notice of Redemption. The Warrants may be exercised, for cash (or on a “cashless basis” in accordance with Section 3 of this Agreement) at any time after notice of redemption shall have been given by the Company pursuant to Section 6.2 hereof and prior to the Redemption Date. In the event the Company determines to require all holders of Warrants to exercise their Warrants on a “cashless basis” pursuant to subsection 3.3.1(b), the notice of redemption will contain the information necessary to calculate the number of Class A Shares to be received upon exercise of the Warrants, including the “Fair Market Value” (as such term is defined in subsection 3.3.1(b) hereof) in such case. On and after the Redemption Date, the record holder of the Warrants shall have no further rights except to receive, upon surrender of the Warrants, the Redemption Price.

Other Provisions Relating to Rights of Holders of Warrants.

7.1.

No Rights as Shareholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a shareholder of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as shareholders in respect of the meetings of shareholders or the election of directors of the Company or any other matter.

7.2.

Lost, Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.

7.3.

Reservation of Class A Shares. The Company shall at all times reserve and keep available a number of its authorized but unissued Class A Shares that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.

7.4.

Registration of Class A Shares; Cashless Exercise at Company’s Option.

7.4.1.

Registration of the Class A Shares. The Company agrees that as soon as practicable, but in no event later than twenty (20) Business Days after the closing of its initial Business Combination, it shall use its commercially reasonable efforts to file with the Commission a post-effective amendment to the Registration Statement, or a new registration statement registering, under the Securities Act, the issuance of the Class A Shares issuable upon exercise of the Warrants. The Company shall use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such post-effective amendment or registration statement, and a current prospectus relating thereto, until the expiration or redemption of the Warrants in accordance with the provisions of this Agreement. If any such post-effective or registration statement has not been declared effective by the sixtieth (60th) Business Day following the closing of the initial Business Combination, holders of the Warrants shall have the right, during the period beginning on the sixty-first (61st) Business Day after the closing of the initial Business Combination and ending upon such post-effective amendment or registration statement being declared effective by the Commission, and during any other period when the Company shall fail to have maintained an effective registration statement covering the Class A Shares issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,” by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) or another exemption) for that number of Class A Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value” (as defined below) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 7.4.1, “Fair Market Value” shall mean the average reported closing price of the Class A Shares as reported during the ten (10) trading day period ending on the third (3rd) trading day prior to the date that notice of exercise is received by the Warrant Agent from the holder of such Warrants or its securities broker or intermediary. The date that notice of “cashless exercise” is received by the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection with the “cashless exercise” of a Public Warrant, the Company shall, upon request, provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a “cashless basis” in accordance with this subsection 7.4.1 is not required to be registered under the Securities Act and (ii) the Class A Shares issued upon such exercise shall be freely tradable under United States federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Securities Act (or any successor rule)) of the Company and, accordingly, shall not be required to bear a restrictive legend. Except as provided in subsection 7.4.2, for the avoidance of any doubt, unless and until all of the Warrants have been exercised or have expired, the Company shall continue to be obligated to comply with its registration obligations under the first three sentences of this subsection 7.4.1.

7.4.2.

Cashless Exercise at Company’s Option. If the Class A Shares are at the time of any exercise of a Warrant not listed on a national securities exchange such that they satisfy the definition of “covered securities” under Section 18(b)(1) of the Securities Act (or any successor rule), the Company may, at its option, require holders of Warrants who exercise their Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) as described in subsection 7.4.1 and (i) in the event the Company so elects, the Company shall not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Class A Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or (ii) if the Company does not so file or maintain such registration statement, the Company agrees to use its commercially reasonable efforts to register or qualify for sale the Class A Shares issuable upon exercise of the Public Warrants under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Concerning the Warrant Agent and Other Matters.

8.1.

Payment of Taxes. The Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect of the issuance or delivery of Class A Shares upon the exercise of the Warrants, but the Company shall not be obligated to pay any transfer taxes in respect of the Warrants or such Class A Shares.

8.2.

Resignation, Consolidation, or Merger of Warrant Agent.

8.2.1.

Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of a Warrant (who shall, with such notice, submit his, her or its Warrant for inspection by the Company), then the holder of any Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation or other entity organized and existing under the laws of the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.

8.2.2.

Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor Warrant Agent and the Transfer Agent for the Class A Shares not later than the effective date of any such appointment.

8.2.3.

Merger or Consolidation of Warrant Agent. Any entity into which the Warrant Agent may be merged or with which it may be consolidated or any entity resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant Agent under this Agreement without any further act.

8.3.

Fees and Expenses of Warrant Agent.

8.3.1.

Remuneration. The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and shall, pursuant to its obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the execution of its duties hereunder.

8.3.2.

Further Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the carrying out or performing of the provisions of this Agreement.

8.4.

Liability of Warrant Agent.

8.4.1.

Reliance on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a statement signed by the any director or officer of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.

8.4.2.

Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct, fraud or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, out of pocket costs and reasonable outside counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct, fraud or bad faith. Anything in this Agreement to the contrary notwithstanding, in no event shall Warrant Agent be liable for special, indirect, incidental, consequential or punitive losses or damages of any kind whatsoever (including but not limited to lost profits), even if the Warrant Agent has been advised of the possibility of such losses or damages and regardless of the form of action. Any liability of the Warrant Agent will be limited in the aggregate to the amount of fees paid by the Company hereunder. The Warrant Agent shall not be liable for any failures, delays or losses, arising directly or indirectly out of conditions beyond its reasonable control including, but not limited to, acts of government, exchange or market ruling, suspension of trading, work stoppages or labor disputes, fires, civil disobedience, riots, rebellions, storms, electrical or mechanical failure, computer hardware or software failure, communications facilities failures including telephone failure, war, terrorism, insurrection, earthquakes, floods, acts of God or similar occurrences.

8.4.3.

Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any Class A Shares to be issued pursuant to this Agreement or any Warrant or as to whether any Class A Shares shall, when issued, be valid and fully paid and non-assessable.

8.5.

Acceptance of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms and conditions herein set forth and among other things, shall account promptly to the Company with respect to Warrants exercised and concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase of Class A Shares through the exercise of the Warrants.

8.6.

Waiver. The Warrant Agent has no right of set-off or any other right, title, interest or claim of any kind (“Claim”) in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and Equiniti Trust Company, LLC, a New York limited liability trust company, as trustee thereunder) and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. The Warrant Agent hereby irrevocably waives any and all Claims against the Trust Account, including any monies therein or any distribution therefrom, and any and all rights to seek access to the Trust Account.

Miscellaneous Provisions.

9.1.

Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their respective successors and assigns.

9.2.

Notices. Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Company with the Warrant Agent), as follows:

NORTHSTRIVE ACQUISITION CORP I.

120 Newport Center Drive

Newport Beach, CA 92660

Attn: Michel Tamer, Chief Executive Officer

Email: tamer.m@northstrive.com

Any notice, statement or demand authorized by

this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently given

when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after

deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company),

as follows:

VStock Transfer LLC

18 Lafayette Place

Woodmere, NY 11598

Email: action@vstocktransfer.com

Compliance: compliance@vstocktransfer.com

in each case, with copies to:

DLA Piper LLP (US)

55 Mission Street, Suite 2400

San Francisco, CA 94105

Attn: Jeffrey Selman, Esq.; Elena Nrtina, Esq.

Email: Jeffrey.Selman@us.dlapiper.com;

Elena.Nrtina@us.dlapiper.com

D. Boral Capital LLC

590 Madison Avenue, 39th Floor

New York, New York 10022

Attn: Mr. Gaurav Verma, Co-Head of Investment

Banking

Email: gverma@dboralcapital.com

and

Sichenzia Ross Ference Carmel LLP

1185 Avenue of the Americas, 26th Floor

New York, NY 10036

(212) 930-9700

Attn: Ross D. Carmel, Esq.

Email: rcarmel@srfc.law

9.3.

Applicable Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement, including under the Securities Act, shall be brought and enforced in the courts of the State of New York located in Borough of Manhattan, County of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 9.3. If any action, the subject matter of which is within the scope the forum provisions above, is filed in a court other than a court located within the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any warrant holder, such warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

9.4.

Persons Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any person, corporation or other entity other than the parties hereto and the Registered Holders of the Warrants any right, remedy, or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and assigns and of the Registered Holders of the Warrants.

9.5.

Examination of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent in the Borough of Manhattan, City and State of New York, for inspection by the Registered Holder of any Warrant. The Warrant Agent may require any such holder to submit such holder’s Warrant for inspection by the Warrant Agent.

9.6.

Counterparts. This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

9.7.

Effect of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation thereof.

9.8.

Amendments. This Agreement may be amended by the parties hereto without the consent of any Registered Holder (i) for the purpose of (x) curing any ambiguity or to correct any defective provision contained herein, including to conform the provisions hereof to the description of the terms of the Warrants and this Agreement set forth in the Prospectus, (y) adjusting the definition of “Ordinary Cash Dividend” as contemplated by and in accordance with the second sentence of subsection 4.1.2 or (z) adding or changing any other provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely affect the interest of the Registered Holders, and (ii) to provide for the delivery of an Alternative Issuance pursuant to Section 4.4. All other modifications or amendments, including any modification or amendment to increase the Warrant Price or shorten the Exercise Period shall require the vote or written consent of the Registered Holders of 50% of the number of the then outstanding Public Warrants and, solely with respect to any amendment to the terms of the Private Placement Warrants or Working Capital Warrants or any provision of this Agreement with respect to the Private Placement Warrants, or Working Capital Warrants (including, for the avoidance of doubt, the forfeiture or cancellation of any Private Placement Warrants or Working Capital Warrants), 50% of the number of then outstanding Private Placement Warrants and Working Capital Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of the Registered Holders.

9.9.

Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused

this Agreement to be duly executed as of the date first above written.

NORTHSTRIVE ACQUISITION CORP I.

By:

/s/ Michel Tamer

Name:

Michel Tamer

Title:

Chief Executive Officer

VSTOCK TRANSFER LLC, as Warrant Agent

By:

/s/ Jenny Chen

Name:

Jenny Chen

Title:

Compliance Officer

EXHIBIT A

PRIVATE PLACEMENT WARRANTS LEGEND

THE SECURITIES REPRESENTED BY THIS CERTIFICATE

HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED

OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN

EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE AGREEMENTS BY

AND AMONG NORTHSTRIVE ACQUISITION CORP I. (THE “COMPANY”), [ ] AND THE OTHER SIGNATORIES THERETO, THE SECURITIES REPRESENTED

BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION

(AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE WHO AGREES IN WRITING WITH THE

COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.

SECURITIES EVIDENCED BY THIS CERTIFICATE AND ORDINARY

SHARES OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT

TO BE EXECUTED BY THE COMPANY.

A-1

EXHIBIT B

[Form of Warrant Certificate]

[FACE]

Number

Warrants

THIS WARRANT SHALL BE VOID IF NOT EXERCISED

PRIOR TO

THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE

WARRANT AGREEMENT DESCRIBED BELOW

NORTHSTRIVE ACQUISITION CORP I.

Incorporated Under the Laws of the Cayman Islands

CUSIP [*]

Warrant Certificate

This Warrant Certificate certifies that,

or registered assigns, is the registered holder of warrants evidenced hereby (the “Warrants” and each, a “Warrant”)

to purchase Class A Ordinary Shares, $0.0001 par value per share (the “Ordinary Shares”), of NorthStrive Acquisition

Corp I., a Cayman Islands exempted company with limited liability (the “Company”). Each whole Warrant entitles the

holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number

of fully paid and non-assessable Ordinary Shares as set forth below, at the exercise price (the “Warrant Price”) as

determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless exercise” as provided for in the

Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the Warrant Price at the

office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined

terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.

Each whole Warrant is initially exercisable for

one fully paid and non-assessable Ordinary Share. No fractional shares will be issued upon exercise of any Warrant. If, upon the exercise

of Warrants, a holder would be entitled to receive a fractional interest in an Ordinary Share, the Company will, upon exercise, round

down to the nearest whole number the number of Ordinary Shares to be issued to the Warrant holder. The number of Ordinary Shares issuable

upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement.

The initial Warrant Price per Ordinary Share for

any Warrant is equal to $11.50 per share. The Warrant Price is subject to adjustment upon the occurrence of certain events set forth in

the Warrant Agreement.

Subject to the conditions set forth in the Warrant

Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the end of such Exercise Period,

such Warrants shall become void. The Warrants may be redeemed, subject to certain conditions, as set forth in the Warrant Agreement. In

addition, and notwithstanding anything else in this Warrant Certificate or the Warrant Agreement, to the extent that the holder of a Warrant

has delivered a notice contemplated by subsection 3.5.5 of the Warrant Agreement, neither the Company nor the Warrant Agent shall

issue to Holder, and Holder may not acquire, any right it might have to acquire, a number of Ordinary Shares upon exercise of any Warrant

to the extent that, upon such exercise, the number of Ordinary Shares then beneficially owned by Holder would exceed the Maximum Percentage

of Ordinary Shares outstanding immediately after giving effect to such exercise as determined in accordance with subsection 3.3.5.

of the Warrant Agreement.

B-1

Reference is hereby made to the further provisions

of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as

though fully set forth at this place.

This Warrant Certificate shall not be valid unless

countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.

This Warrant Certificate shall be governed by

and construed in accordance with the internal laws of the State of New York.

NORTHSTRIVE ACQUISITION CORP I.

By:

Name:

Title:

VSTOCK TRANSFER LLC, as Warrant Agent

By:

Name:

Title:

B-2

[Form of Warrant Certificate]

[Reverse]

The Warrants evidenced by this Warrant Certificate

are part of a duly authorized issue of Warrants entitling the holder on exercise to receive Ordinary Shares and are issued or to be issued

pursuant to a Warrant Agreement dated as of [*] 2026 (the “Warrant Agreement”), duly executed and delivered by the

Company to Vstock Transfer LLC, a California limited liability company, as warrant agent (the “Warrant Agent”), which

Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description

of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the

words “holders” or “holder” meaning the Registered Holders or Registered Holder, respectively) of

the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms

used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.

Warrants may be exercised at any time during the

Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise them by

surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed and executed, together

with payment of the Warrant Price as specified in the Warrant Agreement (or through “cashless exercise” as provided for in

the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise of Warrants evidenced

hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there shall be issued to the

holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not exercised.

Notwithstanding anything else in this Warrant

Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement covering

the Ordinary Shares to be issued upon exercise is effective under the Securities Act of 1933, as amended, and (ii) a prospectus thereunder

relating to the Ordinary Shares is current, except through “cashless exercise” as provided for in the Warrant Agreement.

The Warrant Agreement provides that upon the occurrence

of certain events the number of Ordinary Shares issuable upon the exercise of the Warrants set forth on the face hereof may, subject to

certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive a fractional interest

in an Ordinary Share, the Company shall, upon exercise, round down to the nearest whole number of Ordinary Shares to be issued to the

holder of the Warrant.

Warrant Certificates, when surrendered at the

principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative or attorney

duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without

payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate a like

number of Warrants.

Upon due presentation for registration of transfer

of this Warrant Certificate at the office of the Warrant Agent, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing

in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the

limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge imposed in connection therewith.

The Company and the Warrant Agent may deem and

treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership

or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and for

all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither the Warrants

nor this Warrant Certificate entitles any holder hereof to any rights of a shareholder of the Company.

B-3

Election to Purchase

(To Be Executed Upon Exercise of Warrant)

The undersigned hereby irrevocably elects to exercise

the right, represented by this Warrant Certificate, to receive Ordinary Shares and herewith tenders payment for such Ordinary Shares to

the order of NorthStrive Acquisition Corp I. (the “Company”) in the amount of $_____ in accordance with the terms hereof.

The undersigned requests that a certificate for such Ordinary Shares be registered in the name of _______________, whose address is ________________,

and that such Ordinary Shares be delivered to _____________, whose address is ___________________, and that the the register of members

of the Company be updated to reflect the issuance of such Ordinary Shares. If said number of Ordinary Shares is less than all of the Ordinary

Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary

Shares be registered in the name of, ______ whose address is _______ and that such Warrant Certificate be delivered to ______, whose address

is ________.

In the event that the Warrant has been called

for redemption by the Company pursuant to Section 6.1 of the Warrant Agreement and the Company has required “cashless”

exercise pursuant to Section 6.3 and Section 3.3.1(b) of the Warrant Agreement, the number of Ordinary Shares that this

Warrant is exercisable for shall be determined in accordance with Section 6.3 and Section 3.3.1(b) of the Warrant Agreement.

In the event that the Warrant is to be exercised

on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Ordinary Shares that this Warrant

is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement.

In the event that the Warrant may be exercised,

to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Ordinary Shares that this Warrant is exercisable

for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii)

the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant

Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Ordinary Shares. If said number of Ordinary

Shares is less than all of the Ordinary Shares purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests

that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of __________________,

whose address is _______________ and that such Warrant Certificate be delivered to, whose address is_________________.

To be included in any Election to Purchase of

a holder who has provided the notice set forth in subsection 3.3.5 of the Warrant Agreement.

By signing this Election to Purchase, the undersigned

hereby certifies that upon after giving effect to such exercise, the undersigned (together with such person’s affiliates) or any

“group” of which holder or its affiliates is a member, would not beneficially own in excess of the Maximum Percentage of the

Ordinary Shares outstanding immediately after giving effect to such exercise as determined in accordance with subsection 3.3.5.

of the Warrant Agreement.

[Signature Page Follows]

B-4

Date:

(Signature)

(Address)

(Tax Identification Number)

Signature Guaranteed:

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO SEC RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)).

B-5

EX-4.2 — RIGHTS AGREEMENT, DATED AUGUST 17, 2026, BY AND BETWEEN THE COMPANY AND EFFICIENCY , INC

EX-4.2

Filename: ea030282701ex4-2.htm · Sequence: 5

Exhibit 4.2

RIGHTS AGREEMENT

This Rights Agreement (this

“Agreement”) is made as of August 17, 2026 between NorthStrive Acquisition Corp I., a Cayman Islands exempted

company with limited liability (the “Company”), and Vstock Transfer, LLC, a California limited liability company

(the “Rights Agent”).

WHEREAS, the Company has entered

into an agreement with D. Boral Capital LLC (“Representative”), as representative of the several

underwriters, for the Company’s initial public offering (“Public Offering”) pursuant to which the underwriters

will purchase an aggregate of up to 11,500,000 units (including up to an additional 1,500,000 units if the underwriters’ over-allotment

option is exercised in full), each unit (“Unit”) comprised of one Class A ordinary share of the Company, par

value $0.0001 per share (the “Ordinary Shares”), one redeemable warrant (the “Warrant”)

and one right to receive one-fourth (1/4) of one Ordinary Share upon the consummation of an initial Business Combination (as defined in

the Company’s Memorandum and Articles of Association, as may be amended, restated or amended and restated (the “Articles”))

(a “Public Right”) upon the happening of the triggering event described herein, and in connection therewith,

will issue and deliver an aggregate of up to 11,500,000 Public Rights upon consummation of such Public Offering, up to 1,500,000 of which

are attributable to the over-allotment option;

WHEREAS, the Company has filed

with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1, File No. 333-297611,

as amended (“Registration Statement”), for the registration, under the Securities Act of 1933, as amended (the

“Securities Act”) of, among other securities, the Units, Public Rights, and the Ordinary Shares issuable to

the holders of the Units, Warrants and Public Rights;

WHEREAS, the Company has entered

into agreements with NorthStrive Sponsor I LLC, a limited liability company organized under the law of the State of Delaware (the “Sponsor”)

to purchase an aggregate of 246,750 private units (including up to an additional 15,000 private units if the underwriters’ over-allotment

option is exercised in full) in a private placement transaction to occur simultaneously with the consummation of the Public Offering,

with each Unit comprised of one Ordinary Share, one redeemable warrant and one (1) right to receive one-fourth (1/4) of one Ordinary Share

upon the consummation of an initial Business Combination (a “Private Right”);

WHEREAS, up to a certain dollar

amount of working capital loans, as described in the Registration Statement, may be converted into up to a certain number private placement-equivalent

units, with each Unit comprised of one Ordinary Share, one redeemable warrant and one right to receive one-fourth (1/4) of one Ordinary

Share upon the consummation of an initial Business Combination (the “Working Capital Rights”, together with

the Private Rights and the Public Rights, the “Rights”);

WHEREAS, the Company desires

the Rights Agent to act on behalf of the Company, and the Rights Agent is willing to so act, in connection with the issuance, registration,

transfer and exchange of the Rights;

WHEREAS, the Company desires

to provide for the form and provisions of the Rights, the terms upon which they shall be issued, and the respective rights, limitation

of rights, and immunities of the Company, the Rights Agent, and the holders of the Rights; and

WHEREAS, all acts and things

have been done and performed which are necessary to make the Rights, when executed on behalf of the Company and countersigned by or on

behalf of the Rights Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution

and delivery of this Agreement.

NOW, THEREFORE, in consideration

of the mutual agreements herein contained, the parties hereto agree as follows:

1. Appointment of

Rights Agent. The Company hereby appoints the Rights Agent to act as agent for the Company for the Rights, and the Rights Agent hereby

accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.

2. Rights.

2.1 Form of Right.

Each Right shall be issued in registered or book-entry form, as requested by the Company. Any Rights issued in registered form shall be

in substantially the form of Exhibit A herein, the provisions of which are incorporated herein and shall be signed by, or bear the electronic

or facsimile signature of a director or officer of the Company. In the event the person whose electronic or facsimile signature has been

placed upon any Right shall have ceased to serve in the capacity in which such person signed the Right before such Right is issued, it

may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.

2.2 Effect of Countersignature.

Except with respect to uncertificated Rights as described in Section 2.1 above, unless and until countersigned by the Rights Agent

pursuant to this Agreement, a Right shall be invalid and of no effect and may not be exchanged for Ordinary Shares.

2.3 Registration.

2.3.1 Right Register.

The Rights Agent shall maintain books (“Right Register”) for the registration of issuance and the registration

of transfer of the Rights. Upon the issuance of the Rights, the Rights Agent shall issue and register the Rights in the names of the respective

holders thereof in such denominations and otherwise in accordance with instructions delivered to the Rights Agent by the Company.

2.3.2 Registered Holder.

Prior to due presentment for registration of transfer of any Right, the Company and the Rights Agent may deem and treat the person or

entity in whose name such Right shall be registered upon the Right Register (“Registered Holder”) as the absolute

owner of such Right and of each Right represented thereby (notwithstanding any notation of ownership or other writing on any Right Certificate

made by anyone other than the Company or the Rights Agent), for the purpose of the exchange thereof, and for all other purposes, and neither

the Company nor the Rights Agent shall be affected by any notice to the contrary.

2.4 Detachability

of Rights. The securities comprising the Units, including the Rights, will not be separately transferable until the fifty second (52nd)

day after the date of the prospectus included in the Registration Statement (or, if such date is not a business day, the following business

day) unless the Representative informs the Company of its decision to allow earlier separate trading, but in no event will separate trading

of the securities comprising the Units begin until (i) the Company files a Current Report on Form 8-K which includes an audited balance

sheet reflecting the receipt by the Company of the gross proceeds of the Public Offering including the proceeds received by the Company

from the exercise of the over-allotment option, if the over-allotment option is exercised on the date hereof, and (ii) the Company issues

a press release and files a Current Report on Form 8-K announcing when such separate trading shall begin.

3. Terms and Exchange

of Rights.

3.1 Rights. Each

Right shall entitle the holder thereof to receive one-fourth (1/4th) of one Ordinary Share upon the occurrence of an Exchange

Event (as defined below). Subject to Section 3.3.1 below with respect to the Registered Holders of Rights, in the event that the

Company is not the surviving entity immediately following the Exchange Event, holders of Rights shall be entitled to automatically receive

the kind and amount of securities or properties of the surviving entity as the holders of each one Ordinary Share is entitled to receive

in the Exchange Event. No additional consideration shall be paid by a holder of Rights in order to receive his, her or its Ordinary Share

upon the Exchange Event as the purchase price for such number of Ordinary Shares has been included in the purchase price for the Units.

In no event will the Company be required to net cash settle the Rights or issue fractional Ordinary Shares.

3.2 Exchange Event.

The exchange event (the “Exchange Event”) shall be the Company’s consummation of an initial Business Combination.

3.3 Exchange of Rights.

3.3.1 Issuance of Certificates.

As soon as practicable upon the occurrence of the Exchange Event, the Company shall direct Registered Holders of the Rights to return

their rights certificates (physically or electronically) to the Rights Agent, subject to dissenter rights to the extent provided by applicable

law, if any, in the event that the Company is not the surviving entity in a Business Combination. Upon receipt of a valid rights certificate,

the Company shall issue to the holder of such Right(s) the number of whole Ordinary Shares to which he, she or it is entitled, and make

(or cause to be made) corresponding entries in the register of members of the Company; provided that in the event that the Company is

not the surviving entity following the Exchange Event, the Company shall notify the registered holders of Rights at least two business

days prior to the occurrence of the Exchange Event and the registered holders of Rights shall have the right to receive the kind and amount

of securities or properties of the surviving entity pursuant to Section 3.3.4 of this Agreement provided that they elect to such

conversion. Notwithstanding the foregoing, or any provision contained in this Agreement to the contrary, in no event will the Company

be required to net cash settle the Rights. The Company shall not issue fractional Ordinary Shares upon exchange of Rights. At the time

of the Exchange Event, the Company will instruct the Rights Agent to round down to the nearest whole Ordinary Share.

3.3.2 Valid Issuance.

All Ordinary Shares issued upon an Exchange Event in conformity with this Agreement and the Articles, shall, upon registration in the

3.3.3 Date of Issuance.

The Ordinary Shares to be issued upon the Exchange Event shall be deemed issued on the date that such Ordinary Shares are recorded as

being issued in the Company’s register of members.

3.3.4 Company Not Surviving

Following Exchange Event. If the Exchange Event results in the Company not being the surviving entity, the definitive agreement will

provide for the holders of Rights to receive the same kind and amount of securities or properties of the surviving entity as the holders

of the Ordinary Shares will receive with the Exchange Event, for the number of Ordinary Shares such holder is entitled to pursuant to

Section 3.3.1 above.

3.4 Duration of Rights.

If the Exchange Event does not occur within the time period as described in the Articles and all amendments thereto, and such Business

Combination has not yet been consummated within the applicable time period, the Rights shall expire and shall be worthless.

4. Transfer and Exchange

of Rights.

4.1 Registration of

Transfer. The Rights Agent shall register the transfer, from time to time, of any outstanding Right upon the Right Register, in the

case of certificated Rights, upon surrender of such Right for transfer, properly endorsed with signatures properly guaranteed and accompanied

by appropriate instructions for transfer. Upon any such transfer, of a certified Right, a new Right representing an equal aggregate number

of Rights shall be issued and the old Right shall be cancelled by the Rights Agent.

4.2 Procedure for

Surrender of Rights. Certificated Rights may be surrendered to the Rights Agent, together with a written request for exchange or transfer,

and thereupon the Rights Agent shall issue in exchange therefor one or more new certificated Rights as requested by the Registered Holder

of the Rights so surrendered, representing an equal aggregate number of Rights; provided, however, that in the event that a Right surrendered

for transfer bears a restrictive legend, the Rights Agent shall not cancel such Right and issue new Rights in exchange therefor until

the Rights Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the

new Rights must also bear a restrictive legend.

4.3 Fractional Rights.

The Rights Agent will not issue fractional shares in connection with an exchange or transfer of Rights. Fractional shares will either

be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman Islands law.

As a result, you must hold Rights in multiples of four in order to receive shares for all of your Rights upon the Exchange Event.

4.4 Adjustments to

Conversion Ratios. The number of Ordinary Shares that the holders of Rights are entitled to receive as a result of the occurrence

of an Exchange Event shall be equitably adjusted to reflect appropriately the effect of any share subdivision, share dividend, reorganization,

recapitalization, reclassification, combination, exchange of shares or other like change with respect to the Ordinary Shares occurring

on or after the date hereof and prior to the Exchange Event. For the avoidance of doubt, no adjustment shall be made to the number of

Ordinary Shares that the holders of Rights are entitled to receive as a result of the conversion of any Class B ordinary shares in the

capital of the Company into Ordinary Shares.

4.5 Right Execution

and Countersignature. The Rights Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement,

the Rights required to be issued pursuant to the provisions of this Section 4, and the Company, whenever required by

the Rights Agent, will supply the Rights Agent with Rights duly executed on behalf of the Company for such purpose.

5. Other Provisions

Relating to Rights of Holders of Rights.

5.1 No Rights as Shareholder.

Until exchange of a Right for Ordinary Shares as provided for herein, a Right does not entitle the Registered Holder thereof to any of

the rights of a shareholder of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise

any preemptive rights to vote or to consent or to receive notice as shareholders in respect of the general meetings of the Company or

the appointment or removal of directors of the Company or any other matter.

5.2 Lost, Stolen,

Mutilated, or Destroyed Rights. If any Right is lost, stolen, mutilated, or destroyed, the Company and the Rights Agent may on such

terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Right, include the

surrender thereof), issue a new Right of like denomination, tenor, and date as the Right so lost, stolen, mutilated, or destroyed. Any

such new Right shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated,

or destroyed Right shall be at any time enforceable by anyone.

5.3 Reservation of

Ordinary Shares. The Company shall at all times reserve and keep available a number of its authorized but unissued Ordinary Shares

that will be sufficient to permit the exchange of all outstanding Rights issued pursuant to this Agreement.

6. Concerning the

Rights Agent and Other Matters.

6.1 Payment of Taxes.

The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Rights Agent in respect

of the issuance or delivery of Ordinary Shares upon the exchange of Rights, but the Company shall not be obligated to pay any transfer

taxes in respect of the Rights or such shares.

6.2 Resignation, Consolidation,

or Merger of Rights Agent.

6.2.1 Appointment of

Successor Rights Agent. The Rights Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from

all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office of the

Rights Agent becomes vacant by resignation, removal or incapacity to act or otherwise, the Company shall appoint in writing a successor

Rights Agent in place of the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after it has

been notified in writing of such resignation, removal or incapacity by the Rights Agent or by the holder of the Right (who shall, with

such notice, submit his, her or its Right for inspection by the Company), then the holder of any Right may apply to the Supreme Court

of the State of New York for the County of New York for the appointment of a successor Rights Agent at the Company’s cost. Any successor

Rights Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under the laws of the State

of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New York, and authorized

under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment,

any successor Rights Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor

Rights Agent with like effect as if originally named as Rights Agent hereunder, without any further act or deed; but if for any reason

it becomes necessary or appropriate, the predecessor Rights Agent shall execute and deliver, at the expense of the Company, an instrument

transferring to such successor Rights Agent all the authority, powers, and Rights of such predecessor Rights Agent hereunder; and upon

request of any successor Rights Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for

more fully and effectually vesting in and confirming to such successor Rights Agent all such authority, powers, rights, immunities, duties,

and obligations.

6.2.2 Notice of Successor

Rights Agent. In the event a successor Rights Agent shall be appointed, the Company shall give notice thereof to the predecessor Rights

Agent and the transfer agent for the Ordinary Shares not later than the effective date of any such appointment.

6.2.3 Merger or Consolidation

of Rights Agent. Any corporation into which the Rights Agent may be merged or with which it may be consolidated or any corporation

resulting from any merger or consolidation to which the Rights Agent shall be a party shall be the successor Rights Agent under this Agreement

without any further act.

6.3 Fees and Expenses

of Rights Agent.

6.3.1 Remuneration.

The Company agrees to pay the Rights Agent reasonable remuneration for its services as such Rights Agent hereunder and will reimburse

the Rights Agent upon demand for all expenditures that the Rights Agent may reasonably incur in the execution of its duties hereunder.

6.3.2 Further Assurances.

The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered all such

further and other acts, instruments, and assurances as may reasonably be required by the Rights Agent for the carrying out or performing

of the provisions of this Agreement.

6.4 Liability of Rights

Agent.

6.4.1 Reliance on Company

Statement. Whenever in the performance of its duties under this Agreement, the Rights Agent shall deem it necessary or desirable that

any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless

other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a statement

signed by any director or officer of the Company and delivered to the Rights Agent. The Rights Agent may rely upon such statement for

any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.

6.4.2 Indemnity.

The Rights Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. Subject to Section 6.6,

the Company agrees to indemnify the Rights Agent and save it harmless against any and all liabilities, including judgments, costs and

reasonable counsel fees, for anything done or omitted by the Rights Agent in the execution of this Agreement except as a result of the

Rights Agent’s gross negligence or intentional misconduct.

6.4.3 Exclusions.

The Rights Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution

of any Right (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition

contained in this Agreement or in any Right; nor shall it by any act hereunder be deemed to make any representation or warranty as to

the authorization or reservation of any Ordinary Shares to be issued pursuant to this Agreement or any Right or as to whether any Ordinary

Shares will, when issued, be valid and fully paid and nonassessable.

6.5 Acceptance of

Agency. The Rights Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms and

conditions herein set forth.

6.6 Waiver. The

Rights Agent hereby waives any right of set-off or any other right, title, interest or claim of any kind (“Claim”)

in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date

hereof, by and between the Company and the Rights Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement,

payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.

7. Miscellaneous Provisions.

7.1 Successors.

All the covenants and provisions of this Agreement by or for the benefit of the Company or the Rights Agent shall bind and inure to the

benefit of their respective successors and assigns.

7.2 Notices. Any

notice, statement or demand authorized by this Agreement to be given or made by the Rights Agent or by the holder of any Right to or on

the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier

service within five days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Company

with the Rights Agent), as follows:

Any notice, statement

or demand authorized by this Agreement to be given or made by the holder of any Right or by the Company to or on the Rights Agent shall

be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within

five days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Rights Agent with

the Company), as follows:

VStock Transfer LLC

28 Liberty Street, 53rd Floor

New York, New York 10005

Attn: Compliance,

Email: action@vstocktransfer.com

compliance@vstocktransfer.com

And

NorthStrive Acquisition Corp I.

120 Newport Center Drive

Newport Beach, CA 92660

Attn: Michel Tamer, CEO

Email: tamer.m@northstrive.com

with a copy to:

Sichenzia Ross Ference Carmel LLP

1185 Avenue of the Americas, 31st Floor

New York, New York 10036

Attn: Ross D., Esq.

Email: rcarmel@srfc.law

7.3 Applicable Law

and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Rights shall be governed in all respects

by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the

substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or

relating in any way to this Agreement, including under the Securities Act, shall be brought and enforced in the courts of the State of

New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which

jurisdiction shall be the exclusive forum for any such action, proceeding or claim. The Company hereby waives any objection to such exclusive

jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be served upon the Company may be served

by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address

set forth in Section 7.2 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in

any action, proceeding or claim. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce

any liability or duty created by the Securities Exchange Act of 1934, as amended, or any other claim for which the federal district courts

of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest

in the Rights shall be deemed to have notice of and to have consented to the forum provisions in this Section 7.3. If

any action, the subject matter of which is within the scope the forum provisions above, is filed in a court other than a court located

within the State of New York or the United States District Court for the Southern District of New York (a “foreign action”)

in the name of any Rights holder, such Rights holder shall be deemed to have consented to: (x) the personal jurisdiction of the state

and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection

with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y)

having service of process made upon such Rights holder in any such enforcement action by service upon such Rights holder’s counsel

in the foreign action as agent for such Rights holder.

7.4 Persons Having

Rights under this Agreement. Nothing in this Agreement expressed and nothing that may be implied from any of the provisions hereof

is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the Registered

Holders of the Rights and, any right, remedy, or claim under or by reason of this Agreement or of any covenant, condition, stipulation,

promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Agreement shall be for

the sole and exclusive benefit of the parties hereto and their successors and assigns and of the Registered Holders of the Rights.

7.5 Examination of

this Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Rights Agent in the Borough

of Manhattan, City and State of New York, for inspection by the Registered Holder of any Right. The Rights Agent may require any such

holder to submit his, her or its Right for inspection by it.

7.6 Counterparts;

Electronic Signatures. This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts

shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

Copies of executed counterparts of this Agreement transmitted by electronic transmission (including by email or in .pdf format) or facsimile

as well as electronically or digitally executed counterparts (such as DocuSign) shall have the same legal effect as original signatures

and shall be considered irrevocable originally executed counterparts of this Agreement.

7.7 Effect of Headings.

The Section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation thereof.

7.8 Amendments.

This Agreement may be amended by the parties hereto without the consent of any Registered Holder for the purpose of curing any ambiguity,

or of curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions with respect

to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties deem shall not

adversely affect the interest of the Registered Holders in any material respect. All other modifications or amendments shall require the

written consent or vote of the Registered Holders of at least 50% of the then-outstanding Public Rights, to make any change that adversely

affects the interests of the Registered Holders of Public Rights in any material respect and, solely with respect to any amendment to

the terms of the Private Rights or Working Capital Rights or any provision of this Agreement with respect to the Private Rights, or Working

Capital Rights (including, for the avoidance of doubt, the forfeiture or cancellation of any Private Rights or Working Capital Rights),

50% of the number of then outstanding Private Rights and Working Capital Rights.

7.9 Severability.

This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the

validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable

term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to

such invalid or unenforceable provision as may be possible and be valid and enforceable.

[Signature Page Follows]

IN WITNESS WHEREOF,

this Agreement has been duly executed by the parties hereto as of the day and year first above written.

NorthStrive Acquisition Corp I.

By:

/s/ Michel Tamer

Name:

Michel Tamer

Title:

Chief Executive Officer

Vstock Transfer LLC

By:

/s/ Jenny Chen

Name:

Jenny Chen

Title:

Compliance Officer

[Signature Page to Rights Agreement]

EXHIBIT A

Form of Right

NUMBER

_______

RIGHTS

NORTHSTRIVE

ACQUISITION CORP I.

INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS

SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP [*]

THIS CERTIFIES THAT, for value received

_____________________is the registered holder

of a right or rights (the “Right” or “Rights,” respectively) to receive one-fourth

(1/4) of one Class A ordinary share, par value $0.0001 per share (“Ordinary Shares”), of NorthStrive Acquisition

Corp I., a Cayman Islands exempted company with limited liability (the “Company”) for each Right evidenced by

this Right Certificate on the Company’s completion of an initial business combination (as defined in the Company’s amended

and restated articles of association (the “Articles”) and described further in the prospectus relating to the

Company’s initial public offering (the “Prospectus”)) upon surrender of this Right Certificate pursuant

to the Rights Agreement (the “Rights Agreement”) between the Company and [Vstock Transfer] (the “Rights

Agent”). In no event will the Company be required to net cash settle any Right.

Upon liquidation of the Company

in the event an initial business combination is not consummated during the required period as identified in the Articles, as the same

may be amended from time to time, the Right(s) shall expire and be worthless. The holder of a Right or Rights shall have no right or interest

of any kind in the Company’s Trust Account (as defined in the Articles and further described in the Prospectus).

Upon due presentment for registration

of transfer of the Right Certificate at the office or agency of the Rights Agent a new Right Certificate or Right Certificates of like

tenor and evidencing in the aggregate a like number of Rights shall be issued to the transferee in exchange for this Right Certificate,

without charge except for any applicable tax or other governmental charge.

The Company and the Rights

Agent may deem and treat the registered holder as the absolute owner of this Right Certificate (notwithstanding any notation of ownership

or other writing hereon made by anyone), for the purpose of any conversion hereof, of any distribution to the registered holder, and for

all other purposes, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary.

Holders of a Right or Rights

are not entitled to any of the rights of a shareholder of the Company.

Dated:__________

Secretary

[Corporate Seal]

Chairman of the Board

2026

VStock Transfer, LLC, as rights agent

A-1

The following abbreviations,

when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to

applicable laws or regulations:

TEN COM

–

as tenants in common

UNIF GIFT MIN ACT

–

Custodian

(Cust)

(Minor)

TEN ENT

–

as tenants by the entireties

under Uniform Gifts to Minors Act

JT TEN

–

as joint tenants with right of survivorship and not as tenants in common Act

(State)

Additional Abbreviations may also be used though

not in the above list.

NORTHSTRIVE ACQUISITION CORP I.

The Company will furnish without

charge to each shareholder who so requests a statement of the powers, designations, preferences and relative, participating, optional

or other special rights of each class of shares or series thereof of the Company and the qualifications, limitations, or restrictions

of such preferences and/or rights. This certificate and the rights represented thereby are issued and shall be held subject to all the

provisions of the Articles, Rights Agreement, and all amendments thereto, to all of which the holder of this certificate by acceptance

hereof assents.

For value received, ___________________________

hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

____________________________________________________________________________ Rights

represented by the within Certificate, and do hereby irrevocably constitute and appoint

____________________________________________________________________________ Attorney

to transfer the said Rights on the books of the within named Company will full power of substitution in the premises.

Dated

Notice:

The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.

A-2

Signature(s) Guaranteed:

A-3

EX-10.1 — LETTER AGREEMENT, DATED AUGUST 17, 2026, BY AND BETWEEN THE COMPANY , ITS EXECUTIVE OFFICERS, ITS DIRECTORS AND THE SPONSOR

EX-10.1

Filename: ea030282701ex10-1.htm · Sequence: 6

Exhibit 10.1

August 17, 2026

NorthStrive Acquisition Corp I.

120 Newport Center Drive

Newport Beach, CA 92660

Re:

Initial Public Offering

Ladies and Gentlemen:

This letter (this “Letter

Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)

entered into by and among NorthStrive Acquisition Corp I., a Cayman Islands exempted company limited by shares (the “Company”)

and D. Boral Capital LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”),

relating to an underwritten initial public offering (the “Public Offering”), of up to 11,500,000 of the Company’s

units (including up to 1,500,000 units which may be purchased to cover over-allotments, if any) (the “Units”),

each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”),

one redeemable warrant (each warrant, a “Public Warrant”) and one right (each right, a “Public Right”).

Each Public Right entitles its holder to receive one-fourth (1/4) of one Ordinary Share upon the consummation of a Business Combination.

Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment.

The Units shall be sold in the Public Offering pursuant to the registration statement on Form S-1 (File No. 333-297611) and prospectus

(the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”)

and the Company shall apply to have the Units listed on the Nasdaq Global Market. The Company has applied to have the Units, Class A Ordinary

Shares, Warrants and Public Rights listed on The Nasdaq Stock Market. Certain capitalized terms used herein are defined in paragraph 11

hereof.

In order to induce the Company

and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable

consideration, the receipt and sufficiency of which are hereby acknowledged, NorthStrive Sponsor I LLC, a Delaware limited liability company

(the “Sponsor”) and each of the undersigned individuals, each of whom is, or will be, a member of the Company’s

board of directors and/or management team (each an “Insider” and, collectively, the “Insiders”),

hereby agree with the Company as follows:

1. The Sponsor and each Insider

agree that if the Company seeks shareholder approval of a proposed Business Combination, then in connection with such proposed Business

Combination, it, he or she shall (i) vote all Founder Shares and Private Placement Shares and any shares acquired by it, him or her in

the Public Offering or the secondary public market in favor of such proposed Business Combination, except that it, he or she shall not

vote any Class A Ordinary Shares that it, he or she purchased after the Company publicly announces its intention to engage in such proposed

Business Combination for or against such proposed Business Combination and (ii) not redeem any Class A Ordinary Shares owned by it, him

or her in connection with such shareholder approval. If the Company seeks to consummate a proposed Business Combination by engaging in

a tender offer, the Sponsor and each Insider agrees that it, he or she will not sell or tender any Ordinary Shares (as defined below)

owned by it, him or her in connection herewith.

2. The Sponsor and each Insider

agree that in the event that the Company fails to consummate a Business Combination by the date that is 12 months after the closing of

the Public Offering (or 18 months if the time to complete a Business Combination is extended for two (2) three-month periods by the Sponsor

in accordance with the terms of the Company’s memorandum and articles of association (as amended from time to time, the “Memorandum

and Articles”)), or such earlier date as Company’s board of directors may approve, or such later date as the Company’s

shareholders may approve, in each case in accordance with the Memorandum and Articles (the “Completion Window”),

the Sponsor and each Insider shall take all reasonable steps to cause the Company to (i) cease all operations except for the purpose of

winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, subject to lawfully available

funds therefor, redeem 100% of the Class A Ordinary Shares sold as part of the Units in the Public Offering (the “Offering

Shares”), at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including

interest earned on the funds held in the Trust Account (which interest shall be net of taxes (other than excise taxes) payable and less

up to $100,000 of interest to pay dissolution expenses), divided by the number of Offering Shares then in issue, which redemption will

completely extinguish the Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions,

if any), subject to applicable law and (iii) as promptly as reasonably possible following such redemption, subject to the approval of

the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to

the Company’s obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law.

The Sponsor and the Insiders agree to not propose any amendment to the Memorandum and Articles not for the purposes of approving, or in

conjunction with the consummation of, a Business Combination (A) to modify the substance or timing of the Company’s obligation to

allow redemption in connection with a Business Combination or to redeem one hundred per cent (100%) of the Offering Shares if the Company

has not consummated a Business Combination within the Completion Window or (B) with respect to any other material provisions relating

to the rights of holders of Class A Ordinary Shares or pre-initial Business Combination activity, unless the Company provides its Public

Shareholders with the opportunity to redeem their Offering Shares upon effectiveness of any such amendment at a per share price, payable

in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the Trust Account and not previously

released to the Company to pay its taxes, divided by the number of Offering Shares then in issue, subject to applicable law. The Sponsor

and each Insider acknowledges that it, he or she will not be entitled to rights to liquidating distributions from the Trust Account with

respect to any Founder Shares held by it, him or her if the Company fails to complete a Business Combination within the Completion Window;

although it, he or she will be entitled to liquidating distributions from the Trust Account with respect to any Offering Shares it, he

or she holds if the Company fails to complete a Business Combination within the prescribed time frame. The Sponsor and each Insider hereby

further acknowledge that it, he or she will not be entitled to (a) redemption rights with respect to any Founder Shares and Offering Shares

held by it, him or her, in connection with the consummation of a Business Combination, or (b) redemption rights with respect to Founder

Shares and Offering Shares held by it, him or her in connection with a shareholder vote to amend the Memorandum and Articles in the manner

described above.

3. To the fullest extent permitted

by applicable law and the Memorandum and Articles, the Company hereby agrees to defend, indemnify, hold harmless and exonerate (including

the advancement of expenses to the fullest extent permitted by applicable law) the Sponsor and its members (present and former), managers

and affiliates and their respective present and former officers and directors (each, a “Sponsor Indemnitee”)

from any and all costs, fees, expenses, judgments, liabilities, fines, penalties, reasonable attorneys’ fees and amounts paid in

settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such costs, fees,

expenses, judgments, liabilities, fines, penalties and amounts paid in settlement) actually, and reasonably, incurred by a Sponsor Indemnitee

or on a Sponsor Indemnitee’s behalf in connection with any threatened, pending or completed action, suit, arbitration, mediation,

alternate dispute resolution mechanism, investigation, inquiry, hearing or any other actual, threatened or completed proceeding instituted

by the Company or any third party, whether civil, criminal, administrative or investigative in nature, in respect of any investment opportunities

sourced by a Sponsor Indemnitee for the Company or any liability arising with respect to a Sponsor Indemnitee’s activities in connection

with the affairs of the Company (in each case to the extent that such indemnification, hold harmless and exoneration obligations with

respect to such matters are not expressly covered by a separate written agreement between the Company and the applicable Sponsor Indemnitee); provided,

that in no event shall a Sponsor Indemnitee be entitled to be indemnified or held harmless hereunder in respect of any costs, fees, expenses,

judgments, liabilities, fines, penalties and amounts paid in settlement (if any) that a Sponsor Indemnitee may incur by reason of such

person’s own actual fraud or intentional misconduct; provided, further, that, for the avoidance of doubt,

under no circumstance shall a Sponsor Indemnitee have a claim to any monies or assets held in the Trust Account, and the Company shall

not be permitted to procure monies or assets held in the Trust Account for the satisfaction of its obligations to any Sponsor Indemnitee

in respect of the indemnification provided hereunder. The Sponsor Indemnitees shall be third party beneficiaries of this paragraph.

4. [Reserved]

5. In the event of the liquidation

of the Trust Account, the Sponsor (which for purposes of clarification shall not extend to any officer, member or manager of the Sponsor)

agrees to indemnify and hold harmless the Company against any and all loss, liability, claim, damage and expense whatsoever (including,

but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation,

whether pending or threatened, or any claim whatsoever) to which the Company may become subject as a result of any claim by (i) any third

party (other than the Company’s independent public accountants) for services rendered or products sold to the Company or (ii) a

prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or

business combination agreement (a “Target”); provided, however, that such indemnification

of the Company by the Sponsor shall apply only to the extent necessary to ensure that such claims by a third party for services rendered

(other than the Company’s independent public accountants) or products sold to the Company or a Target do not reduce the amount of

funds in the Trust Account to below (A) $10.00 per share of the Offering Shares or (B) such lesser amount per share of the Offering Shares

held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in

each case including interest earned on the funds held in the Trust Account and net of taxes payable, except as to any claims by a third

party or Target that executed an agreement waiving claims against and all rights to seek access to the Trust Account whether or not such

agreement is enforceable. In the event that any such executed waiver is deemed to be unenforceable against such third party, the Sponsor

shall not be responsible for any liability as a result of any such third-party claims. Notwithstanding any of the foregoing, such indemnification

of the Company by the Sponsor shall not apply as to any claims under the Company’s obligation to indemnify the Underwriters against

certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

The Sponsor shall have the right to defend against any such claim with counsel of its choice reasonably satisfactory to the Company if,

within fifteen (15) days following written receipt of notice of the claim to the Sponsor, the Sponsor notifies the Company in writing

that it shall undertake such defense.

6. To the extent that the

Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units (as described in the Prospectus), the

Sponsor agrees, upon the expiration or waiver of such option, to forfeit and surrender for no consideration for cancellation, a number

of Founder Shares equal to the product of 629,998 multiplied by a fraction, (i) the numerator of which is 1,500,000 minus the number of

Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000.

The forfeiture and surrender will be adjusted to the extent that the over-allotment option is not exercised in full by the Underwriters

so that the Founder Shares will represent approximately 30% of the Company’s issued and outstanding Ordinary Shares after the Public

Offering. The Sponsor further agrees that to the extent that the size of the Public Offering is increased or decreased and the Sponsor

has either purchased or sold Ordinary Shares or an adjustment to the number of Founder Shares has been effected by way of a share dividend

or share capitalization, or a surrender for no consideration or share contribution back to capital, or otherwise, in each case in connection

with such increase or decrease in the size of the Public Offering, then (A) the references to 1,500,000 in the numerator and denominator

of the formula in the first sentence of this paragraph 6 shall be changed to a number equal to 15% of the number of Class A Ordinary Shares

included in the Units issued in the Public Offering and (B) the reference to 629,998 in the formula set forth in the first sentence of

this paragraph 6 shall be adjusted to such number of Founder Shares that the Sponsor would have to collectively return to the Company

in order for all holders of Founder Shares to hold an aggregate of approximately 30% of the Company’s issued and outstanding Ordinary

Shares after the Public Offering.

7. The Sponsor and each Insider

hereby agrees and acknowledges that: (i) each of the Underwriters and the Company would be irreparably injured in the event of a breach

by the Sponsor of its obligations (as applicable) under paragraphs 1, 2, 4, 5, 6, 8(a) and 8(b) or by each Insider of its obligations

under paragraphs 1, 2, 4, 8(a) and 8(b), (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching

party shall be entitled to injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event

of such breach.

8. Transfer Restrictions.

(a) Subject to the exceptions

set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Units (including the Private Placement Warrants,

the Private Placement Rights, the Private Placement Shares and the Class A Ordinary Shares issuable upon exercise of the Private Placement

Warrants and Rights) held by it, he or she until the completion of a Business Combination.

(b) Notwithstanding the provisions

set forth in paragraph 8(a), transfers of Private Placement Units (including the Private Placement Warrants, the Private Placement Rights,

the Private Placement Shares and the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants and Rights) that

are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements

of this paragraph 8(b)), are permitted (i) to the Company’s officers, directors, advisors or consultants, any affiliate or family

member of any of the Company’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates

and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, (ii) in

the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such

person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue

of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations

order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection

with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than

the price at which the shares or warrants were originally purchased; (vi) pro rata distributions from the Sponsor to its members, partners

or shareholders pursuant to the Sponsor’s limited liability company agreement or other charter documents; (vii) by virtue of the

laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor, (viii) in the

event of the Company’s liquidation prior to consummation of a Business Combination; (ix) in the event that, subsequent to the consummation

of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all

of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (x) to a nominee

or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii); provided, however,

that, in the case of clauses (i) through (vii), these permitted transferees must enter into a written agreement agreeing to be bound by

these transfer restrictions herein and the other restrictions contained in this Letter Agreement (including provisions relating to voting,

the Trust Account and liquidating distributions).

9. Each Insider’s biographical

information furnished to the Company and the Representative that is included in the Prospectus is true and accurate in all respects and

does not omit any material information with respect to such Insider’s background and contains all of the information required to

be disclosed pursuant to Item 401 of Regulation S-K, promulgated under the Securities Act. Each Insider’s questionnaire furnished

to the Company and the Representative including any such information that is included in the Prospectus is true and accurate in all respects.

Each Insider represents and warrants that: (i) such Insider is not subject to or a respondent in any legal action for, any injunction,

cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in

any jurisdiction; (ii) such Insider has never been convicted of, or pleaded guilty to, any crime (A) involving fraud, (B) relating to

any financial transaction or handling of funds of another person or (C) pertaining to any dealings in any securities and such Insider

is not currently a defendant in any such criminal proceeding; and (iii) none of the Sponsor or any such Insider has ever been suspended

or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration

denied, suspended or revoked.

10. The Sponsor and each Insider

has full right and power, without violating any agreement to which it, he or she is bound (including, without limitation, any non-competition

or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement and, as applicable, to serve

as an officer of the Company or as a director on the board of directors of the Company and each Insider hereby consents to being named

in the Prospectus as an officer and/or director of the Company, as applicable.

11. As used herein, (i) “Business

Combination” shall mean a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar

business combination, involving the Company and one or more businesses or entities; (ii) “Founder Shares” shall

mean the Company’s Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares” and, together

with the Class A Ordinary Shares, the “Ordinary Shares”), held by the Sponsor prior to the consummation

of the Public Offering; (iii) “Private Placement Shares” shall mean the 231,750 Class A Ordinary Shares (or

up to 246,750 Class A Ordinary Shares if the underwriters’ over-allotment option is exercised in full) comprising part of the Private

Placement Units; (iv) “Private Placement Warrants” shall mean the 231,750 warrants (or up to 146,750 warrants

if the underwriters’ over-allotment option is exercised in full) comprising part of the Private Placement Units; (v) “Private

Placement Rights” shall mean the 231,750 rights each to receive one-fourth (1/4th) of one Class A ordinary share

(or up to 246,750 rights if the underwriters’ over-allotment option is exercised in full) comprising part of the Private Placement

Units; (vi) “Private Placement Units” shall mean an aggregate of 231,750 private placement units (or up to 246,750

private placement units if the underwriters’ over-allotment option is exercised in full) that the Sponsor has agreed to purchase

for an aggregate purchase price of $2,317,500 (or up to $2,467,500 if the underwriters’ over-allotment option is exercised in full

in full), or $10.00 per unit, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (vii)

“Public Shareholders” shall mean the holders of Offering Shares other than the Sponsor and the Insiders; (viii)

“Trust Account” shall mean the trust fund into which a portion of the net proceeds of the Public Offering and

the sale of the Private Placement Units shall be deposited; and (xi) “Transfer” shall mean the (a) sale of,

offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement

to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease

of a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Commission promulgated

thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part,

any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities,

in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).

12. This Letter Agreement

constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior

understandings, agreements or representations by or among the parties hereto, written or oral, to the extent they relate in any way to

the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not be changed, amended, modified or waived

(other than to correct a typographical error) as to any particular provision, except by a written instrument executed by all parties hereto.

Each of the parties hereto hereby acknowledges and agrees that each Representative is a third-party beneficiary of this Letter Agreement.

13. No party hereto may assign

either this Letter Agreement or any of its rights, interests or obligations hereunder without the prior written consent of the other parties.

Any purported assignment in violation of this paragraph 13 shall be void and ineffectual and shall not operate to transfer or assign any

interest or title to the purported assignee. This Letter Agreement shall be binding on the Sponsor, each Insider and each of their respective

successors, heirs and assigns and permitted transferees.

14. This Letter Agreement

shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts

of law principles that would result in the application of the substantive laws of another jurisdiction. The parties hereto (i) all agree

that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall be brought and enforced

in the courts of the State of New York located in the City and County of New York, Borough of Manhattan, and irrevocably submit to such

jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and

venue or that such courts represent an inconvenient forum.

15. Any notice, consent or

request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in writing and shall be sent by

express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or facsimile transmission.

16. This Letter Agreement

shall terminate on the earlier of (i) completion of a Business Combination, or (ii) the liquidation of the Company; provided, however,

that this Letter Agreement shall earlier terminate in the event that the Public Offering is not consummated and closed by January 17,

2027; provided, further, that paragraph 5 of this Letter Agreement shall survive such liquidation.

Sincerely,

NorthStrive Sponsor I LLC

By:

/s/ George Kovalyov

Name:

George Kovalyov

Title:

Managing Member

[SIGNATURE PAGE TO LETTER AGREEMENT]

INSIDERS:

/s/ James Dawson

Name:

James Dawson

/s/ David Goertz

Name:

David Goertz

/s/ Gust Kepler

Name:

Gust Kepler

/s/ George Kovalyov

Name:

George Kovalyov

/s/ Dane May

Name:

Dane May

/s/ Jeffrey Parry

Name:

Jeffrey Parry

/s/ Michel Tamer

Name:

Michel Tamer

Acknowledged and Agreed:

NORTHSTRIVE ACQUISITION CORP I.

By:

/s/ Michel Tamer

Name:

Michel Tamer

Title:

Chief Executive Officer

EX-10.2 — INVESTMENT MANAGEMENT TRUST AGREEMENT, DATED AUGUST 17, 2026, BY AND BETWEEN THE COMPANY AND EFFICIENCY , INC

EX-10.2

Filename: ea030282701ex10-2.htm · Sequence: 7

Exhibit 10.2

INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management

Trust Agreement (this “Agreement”) is made effective as of August 17, 2026 by and between NorthStrive Acquisition

Corp I., a Cayman Islands exempted company with limited liability (the “Company”), and Equiniti Trust Company,

LLC, a New York limited liability trust company (the “Trustee”).

WHEREAS, the Company’s

registration statement on Form S-1 (File No. 333-297611) (the “Registration Statement”) and prospectus (the

“Prospectus”) for the initial public offering of the Company’s units (the “Units”),

each of which consists of one of the Company’s Class A ordinary shares, par value $0.0001 (the “Ordinary Shares”),

one redeemable warrant (the “Warrants”) and one right to receive one-fourth (1/4) of one Ordinary Share (the

“Rights”), upon consummation of the Company’s initial business combination (such initial business combination

hereinafter referred to as the “Business Combination”, and such initial public offering hereinafter referred

to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange

Commission;

WHEREAS, the Company has entered

into an Underwriting Agreement (the “Underwriting Agreement”) with D. Boral Capital LLC as representative (the

“Representative”) of the underwriters (the “Underwriters”) named therein;

WHEREAS, as described in the

Registration Statement, US$100,000,000 of the gross proceeds of the Offering and sale of the Private Placement Units (as defined in the

Underwriting Agreement) (or US$115,000,000 if the Underwriters’ over-allotment option is exercised in full) will be delivered to

the Trustee to be deposited and held in a segregated trust account located at all times in the United States (the “Trust Account”)

for the benefit of the Company and the holders of the Ordinary Shares included in the Units issued in the Offering as hereinafter provided

(the amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein as the “Property,”

the shareholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Shareholders,”

and the Public Shareholders and the Company will be referred to together as the “Beneficiaries”); and

WHEREAS, the Company and the

Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.

NOW THEREFORE, IT IS AGREED:

1. Agreements and

Covenants of Trustee. The Trustee hereby agrees and covenants to:

(a) Hold the Property in trust

for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the Trustee in the United States

at [*] (or at another U.S. chartered commercial bank with consolidated assets of US$100 billion or more) and at a brokerage institution

selected by the Trustee that is reasonably satisfactory to the Company;

(b) Manage, supervise and administer

the Trust Account subject to the terms and conditions set forth herein;

written instruction of the Company, (i) invest and reinvest the Property, initially solely in United States government securities within

the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in money

market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment

Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government treasury obligations, or (ii) hold

the Property as uninvested cash or (iii) hold the Property in an interest bearing or non-interest bearing demand deposit account at a

U.S. chartered commercial bank with consolidated assets of US$100 billion or more selected by the Trustee that is reasonably satisfactory

to the Company; it being understood that the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s

instructions hereunder and while the account funds are invested or uninvested, the Trustee may earn bank credits or other consideration

during such periods;

(d) Collect and receive, when

due, all interest or other income arising from the Property, which shall become part of the “Property,” as such

term is used herein;

(e) Promptly notify the Company

and the Representative of all communications received by the Trustee with respect to any Property requiring action by the Company;

(f) Supply any necessary information

or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s preparation of the tax

returns relating to assets held in the Trust Account or in connection with the preparation of the Company’s financial statements

or completion of the audit of the Company’s financial statements by the Company’s auditors;

(g) Participate in any plan

or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company to

do so;

(h) Render to the Company monthly

written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements of the Trust Account;

(i) Commence liquidation of

the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination

Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit

B, as applicable, signed on behalf of the Company by its Chief Executive Officer, President, Chief Financial Officer, Secretary or

Chairman of the board of directors of the Company (the “Board”) or other director or authorized officer of the

Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned

on the funds held in the Trust Account (which interest shall be net of taxes paid or payable (other than excise taxes) and, in the case

of Exhibit B, less up to $100,000 of interest income to pay liquidation and dissolution expenses), only as directed in the

Termination Letter and the other documents referred to therein, or (y) upon the date which is the later of (1) 12 months after the closing

of the Offering (subject to extension for no more than two (2) three-month periods by depositing $0.10 per share then outstanding for

each three-month period into the Trust Account, or such earlier date as the Company’s Board may approve); and (2) such later date

as may be approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles

of association, as may be amended from time to time (the “Memorandum and Articles”) (each such date, as applicable,

the “Applicable Deadline”), if a Termination Letter has not been received by the Trustee prior to such date, in which

case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit

B and the Property in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall

be net of taxes paid or payable (other than excise taxes) and up to US$100,000 of interest income to pay liquidation and dissolution expenses),

shall be distributed to the Public Shareholders of record as of such date;

(j) Upon written request from

the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C (a

“Tax Payment Withdrawal Instruction”), withdraw from the Trust Account and distribute to the Company the amount

of interest earned on the Property requested by the Company to cover any income tax obligation owed by the Company, which amount shall

be delivered directly to the Company by electronic funds transfer or other method of prompt payment, and the Company shall forward such

payment to the relevant taxing authority, so long as there is no reduction in the principal amount per share initially deposited in the

Trust Account; provided, however, that to the extent there is not sufficient cash in the Trust Account to pay

such tax obligation, the Trustee shall liquidate such assets held in the Trust Account as shall be designated by the Company in writing

to make such distribution (it being acknowledged and agreed that any such amount in excess of interest income earned on the Property shall

not be payable from the Trust Account). The written request of the Company referenced above shall constitute presumptive evidence that

the Company is entitled to said funds, and the Trustee shall have no responsibility to look beyond said request;

(k) Upon written request from

the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D (a

“Shareholder Redemption Withdrawal Instruction”), the Trustee shall distribute on behalf of the Company the

amount requested by the Company to be used to redeem Ordinary Shares from Public Shareholders properly submitted in connection with a

shareholder vote to approve an amendment to the Memorandum and Articles not for the purposes of approving, or in conjunction with the

consummation of, a Business Combination (A) to modify the substance or timing of the Company’s obligation to allow redemption in

connection with a Business Combination or to redeem one hundred percent (100%) of its public Ordinary Shares if the Company has not consummated

an initial Business Combination within such time as is described in the Memorandum and Articles or (B) with respect to any other provision

relating to the rights of holders of Ordinary Shares or pre-initial Business Combination activity. The written request of the Company

referenced above shall constitute presumptive evidence that the Company is entitled to distribute said funds, and the Trustee shall have

no responsibility to look beyond said request;

(l) Not make any withdrawals

or distributions from the Trust Account other than pursuant to Sections 1(i), 1(j), or 1(k) above.

2. Agreements and

Covenants of the Company. The Company hereby agrees and covenants to:

(a) Give all instructions to

the Trustee hereunder in writing, signed by the Company’s Chairperson of the Board, President, Chief Executive Officer, Chief Financial

Officer, Secretary or other director or authorized officer of the Company. In addition, except with respect to its duties under Sections 1(i),

1(j) and 1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice

or instruction which it, in good faith and with reasonable care, believes to be given by any one of the persons authorized above to give

written instructions, provided that the Company shall promptly confirm such instructions in writing;

(b) Subject to Section 4 hereof,

hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including reasonable counsel fees and disbursements,

or losses suffered by the Trustee in connection with any action taken by it hereunder and in connection with any action, suit or other

proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of

or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for

expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the

Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek

indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to

as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such

Indemnified Claim; provided that the Trustee shall obtain the consent of the Company with respect to the selection of

counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior

written consent of the Company, which such consent shall not be unreasonably withheld, conditioned, or delayed; provided, further that

the Company may conduct and manage the defense against any Indemnified Claim if the Trustee does not promptly take reasonable steps to

mount such a defense. The Company may participate in such action with its own counsel;

set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee and transaction processing

fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not

be used to pay such fees unless and until it is distributed to the Company pursuant to Sections 1(i) through 1(k) hereof.

The Company shall pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation of the Offering.

The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule

A and as may be provided in Section 2(b) hereof;

(d) In connection with any vote

of the Company’s shareholders regarding a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization

or similar business combination involving the Company and one or more businesses or entities, provide to the Trustee an affidavit or certificate

of the inspector of elections for the general meeting verifying the vote of such shareholders regarding such Business Combination;

(e) Provide the Representative

with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal

from the Trust Account promptly after it issues the same; and

(f) Instruct the Trustee to

make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions

that are not permitted under this Agreement.

3. Limitations

of Liability. The Trustee shall have no responsibility or liability to:

(a) Imply obligations, perform

duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly

set forth herein;

(b) Take any action with respect

to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any third

party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;

for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect

to, any of the Property unless and until it shall have received instructions from the Company given as provided herein to do so and the

Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;

(d) Refund any depreciation

in principal of any Property;

(e) Assume that the authority

of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation,

or unless the Company shall have delivered a written revocation of such authority to the Trustee;

(f) The other parties hereto

or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the

Trustee’s reasonable judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely

conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel

chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not

only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information

therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by

the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission

of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, signed by the proper

party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto;

(g) Verify the accuracy of the

information contained in the Registration Statement;

(h) Provide any assurance that

any Business Combination entered into by the Company or any other action taken by the Company is as contemplated by the Registration Statement;

(i) File information returns

with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company

documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property;

(j) Prepare, execute and file

tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities relating to, the Trust

Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, tax obligations,

except pursuant to Section 1(j) hereof;

(k) Verify calculations, qualify

or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j) or 1(k) hereof.

(l) Upon receipt of an extension

letter (“Extension Letter”) substantially similar to Exhibit E hereto at least five business days prior to the Applicable

Deadline, signed on behalf of the Company by an executive officer, and receipt of the dollar amount specified in the Extension Letter

on or prior to the Applicable Deadline, to follow the instructions set forth in the Extension Letter.

4. Trust Account

Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)

to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it

may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation,

under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely against

the Company and its assets outside the Trust Account and not against the Property or any monies in the Trust Account.

5. Termination.

This Agreement shall terminate as follows:

(a) If the Trustee gives written

notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts to locate a successor

trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time that the Company notifies the

Trustee that a successor trustee has been appointed and has agreed to become subject to the terms of this Agreement, the Trustee shall

transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer of copies of the reports

and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided, however, that

in the event that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation notice from the

Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New York or with the United

States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from any liability whatsoever;

(b) At such time that the Trustee

has completed the liquidation of the Trust Account and its obligations in accordance with the provisions of Section 1(i) hereof

and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with respect

to Section 2(b).

within ten (10) business days of the date of this Agreement, any funds received by the Trustee from the Company or NorthStrive Sponsor

I LLC (the “Sponsor”) for purposes of funding the Trust Account shall be promptly returned to the Company or

Sponsor, as applicable.

6. Miscellaneous.

(a) The Company and the Trustee

each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds transferred from the Trust

Account. The Company and the Trustee will each restrict access to confidential information relating to such security procedures to authorized

persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained access

to such confidential information, or of any change in its authorized personnel. In executing funds transfers, the Trustee shall rely upon

all information supplied to it by the Company, including, account names, account numbers and all other identifying information relating

to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s gross negligence,

fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense resulting from any error in the information

or transmission of the funds.

(b) This Agreement shall be

governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law

principles that would result in the application of the substantive laws of another jurisdiction. This Agreement may be executed in several

original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute but one instrument.

the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for Sections 1(i), 1(j) or 1(k) hereof

(which sections may not be modified, amended or deleted without the affirmative vote of a majority of the then outstanding Ordinary Shares

and Class B ordinary shares, par value US$0.0001 per share, of the Company, voting together as a single class; provided that

no such amendment will affect any Public Shareholder who has properly elected to redeem his, her or its Ordinary Shares in connection

with a shareholder vote to approve an amendment to this Agreement (A) that would affect the substance or timing of the Company’s

obligation to redeem one hundred percent (100%) of its public Ordinary Shares if the Company does not complete its initial Business Combination

within the time frame specified in the Memorandum and Articles or (B) with respect to any other provision relating to the rights of holders

of Ordinary Shares or pre-initial Business Combination activity), this Agreement or any provision hereof may only be changed, amended

or modified (other than to correct a typographical error) by a writing signed by each of the parties hereto.

(d) The parties hereto consent

to the jurisdiction and venue of any state or federal court located in the City of New York, State of New York, for purposes of resolving

any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT

TO TRIAL BY JURY.

(e) Any notice, consent or request

to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall be sent by express mail

or similar private courier service, by certified mail (return receipt requested), by hand delivery or by facsimile or email transmission:

if to the Trustee, to:

Equiniti Trust Company, LLC

28 Liberty Street, 53rd Floor

New York, New York 10005

Attn: Felix Orihuela

Email: felix.orihuela@equiniti.com

if to the Company, to:

NorthStrive Acquisition Corp I.

120 Newport Center Drive

Newport Beach, CA 92660

Attn: Michel Tamer, CEO

Email: tamer.m@northstrive.com

in each case, with copies to:

DLA Piper LLP (US)

555 Mission Street, Suite 2400

San Francisco, CA 94105

Attn: Jeffrey C. Selman, Esq.; Elena

Nrtina, Esq.

Email: Jeffrey.Selman@us.dlapiper,com;

Elena.Nrtina@us.dlapiper.com

and

D. Boral Capital LLC

590 Madison Avenue

New York, NY 10022

Attn: Gaurav Verma

Email: gverma@dboralcapital.com

(f) Each of the Company and

the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into this Agreement and to perform

its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any claims or proceed

against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance.

(g) This Agreement is the joint

product of the Trustee and the Company and each provision hereof has been subject to the mutual consultation, negotiation and agreement

of such parties and shall not be construed for or against any party hereto.

(h) Each of the Company and

the Trustee hereby acknowledges and agrees that the Representative, on behalf of the Underwriters, is a third-party beneficiary of this

Agreement.

(i) Except as specified herein,

no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person or entity without the prior

written consent of the other.

[Signature Page Follows]

IN WITNESS WHEREOF,

the parties have duly executed this Investment Management Trust Agreement as of the date first written above.

Equiniti Trust Company, LLC,

as Trustee

By:

/s/ Michael Legregin

Name:

Michael Legregin

Title:

Senior Vice President

NorthStrive Acquisition Corp I.

By:

/s/ Michel Tamer

Name:

Michel Tamer

Title:

Chief Executive Officer

SIGNATURE PAGE TO

INVESTMENT MANAGEMENT TRUST AGREEMENT

SCHEDULE A

Fee Item

Time and method of payment

Amount

Initial set-up fee

Initial closing of Offering by wire transfer.

Included

Trustee administration fee

Payable annually. First year fee payable at initial closing of Offering by wire transfer; thereafter, payable by wire transfer or check.

$ 8,500.00

Transaction processing fee for disbursements to Company under Sections 1(i), 1(j) and 1(k).

Billed to Company following disbursement made to Company under Section 1.

$ 250.00

Paying Agent services as required pursuant to Sections l(i) and 1(k)

Billed to Company upon delivery of service pursuant to Sections 1(i) and l(k).

Prevailing rates

Sch. A-1

Exhibit A

[Letterhead of Company]

[Insert date]

Equiniti Trust Company, LLC

28 Liberty Street, 53rd Floor

New York, New York 10005

Attn: [*]

Re:

Trust Account—Termination Letter

Dear [*]:

Pursuant to Section 1(i) of

the Investment Management Trust Agreement between NorthStrive Acquisition Corp I. (the “Company”) and Equiniti

Trust Company, LLC (the “Trustee”), dated as of ____, 2026 (the “Trust Agreement”),

this is to advise you that the Company has entered into an agreement with [●] (the “Target Business”)

to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date].

The Company shall notify you at least seventy-two (72) hours in advance of the actual date of the consummation of the Business Combination

(the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in

the Trust Agreement.

In accordance with the terms

of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and to transfer the proceeds

into the trust operating account in the United States at Morgan Stanley to the effect that, on the Consummation Date, all of the funds

held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation

Date. It is acknowledged and agreed that while the funds are on deposit in the trust operating account at Morgan Stanley awaiting distribution,

the Company will not earn any interest or dividends.

On the Consummation Date (i)

counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated

concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”), (ii)

the Company shall deliver to you (a) a certificate of the Chief Executive Officer of the Company, which verifies that the Business Combination

has been approved by a vote of the Company’s shareholders, if a vote is held and (b) a joint written instruction signed by the Company

and the Representative with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public

shareholders who have properly exercised their redemption rights and payment of the deferred underwriting discount directly to the account

or accounts directed by the Representative from the Trust Account (the “Instruction Letter”). You are hereby

directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction

Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be

liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you

as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution

of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations

under the Trust Agreement shall be terminated.

In the event that the Business

Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the

original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the

funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business

day immediately following the Consummation Date as set forth in such written instructions as soon thereafter as possible.

A-1

Very truly yours,

NorthStrive Acquisition Corp I.

By:

Name:

Title:

cc:

D. Boral Capital LLC

A-2

Exhibit B

[Letterhead of Company]

[Insert date]

Equiniti Trust Company, LLC

28 Liberty Street, 53rd Floor

New York, New York 10005

Attn: [*]

Re:

Trust Account—Termination Letter

Dear [*]:

Pursuant to Section 1(i) of

the Investment Management Trust Agreement between NorthStrive Acquisition Corp I. (the “Company”) and Equiniti

Trust Company, LLC (the “Trustee”), dated as of ____, 2026 (the “Trust Agreement”),

this is to advise you that the Company has been unable to effect a business combination with a Target Business within the time frame specified

in the Company’s amended and restated memorandum and articles of association, as may be amended from time to time (the “Memorandum

and Articles”), as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not

defined herein shall have the meanings set forth in the Trust Agreement.

In accordance with the terms

of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds

into the trust operating account in the United States at Morgan Stanley to await distribution to the Public Shareholders. The Company

has selected [●], as the effective date for the purpose of determining when the Public Shareholders will be entitled to receive

their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree

to distribute said funds directly to the Public Shareholders in accordance with the terms of the Trust Agreement and the Memorandum and

Articles. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating

the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(j) of

the Trust Agreement.

Very truly yours,

NorthStrive Acquisition Corp I.

By:

Name:

Title:

cc:

D. Boral Capital LLC

12 months from the closing of the Offering (subject to extension for no more than two (2) three-month periods by depositing an additional $0.10 per share then outstanding for each three-month period into the Trust Account, or such earlier date as the Company’s board of directors may approve), or at a later date, if extended.

B-1

Exhibit C

[Letterhead of Company]

[Insert date]

Equiniti Trust Company, LLC

28 Liberty Street, 53rd Floor

New York, New York 10005

Attn: [*]

Re:

Trust Account—Tax Payment Withdrawal Instruction

Dear [*]:

Pursuant to Section 1(j) of

the Investment Management Trust Agreement between NorthStrive Acquisition Corp I. (the “Company”) and Equiniti

Trust Company, LLC (the “Trustee”), dated as of ____, 2026 (the “Trust Agreement”),

the Company hereby requests that you deliver to the Company US$[●] of the interest income earned on the Property as of the date

hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.

The Company needs such funds

to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement,

you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s

operating account at:

[WIRE INSTRUCTION INFORMATION]

Very truly yours,

NorthStrive Acquisition Corp I.

By:

Name:

Title:

cc:

D. Boral Capital LLC

C-1

Exhibit D

[Letterhead of Company]

[Insert date]

Equiniti Trust Company, LLC

28 Liberty Street, 53rd Floor

New York, New York 10005

Re:

Trust Account—Shareholder Redemption Withdrawal Instruction

Dear [*]:

Pursuant to Section 1(k) of

the Investment Management Trust Agreement between NorthStrive Acquisition Corp I. (the “Company”) and Equiniti

Trust Company, LLC (the “Trustee”), dated as of ____, 2026 (the “Trust Agreement”),

the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company US$[●] of the principal and interest

income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in

the Trust Agreement.

The Company needs such funds

to pay its Public Shareholders who have properly elected to have their Ordinary Shares redeemed by the Company in connection with a shareholder

vote to approve an amendment to the Company’s amended and restated memorandum and articles of association, as may be amended from

time to time (the “Memorandum and Articles”) not for the purposes of approving, or in conjunction with the consummation

of, a Business Combination (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with

a Business Combination or to redeem one hundred percent (100%) of its public Ordinary Shares if the Company has not consummated an initial

Business Combination within such time as is described in the Memorandum and Articles or (B) with respect to any other provision relating

to the rights of holders of Ordinary Shares or pre-initial Business Combination activity. As such, you are hereby directed and authorized

to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the redeeming Public Shareholders in accordance

with your customary procedures.

Very truly yours,

NorthStrive Acquisition Corp I.

By:

Name:

Title:

cc:

D. Boral Capital LLC

D-1

Exhibit E

[Letterhead of Company]

[Insert date]

Equiniti Trust Company, LLC

28 Liberty Street, 53rd Floor

New York, New York 10005

Re:

Trust Account—Extension Letter

Dear [*]:

Pursuant to Section 1(l) of

the Investment Management Trust Agreement between NorthStrive Acquisition Corp I. (the “Company”) and Equiniti

Trust Company, LLC (the “Trustee”), dated as of ____, 2026 (the “Trust Agreement”),

this is to advise you that the Company is extending the time available in order to consummate a Business Combination with the Target Businesses

for an additional [three (3) months], from _______________ to _______________ (the “Extension”).

This Extension Letter shall serve as the notice required with respect

to the Extension prior to the Applicable Deadline. Capitalized words used herein and not otherwise defined shall have the meanings

ascribed to them in the Trust Agreement.

In accordance with the terms of the Trust Agreement, we hereby authorize

you to deposit [$1,000,000] [(or $1,150,000 if the underwriters’ over-allotment option was exercised in full)], which will be wired

to you, into the Trust Account, upon receipt.

This is the _____ of up to two Extension Letters.

Very truly yours,

NorthStrive Acquisition Corp I.

By:

Name:

Title:

cc:

D. Boral Capital LLC

E-1

EX-10.3 — REGISTRATION RIGHTS AGREEMENT, DATED AUGUST 17, 2026, AMONG THE COMPANY , THE SPONSOR AND THE HOLDERS SIGNATORY THERETO

EX-10.3

Filename: ea030282701ex10-3.htm · Sequence: 8

Exhibit 10.3

REGISTRATION

RIGHTS AGREEMENT

THIS

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 17, 2026, is made and entered into by and among

NorthStrive Acquisition Corp I., a Cayman Islands exempted company (the “Company”), NorthStrive Sponsor I LLC, a Delaware

limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto

(each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section

5.2 of this Agreement, a “Holder” and collectively the “Holders”).

RECITALS

WHEREAS,

the Sponsor owns 2,496,320 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), up to 325,607

of which are subject to forfeiture by the Sponsor depending on the extent to which the underwriter’s over-allotment option is exercised;

WHEREAS,

the Founder Shares are convertible into Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”

and, together with the Class B Ordinary Shares, the “Ordinary Shares”), on the terms and conditions provided in the

Company’s amended and restated memorandum and article of association;

WHEREAS,

on August 17, 2026, the Company and the Sponsor entered into that certain Private Placement Units Purchase Agreement, pursuant

to which the Sponsor agreed to purchase an aggregate of 231,750 private placement units (the “Private Placement Units”),

each Private Placement Unit consisting of one Class A ordinary share and one warrant, exercisable to purchase one Class A ordinary share

at $11.50 per share and one right to receive one quarter (¼) of a Class A ordinary share (the “Private Placement Rights,”

the “Private Placement Warrant Shares” and the “Private Placement Right Shares,” respectively “the

Private Placement Shares”) in a private placement transaction occurring simultaneously with the closing of the Company’s

initial public offering;

WHEREAS, in

order to finance transaction costs in connection with an intended initial business combination, the Sponsor or an affiliate of the Sponsor

or certain of the Company’s officer and directors may loan to the Company funds as the Company may require, of which up to a certain

dollar amount of such loans may be convertible into units (“Working Capital Units”) at a price of $10.00 per unit

at the option of the lender, with each Working Capital Unit consisting of one Class A ordinary share one redeemable warrant, with each

whole warrant exercisable to purchase one Class A ordinary share at $11.50 per share and one right to receive one quarter (¼)

of Class A ordinary share; (the “Working Capital Warrant Shares” and the “Working Capital Rights Shares,”

respectively) (collectively, the “Working Capital Shares”)

WHEREAS,

on August 17, 2026, the Company and D. Boral Capital LLC entered into that certain Underwriting Agreement, pursuant to which the

Company agreed to issue to D. Boral Capital LLC 1,000,000 Class A ordinary shares (whether or not any applicable over-allotment option

is exercised in full) in consideration for its services in connection with the registered offering (the “Offering”)

of the units of the Company (the “Representative Shares”); and

WHEREAS,

the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration

rights with respect to certain securities of the Company, as set forth in this Agreement.

NOW, THEREFORE,

in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE

DEFINITIONS

1.1 Definitions.

The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth

below:

“Adverse

Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment

of the Chief Executive Officer or Principal Financial Officer of the Company, after consultation with counsel to the Company, (i) would

be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not

to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein

(in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading,

(ii) would not be required to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona

fide business purpose for not making such information public.

“Agreement”

shall have the meaning given in the Preamble.

“Board”

shall mean the Board of Directors of the Company.

“Business

Combination” shall mean any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar

business combination with one or more businesses, involving the Company.

“Business

Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions

are generally authorized or required by law or regulation to close in the City of New York, New York.

“Commission”

shall mean the Securities and Exchange Commission.

“Class

A Ordinary Shares” shall have the meaning given in the Recitals hereto.

“Company”

shall have the meaning given in the Preamble.

“Demand

Registration” shall have the meaning given in subsection 2.1.2.

“Demand

Registration Requesting Holder” shall have the meaning given in subsection 2.1.2.

“Demanding

Holder” shall mean any Holder or group of Holders that (in the case of a group of Holders, together) elects to dispose of Registrable

Securities having an aggregate value of at least $25,000,000, at the time of the Underwritten Demand, under a Registration Statement

pursuant to an Underwritten Offering.

“Exchange

Act” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.

“Form

S-1” shall have the meaning given in subsection 2.1.2.

“Form

S-3” shall have the meaning given in subsection 2.3.

“Founder

Shares” shall have the meaning given in the Recitals hereto and shall be deemed to include the Class A Ordinary Shares issuable

upon conversion thereof.

“Holders”

shall have the meaning given in the Preamble.

“Insider

Letter” shall mean that certain letter agreement, dated as of August 17, 2026, by and among the Company, the Sponsor and each

of the Company’s officers, directors and director nominees.

“Maximum

Number of Securities” shall have the meaning given in subsection 2.1.5.

“Misstatement”

shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement

or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus (in the case of a Prospectus, in light of

the circumstances under which they were made) not misleading.

“Permitted

Transferees” shall mean any person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable

Securities any applicable lock-up agreement, as the case may be, and pursuant to the Insider Letter and any other applicable agreement

between such Holder and the Company, in each case for so long as such agreements remain in effect, and to any transferee thereafter.

“Offering”

shall have the meaning given in the Recitals hereto.

“Piggyback

Registration” shall have the meaning given in subsection 2.2.1.

“Private

Placement Lock-up Period” shall mean, with respect to Private Placement Units that are held by the initial purchasers of such

Private Placement Units or their Permitted Transferees and any Class A Ordinary Shares comprising the Private Placement Units or issued

or issuable upon the exercise of the Private Placement Warrants and that are held by the initial purchasers of the Private Placement

Units or their Permitted Transferees, the later of (i) the effective date of the Offering and (ii) the consummation of the Company’s

initial Business Combination.

“Private

Placement Units” shall have the meaning given in the Recitals hereto.

“Private

Placement Warrants” shall have the meaning given in the Recitals hereto.

“Prospectus”

shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended

by any and all post-effective amendments and including all material incorporated by reference in such prospectus.

“Registrable

Security” shall mean (i) the Class A Ordinary Shares issued or issuable upon the conversion of any Founder Shares, (ii) the

Class A Ordinary Shares comprising the Private Placement Units, (iii) the Private Placement Warrants (including any Class A Ordinary

Shares issued or issuable upon the exercise of any such Private Placement Warrants), (iv) the Private Placement Rights (including any

Class A Ordinary Shares issued or issuable upon the exercise of any such Private Placement Rights), (v) any outstanding Ordinary Shares

or any other equity security (including, without limitation, the Class A Ordinary Shares issued or issuable upon the exercise of any

other equity security, units comprising Class A Ordinary Shares and warrants and rights) of the Company held by a Holder from time to

time, (vi) any Working Capital Units and Class A Ordinary Shares comprising such units or issuable on exercise of the Working Capital

Warrants or Working Capital Rights, (vii) the Representative Shares, and (viii) any other equity security of the Company issued or issuable

with respect to any such ordinary shares by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization,

merger, consolidation or reorganization; provided, however, that, as to any particular Registrable Security,

such securities shall cease to be Registrable Securities when: (A) a Registration Statement with respect to the sale of such securities

shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged

in accordance with such Registration Statement; (B) such securities shall have been otherwise transferred, new certificates for such

securities not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution

of such securities shall not require registration under the Securities Act; (C) such securities shall have ceased to be outstanding;

(D) such securities have been sold without registration pursuant to Rule 144 promulgated under the Securities Act (or any successor rule

promulgated by the Commission); or (E) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution

or other public securities transaction.

“Representative

Shares” shall have the meaning given in the Recitals hereto.

“Registration”

shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements

of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.

“Registration

Expenses” shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:

(A)

all registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority,

Inc.) and any securities exchange on which the Class A Ordinary Shares are then listed;

(B)

fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters

in connection with blue sky qualifications of Registrable Securities);

(C)

printing, messenger, telephone and delivery expenses;

(D)

reasonable fees and disbursements of counsel for the Company;

(E)

reasonable fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection

with such Registration or Underwritten Offering;

(F)

the fees and expenses incurred in connection with the listing of any Registrable Securities on each securities exchange or automated

quotation system on which similar securities issued by the Company are then listed;

(G)

the fees and expenses incurred by the Company in connection with any road show for any Underwritten Offerings; and

(H)

reasonable fees and expenses of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders initiating a Demand

Registration to be registered for offer and sale in the applicable Registration.

“Registration

Statement” shall mean any registration statement that covers the Registrable Securities pursuant to the provisions of this

Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements

to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.

“Requesting

Holder” shall have the meaning given in subsection 2.1.4.

“Securities

Act” shall mean the Securities Act of 1933, as amended from time to time.

“Shelf

Registration” shall have the meaning given in subsection 2.1.1.

“Sponsor”

shall have the meaning given in the Preamble hereto.

“Underwriter”

shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such

dealer’s market-making activities.

“Underwritten

Demand” shall have the meaning given in subsection 2.1.4.

“Underwritten

Registration” or “Underwritten Offering” shall mean a Registration or offering pursuant to an existing effective

Registration Statement in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution

to the public.

“Working

Capital Shares” shall have the meaning given in the Recitals hereto.

“Working

Capital Units” shall have the meaning given in the Recitals hereto.

“Working

Capital Rights” shall have the meaning given in the Recitals hereto.

ARTICLE

REGISTRATIONS

2.1 Shelf

Registration and Demand Registration.

2.1.1 Shelf

Registration. The Company agrees that, within fifteen (15) days after closing of the Offering, the Company will file with the Commission

(at the Company’s sole cost and expense) a Registration Statement registering the resale or other disposition of the Founder Shares

(a “Shelf Registration”). The Company shall use its reasonable best efforts to cause such Registration Statement to

become effective by the Commission as soon as reasonably practicable after the initial filing of the Registration Statement. Subject

to the limitations contained in this Agreement, the Company shall effect any Shelf Registration on such appropriate registration form

of the Commission (i) as shall be selected by the Company and (ii) as shall permit the resale or other disposition of the Founder Shares

by the Holders. If at any time a Registration Statement filed with the Commission pursuant to subsection 2.1.1 is effective

and a Holder provides written notice to the Company that it intends to effect an offering of all or part of Founder Shares included on

such Registration Statement, the Company will use its reasonable best efforts to amend or supplement such Registration Statement as may

be necessary in order to enable such offering to take place in accordance with the terms of this Agreement.

2.1.2 Request

for Registration. Subject to the provisions of subsection 2.1.5 and Section 2.4 hereof, at any

time and from time to time on or after the date the Company consummates the Business Combination, to the extent that any Registrable

Securities are not registered pursuant to the Shelf Registration a Demanding Holder may make a written demand for Registration of all

or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such

Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The

Company shall, within three (3) Business Days of the Company’s receipt of the Demand Registration, notify, in writing, all other

Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a

portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes

all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Registration Requesting Holder”)

shall so notify the Company, in writing, within five (5) Business Days after the receipt by the Holder of the notice from the Company.

Upon receipt by the Company of any such written notification from one or more Demand Registration Requesting Holder(s) to the Company,

such Demand Registration Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant

to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty five (45) days immediately

after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding

Holders and Demand Registration Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be

obligated to effect more than three (3) Registrations in the aggregate pursuant to Demand Registrations under this subsection

2.1.2, with respect to any or all Registrable Securities; provided, however, that a Registration shall not

be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form

S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf

of the Requesting Holders (subject to subsection 2.1.5) in such Form S-1 Registration have been sold, in accordance with Section

3.1 of this Agreement. provided, further, that with respect to the Representative Shares, under no circumstances shall

the Company be obligated to effect more than two (2) Registrations in the aggregate pursuant to Demand Registrations under this subsection

2.1.2.

2.1.3 Effective

Registration. Notwithstanding the provisions of subsection 2.1.2 above or any other part of this Agreement, a Registration

pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement filed with the Commission

with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission and (ii) the Company has

complied with all of its obligations under this Agreement with respect thereto; provided, further, that if, after

such Registration Statement has been declared effective, an offering of Registrable Securities in a Registration pursuant to a Demand

Registration is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or any other governmental

agency the Registration Statement with respect to such Registration shall be deemed not to have been declared effective, unless and until,

(i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding Holders

initiating such Demand Registration thereafter affirmatively elect to continue with such Registration and accordingly notify the Company

in writing, but in no event later than five (5) days, of such election; provided, further, that the Company shall

not be obligated or required to file another Registration Statement until the Registration Statement that has been previously filed with

respect to a Registration pursuant to a Demand Registration becomes effective or is subsequently terminated.

2.1.4 Underwritten

Offering. Subject to the provisions of subsection 2.1.5 and Section 2.4 hereof, any Demanding Holder

may make a written demand for an Underwritten Offering pursuant to a Registration Statement filed with the Commission in accordance with subsection

2.1.1 or subsection 2.1.2 (an “Underwritten Demand”). The Company shall, within three (3)

Business Days of the Company’s receipt of the Underwritten Demand, notify, in writing, all other Holders of such demand, and each

Holder who thereafter requests to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering

pursuant to such Underwritten Demand (each such Holder that requests to include all or a portion of such Holder’s Registrable Securities

in such Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within two (2) days

(one (1) day if such offering is an overnight or bought Underwritten Offering) after the receipt by the Holder of the notice from the

Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be

entitled to have their Registrable Securities included in such Underwritten Offering pursuant to such Underwritten Demand. All such Holders

proposing to distribute their Registrable Securities through such Underwritten Offering under this subsection 2.1.4 shall

enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Demanding

Holders initiating such Underwritten Offering. Notwithstanding the foregoing, the Company is not obligated to effect more than an aggregate

of three (3) Underwritten Offerings pursuant to this subsection 2.1.4.

2.1.5 Reduction

of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration,

in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number

of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other

Ordinary Shares or other equity securities that the Company desires to sell and the Ordinary Shares, if any, as to which a Registration

has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders who desire

to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without

adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering

(such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”),

then the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Demanding Holders

and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding

Holder and Requesting Holder (if any) holds prior to such Underwritten Registration) that can be sold without exceeding the Maximum Number

of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i),

Ordinary Shares or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant

to separate written contractual arrangements with such persons or entities and that can be sold without exceeding the Maximum Number

of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses

(i) and (ii), Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum

Number of Securities.

2.1.6 Demand

Registration Withdrawal. A majority-in-interest of the Demanding Holders initiating a Demand Registration or a majority-in-interest

of the Requesting Holders (if any), pursuant to a Registration under subsection 2.1.2 shall have the right to withdraw

from a Registration pursuant to such Demand Registration for any or no reason whatsoever upon written notification to the Company and

the Underwriter or Underwriters (if any) of their intention to withdraw from such Registration prior to the effectiveness of the Registration

Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such Demand Registration.

Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in

connection with a Registration pursuant to a Demand Registration prior to its withdrawal under this subsection 2.1.6.

2.1.7

Expiration of the Demand Registration Rights for Representative Shares. Any demand registration rights granted pursuant to this

section 2.1 to the holders of Representative Shares shall expire five (5) years from the commencement of the sales of Private

Placement Units in the Offering.

2.2 Piggyback

Registration.

2.2.1 Piggyback

Rights. If, at any time on or after the date the Company consummates a Business Combination, the Company proposes to file a Registration

Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or

exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders of the Company (or by

the Company and by the shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other

than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer

or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into

equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall give written notice of such proposed

filing to all of the Holders of Registrable Securities as soon as practicable but not less than three (3) Business Days before the anticipated

filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such

offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such

offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable

Securities or to otherwise participate in the Underwritten Offering with an Registrable Securities already registered on an effective

Registration Statement as such Holders may request in writing within five (5) Business Days after receipt of such written notice (such

Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be

included in such Piggyback Registration or Underwritten Offering and shall use its best efforts to cause the managing Underwriter or

Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection

2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included

in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s)

of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under

this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected

for such Underwritten Offering by the Company.

2.2.2 Reduction

of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback

Registration or Underwritten Offering, in good faith, advises the Company and the Holders of Registrable Securities participating in

the Piggyback Registration in writing that the dollar amount or number of Class A Ordinary Shares that the Company desires to sell, taken

together with (i) the Class A Ordinary Shares, if any, as to which Registration has been demanded pursuant to separate written contractual

arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as

to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the Class A Ordinary Shares, if any,

as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other shareholders

of the Company, exceeds the Maximum Number of Securities, then:

(a)

If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, Ordinary

Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities;

and (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable

Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof

and Ordinary Shares, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights

of other shareholders of the Company (pro rata based on the respective number of Registrable Securities that each shareholder

holds prior to such Underwritten Registration), which can be sold without exceeding the Maximum Number of Securities;

(b)

If the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company

shall include in any such Registration (A) first, Ordinary Shares or other equity securities, if any, of such requesting persons or entities,

other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to

the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders

exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 and Ordinary Shares or

other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written

contractual arrangements with such persons or entities (pro rata based on the respective number of Registrable Securities

that each shareholder holds prior to such Underwritten Registration), which can be sold without exceeding the Maximum Number of Securities;

and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary

Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities.

2.2.3 Piggyback

Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration or Underwritten

Offering for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his,

her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with

the Commission with respect to such Piggyback Registration. The Company (whether on its own good faith determination or as the result

of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed

with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement.

Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in

connection with the Piggyback Registration prior to its withdrawal under this subsection 2.2.3.

2.2.4 Unlimited

Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.2 hereof

shall not be counted as a Registration pursuant to a Demand Registration effected under subsection 2.1.2 hereof or any

participation in an Underwritten Offering pursuant to Section 2.2 hereof shall not be counted as an Underwritten Offering

effected under subsection 2.1.4 hereof.

2.2.5

Expiration of the Piggyback Rights of Representative Shares. Any piggyback rights granted pursuant to this section 2.2

to the holders of Representative Shares shall expire seven (7) years from the the commencement of the sales of Private Placement Units

in the Offering.

2.3 Registrations

on Form S-3. The Holders of Registrable Securities may at any time, and from time to time, request in writing that the Company, pursuant

to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission if so requested), register the resale

of any or all of their Registrable Securities on Form S-3 or any similar short form registration statement that may be available at such

time (“Form S-3”). Within three (3) Business Days of the Company’s receipt of a written request from a Holder

or Holders of Registrable Securities for a Registration on Form S-3, the Company shall promptly give written notice of the proposed Registration

on Form S-3 to all other Holders of Registrable Securities, and each Holder of Registrable Securities who thereafter wishes to include

all or a portion of such Holder’s Registrable Securities in such Registration on Form S-3 shall so notify the Company, in writing,

within ten (10) days after the receipt by the Holder of the notice from the Company. As soon as practicable thereafter, but not more

than twelve (12) days after the Company’s initial receipt of such written request for a Registration on Form S-3, the Company shall

register all or such portion of such Holder’s Registrable Securities as are specified in such written request, together with all

or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in the written notification

given by such Holder or Holders; provided, however, that the Company shall not be obligated to effect any such

Registration pursuant to this Section 2.3 if a Form S-3 is not available for such offering.

Any

request for an underwritten offering pursuant to a Form S-3 shall follow the procedures of Section 2.1 (including subsection

2.1.5) but shall not count against the number of long form Demand Registrations that may be made pursuant to subsection 2.1.2.

2.4 Restrictions

on Registration Rights. If (i) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate

of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, a Company initiated

Registration and provided that the Company has delivered written notice to the Holders prior to receipt of a Demand

Registration pursuant to subsection 2.1.2 and it continues to actively employ, in good faith, all reasonable efforts

to cause the applicable Registration Statement to become effective; (ii) the Holders have requested an Underwritten Registration and

the Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (iii) in the good

faith judgment of the Board such Registration would be seriously detrimental to the Company and the Board concludes as a result that

it is essential to defer the filing of such Registration Statement at such time, then in each case the Company shall furnish to such

Holders a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board it would be seriously

detrimental to the Company for such Registration Statement to be filed in the near future and that it is therefore essential to defer

the filing of such Registration Statement. In such event, the Company shall have the right to defer such filing for a period of not more

than thirty (30) days; provided, however, that the Company shall not defer its obligation in this manner more

than once in any 12-month period.

ARTICLE

III

COMPANY PROCEDURES

3.1 General

Procedures. If at any time on or after the date the Company consummates a Business Combination the Company is required to effect

the Registration of Registrable Securities, the Company shall use its best efforts to effect such Registration to permit the sale of

such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall, as

expeditiously as possible:

3.1.1

prepare and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and

use its reasonable best efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities

covered by such Registration Statement have been sold;

3.1.2

prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements

to the Prospectus, as may be requested by the Holders or any Underwriter of Registrable Securities or as may be required by the rules,

regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations

thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold

in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;

3.1.3

prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters,

if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such

Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including

all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including

each preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities included in such

Registration or the legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities

owned by such Holders;

3.1.4

prior to any public offering of Registrable Securities, use its best efforts to (i) register or qualify the Registrable Securities covered

by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the

Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request

and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with

or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do

any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such

Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however,

that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required

to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it

is not then otherwise so subject;

3.1.5

cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities

issued by the Company are then listed;

3.1.6

provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective

date of such Registration Statement;

3.1.7

advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance

of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any

proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal

if such stop order should be issued;

3.1.8

at least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration

Statement or Prospectus or any document that is to be incorporated by reference into such Registration Statement or Prospectus, furnish

a copy thereof to each seller of such Registrable Securities or its counsel;

3.1.9

notify the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities

Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes

a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 hereof;

3.1.10

permit a representative of the Holders, the Underwriters, if any, and any attorney or accountant retained by such Holders or Underwriter

to participate, at each such person’s own expense, in the preparation of the Registration Statement, and cause the Company’s

officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, attorney or

accountant in connection with the Registration; provided, however, that such representatives or Underwriters

enter into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure

of any such information;

3.1.11

obtain a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten

Registration, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the

managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders;

3.1.12

on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel

representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sales agent, if any,

and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being

given as the Holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily included in such opinions

and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating Holders;

3.1.13

in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary

form, with the managing Underwriter of such offering;

3.1.14

make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve

(12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration

Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated

thereafter by the Commission);

3.1.15

if the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $50,000,000, use its reasonable

efforts to make available senior executives of the Company to participate in customary “road show” presentations that may

be reasonably requested by the Underwriter in any Underwritten Offering;

3.1.16

otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in

connection with such Registration, including, without limitation, making available senior executives of the Company to participate in

any due diligence sessions that may be reasonably requested by the Underwriter in any Underwritten Offering; and

3.1.17

reasonably cooperate with the Holders to facilitate the timely preparation and delivery of certificates and/or book entry notations representing

Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates and/or book entry notations

shall be free of all restrictive legends indicating that the Registrable Securities are unregistered or unqualified for resale under

the Securities Act, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holder

may request in writing. In connection therewith, if required by the Company’s transfer agent and upon receipt of a reasonably requested

certificate and/or letter of representation from such Holder, the Company will reasonably promptly, after the effective time of a Registration

Statement, cause an opinion of its outside legal counsel as to the effectiveness of such Registration Statement to be delivered to and

maintained with its transfer agent, together with any other authorizations, certificates and directions required by the transfer agent,

which authorize and direct the transfer agent to issue such Registrable Securities without any such legend.

3.2 Registration

Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the

Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions

and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,”

all reasonable fees and expenses of any legal counsel representing the Holders.

3.3 Requirements

for Participation in Underwritten Offerings. No person may participate in any Underwritten Offering for equity securities of the

Company pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s securities

on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all customary questionnaires,

powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably required

under the terms of such underwriting arrangements.

3.4 Suspension

of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains

a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until he, she or it has received

copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to

prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until he, she or it is advised

in writing by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration

Statement in respect of any Registration at any time would require the Company to make an Adverse Disclosure or would require the inclusion

in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control,

the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend

use of, such Registration Statement for the shortest period of time, but in no event more than thirty (30) days, determined in good faith

by the Company to be necessary for such purpose. In the event the Company exercises its rights under the preceding sentence, the Holders

agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration

in connection with any sale or offer to sell Registrable Securities. The Company shall immediately notify the Holders of the expiration

of any period during which it exercised its rights under this Section 3.4.

3.5 Reporting

Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company

under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period)

all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to

promptly furnish the Holders with true and complete copies of all such filings. The Company further covenants that it shall take such

further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Class

A Ordinary Shares held by such Holder without registration under the Securities Act within the limitation of the exemptions provided

by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission), including providing

any legal opinions. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized

officer as to whether it has complied with such requirements.

ARTICLE

INDEMNIFICATION AND CONTRIBUTION

4.1 Indemnification.

4.1.1

The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and directors and

each person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and

expenses (including attorneys’ fees) caused by any untrue or alleged untrue statement of material fact contained in any Registration

Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of

a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same

are caused by or contained in any information furnished in writing to the Company by such Holder expressly for use therein. The Company

shall indemnify the Underwriters, their officers and directors and each person who controls such Underwriters (within the meaning of

the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification of the Holder.

4.1.2

In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish

to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration

Statement or Prospectus and, to the extent permitted by law, shall indemnify the Company, its directors and officers and agents and each

person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses

(including without limitation reasonable attorneys’ fees) resulting from any untrue statement of material fact contained in the

Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission of a material

fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue

statement or omission is contained in any information or affidavit so furnished in writing by such Holder expressly for use therein; provided, however,

that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the liability

of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by such Holder from

the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify the

Underwriters, their officers, directors and each person who controls such Underwriters (within the meaning of the Securities Act) to

the same extent as provided in the foregoing with respect to indemnification of the Company.

4.1.3

Any person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect

to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification

hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s

reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit

such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense

is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its

consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume

the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such

indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may

exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall,

without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled

in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement)

or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party

of a release from all liability in respect to such claim or litigation.

4.1.4

The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or

on behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive the transfer

of securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to make such provisions

as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s

indemnification is unavailable for any reason.

4.1.5

If the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient

to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the

indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified

party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative

fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault

of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question,

including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made

by, or relates to information supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified

party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however,

that the liability of any Holder under this subsection 4.1.5 shall be limited to the amount of the net proceeds received

by such Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses or other

liabilities referred to above shall be deemed to include, subject to the limitations set forth in subsections 4.1.1, 4.1.2 and 4.1.3 above,

any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The

parties hereto agree that it would not be just and equitable if contribution pursuant to this subsection 4.1.5 were

determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred

to in this subsection 4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the

Securities Act) shall be entitled to contribution pursuant to this subsection 4.1.5 from any person who was not guilty

of such fraudulent misrepresentation.

ARTICLE

MISCELLANEOUS

5.1 Notices.

Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed to

the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier

service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail, telecopy, telegram or facsimile. Each

notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served,

sent, and received, in the case of mailed notices, on the third Business Day following the date on which it is mailed and, in the case

of notices delivered by courier service, hand delivery, electronic mail, telecopy, telegram or facsimile, at such time as it is delivered

to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon

presentation. Any notice or communication under this Agreement must be addressed, if to the Company, to: 120 Newport Center Drive Attn: Michel

Tamer, and, if to any Holder, at such Holder’s address or facsimile number as set forth in the Company’s books and

records. Any party may change its address for notice at any time and from time to time by written notice to the other parties hereto,

and such change of address shall become effective upon delivery of such notice as provided in this Section 5.1.

5.2 Assignment;

No Third Party Beneficiaries.

5.2.1

This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole

or in part.

5.2.2

A Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to a Permitted

Transferee who agrees to become bound by the transfer restrictions set forth in this Agreement.

5.2.3

This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors

and the permitted assigns of the Holders, which shall include Permitted Transferees.

5.2.4

This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth

in this Agreement and Section 4.1 hereof.

5.2.5

No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the

Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof

and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions

of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment

made other than as provided in this Section 5.2 shall be null and void.

5.3 Counterparts.

This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original,

and all of which together shall constitute the same instrument, but only one of which need be produced.

5.4 Governing

Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE

THAT THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG NEW YORK

RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION

AND (II) THE VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THE AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY IN THE STATE

OF NEW YORK.

EACH

PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT

ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,

ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION

WITH OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

5.5 Amendments

and Modifications. Upon the written consent of the Company and the Holders of at least a majority in interest of the Registrable

Securities at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be

waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that

notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in his, her or its capacity

as a holder of the shares of capital stock of the Company, in a manner that is materially different from the other Holders (in such capacity)

shall require the consent of the Holder so affected. No course of dealing between any Holder or the Company and any other party hereto

or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate

as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this

Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such

party.

5.6 Other

Registration Rights. The Company represents and warrants that no person, other than a Holder of Registrable Securities has any right

to require the Company to register any securities of the Company for sale or to include such securities of the Company in any Registration

filed by the Company for the sale of securities for its own account or for the account of any other person. Further, the Company represents

and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions and

in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.

5.7 Term.

This Agreement shall terminate upon the date as of which (i) all of the Registrable Securities have been sold pursuant to a Registration

Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder

(or any successor rule promulgated thereafter by the Commission)) or (ii) the tenth (10th) anniversary of the date of this Agreement

or (iii) the date as of which the Holders cease to hold any Registrable Securities. The provisions of Section 3.5 and Article

IV shall survive any termination.

[Signature

Page Follows]

WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

THE COMPANY:

NorthStrive Acquisition Corp I.

By:

/s/ Michel Tamer

Name:

Michel Tamer

Title:

Chief Executive Officer

HOLDERS:

NORTHSTRIVE SPONSOR I LLC

By:

/s/ George Kovalyov

Name:

George Kovalyov

Title:

Managing Member

GB CAPITAL LTD.

By:

/s/ Graydon Bensler

Name:

Graydon Bensler

Title:

Director

NORTHSTRIVE COMPANIES INC.

By:

/s/ Braeden Lichti

Name:

Braeden Lichti

Title:

Chief Executive Officer

By:

/s/ Michel Tamer

Michel Tamer, individually

By:

/s/

James Dawson

James Dawson, individually

By:

/s/

Dane May

Dane May, individually

By:

/s/

Gust Kepler

Gust Kepler, individually

By:

/s/

Jeffrey Parry

Jeffrey Parry, individually

By:

/s/

George Kovalyov

George Kovalyov, individually

By:

/s/

David Goertz

David Goertz, individually

[Signature

Page to Registration Rights Agreement]

EX-10.4 — PRIVATE UNITS PURCHASE AGREEMENT, DATED AUGUST 17, 2026, BETWEEN THE COMPANY AND THE SPONSOR

EX-10.4

Filename: ea030282701ex10-4.htm · Sequence: 9

Exhibit 10.4

PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT UNITS

PURCHASE AGREEMENT, dated as of August 17, 2026 (this “Agreement”), is entered into by and between NorthStrive Acquisition

Corp I., a Cayman Islands exempted company (the “Company”), and NorthStrive

Sponsor I LLC, a Delaware limited liability company (the “Purchaser”).

WHEREAS, the Company intends

to consummate an initial public offering (the “Public Offering”) of the Company’s units (the “Units”),

each Unit consisting of one Class A ordinary share, par value $0.0001 per share (the “Class A Ordinary Shares”), of

the Company, one redeemable warrant (a “Public Warrant”) to be governed by the Warrant Agreement to be entered into

between the Company and VStock Transfer, LLC, as warrant agent (the “Warrant Agreement”) and one right to receive one-fourth

(1/4th) of one Class A ordinary share upon the consummation of an initial business combination (a “Public Right”) to

be governed by the Rights Agreement to be entered into between the Company and VStock Transfer, LLC, as rights agent (the “Rights

Agreement.”) Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50

per Class A Ordinary Share. Each four Rights entitle the holder thereof to receive one Class A Ordinary Share (a “Right Share”);

WHEREAS, the Company desires

to sell to the Subscriber on a private placement basis (the “Offering”) an aggregate of 231,7500 private placement

units (whether or not the underwriters’ over-allotment option is exercised in full) (each, a “Placement Unit”

and, collectively, the “Placement Units”) of the Company for a purchase price of $10.00 per Placement Unit. Each Placement

Unit is comprised of one Class A Ordinary Share (a “Placement Share”) one Warrant (a “Placement Warrant”

and together with the Public Warrants, the “Warrants”) to be governed by the Warrant Agreement and one right to receive

one-fourth (1/4th) of one Class A ordinary share upon the consummation to be governed by the Rights Agreement (a “Placement Right”).

Each Placement Warrant is exercisable to purchase one Class A Ordinary Share (a “Warrant Share”) at an exercise price

of $11.50. Each four Placement Rights are exercisable for one Class A ordinary share (a “Placement Share”) The Placement

Units, the Placement Shares, Placement Warrants and the Placement Rights comprising part of the Placement Units, the Warrant Shares underlying

the Placement Warrants and the Placement Shares underlying the Rights collectively, are hereinafter referred to as the “Securities.”

As provided in the registration statement in connection with the Public Offering of the Company’s Units, as amended at the time

it becomes effective (the “Registration Statement”), the Warrants are exercisable on the date which is the later of

(a) 12 months from the date of the Public Offering, or (b) the completion of the initial business combination; (the “Business

Combination”) and will expire on the fifth anniversary of the consummation of the Business Combination); and

WHEREAS, the Subscriber wishes

to purchase an aggregate of 231,750 Placement Units, and the Company wishes to accept such subscription from the Subscriber, for a for

a purchase price of $2,317,500, or $10.00 per unit.

NOW, THEREFORE, in consideration

of the premises and the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency

of which are hereby acknowledged, the Company and the Subscriber hereby agree as follows:

1. Agreement

to Subscribe.

1.1 Purchase and Issuance

of the Placement Units. Upon the terms and subject to the conditions of this Agreement, on the date of the consummation of the Public

Offering or on such earlier time and date as may be mutually agreed by the Subscriber and the Company (the “Closing Date”),

the Subscriber hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Subscriber 231,750 Placement Units

(whether or not the underwriters’ over-allotment option is exercised in full) at a price per unit of $10.00 for an aggregate purchase

price of $2,317,500 (the “Purchase Price”). On the Closing Date, the Company shall, at its option, deliver to the Subscriber

the certificates representing the Placement Units purchased or effect such delivery in book-entry form.

1.2 Purchase Price.

The Purchase Price shall be paid by wire transfer of immediately available funds, or by such other method as may be reasonably acceptable

to the Company, to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company,

maintained by Equiniti Trust Company, LLC, acting as trustee, on or prior to the Closing Date.

1.3 Closings. The

Closing shall take place at the offices of Sichenzia Ross Ference Carmel LLP, 1185 Avenue of the Americas, 26th Floor, New

York, NY 10036, or such other place as may be agreed upon by the parties hereto.

1.4 Termination.

This Agreement and each of the obligations of the undersigned shall be null and void and without effect if a Closing does not occur prior

to August 17, 2026.

2. Representations

and Warranties of the Subscriber. As a material inducement to the Company to enter into this Agreement and issue and sell the Placement

Units to the Subscriber, the Subscriber represents and warrants to the Company that:

2.1 No Government Recommendation

or Approval. The Subscriber understands that no federal or state agency has passed upon or made any recommendation or endorsement

of the Company, the merits of the Offering of the Securities or the suitability of the investment in the Securities by the Subscriber.

2.2 Accredited Investor.

The Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under

the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the sale contemplated hereby is

being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities

Act and similar exemptions under state law. The Subscriber has not experienced a disqualifying event as enumerated pursuant to Rule 506(d)

of Regulation D under the Securities Act.

2.3 Intent. The

Subscriber is purchasing the Securities solely for investment purposes, for the Subscriber’s own account (and/or for the account

or benefit of its members or affiliates, as permitted, pursuant to the terms hereof), and not with a view towards, or for resale in connection

with, any public sale or distribution thereof.

2.4 Restrictions on

Transfer. The Subscriber acknowledges and understands the Placement Units are being offered in a transaction not involving a public

offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act

and, if in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered,

resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B)

pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other

available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities

laws of any state or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities

are subject to transfer restrictions as described in Section 7 hereof. The Subscriber agrees that if any transfer of its Securities or

any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required to deliver

to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available

exemption from registration, the Subscriber agrees it will not resell the Securities (unless otherwise permitted pursuant to the terms

hereof). The Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber

for the resale of the Securities until the following conditions are met: (i) the issuer of the securities that was formerly a shell company

has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of

the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed

all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that

the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from

the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company,

despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

2.5 Sophisticated Investor.

(i) The Subscriber is sophisticated

in financial matters and is able to evaluate the risks and benefits of the investment in the Securities. The Subscriber has adequate means

of providing for its current financial needs and contingencies and will have no current or anticipated future needs for liquidity which

would be jeopardized by the investment in the Securities.

(ii) The Subscriber has been

furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and

sale of the Securities which have been requested by the Subscriber. The Subscriber has been afforded the opportunity to ask questions

of the executive officers and directors of the Company.

(iii) The Subscriber is aware

that an investment in the Securities is highly speculative and subject to substantial risks because, among other things, (a) the Securities

are subject to transfer restrictions and have not been registered under the Securities Act and therefore cannot be sold unless subsequently

registered under the Securities Act or an exemption from such registration is available, (b) except as specifically set forth in the Registration

Rights Agreement (as defined below) pursuant to which the Company will grant certain registration rights to the Subscriber relating to

the Securities, neither the Company nor any other person is under any obligation to register the Securities under the Securities Act or

any state securities laws or to comply with the terms and conditions of any exemption thereunder and (c) the Subscriber has waived its

redemption rights with respect to the Securities as set forth in Section 5 hereof, and the Securities held by the Subscriber are not entitled

to, and have no right, interest or claim to any monies held in the Trust Account, and accordingly the Subscriber may suffer a loss of

a portion or all of its investment in the Securities. The Subscriber is able to bear the economic risk of its investment in the Securities

for an indefinite period of time. The Subscriber has sought such accounting, legal and tax advice as it has considered necessary to make

an informed investment decision with respect to the acquisition of the Securities.

2.6 Organization and

Authority. The Subscriber is duly organized, validly existing and in good standing under the laws of its state of incorporation or

formation and it possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.

2.7 Authority. This

Agreement has been validly authorized, executed and delivered by the Subscriber and is a valid and binding agreement of the Subscriber

enforceable against the Subscriber in accordance with its terms, subject to the general principles of equity and to bankruptcy or other

laws affecting the enforcement of creditors’ rights generally.

2.8 No Conflicts.

The execution, delivery and performance of this Agreement and the consummation by the Subscriber of the transactions contemplated hereby

do not violate, conflict with or constitute a default under (i) the Subscriber’s organizational documents, (ii) any agreement or

instrument to which the Subscriber is a party or (iii) any law, statute, rule or regulation to which the Subscriber is subject, or any

agreement, order, judgment or decree to which the Subscriber is subject.

2.9 No Legal Advice

from Company. The Subscriber acknowledges it has had the opportunity to review this Agreement and the transactions contemplated by

this Agreement with the Subscriber’s own legal counsel and investment and tax advisors. Except for any statements or representations

of the Company made in this Agreement and the other agreements entered into between the parties hereto, the Subscriber is relying solely

on such counsel and advisors and not on any statements or representations of the Company or any of its representatives or agents for legal,

tax or investment advice with respect to this investment, the transactions contemplated by this Agreement or the securities laws of any

jurisdiction.

2.10 Reliance on Representations

and Warranties. The Subscriber understands the Placement Units are being offered and sold to the Subscriber in reliance on exemptions

from the registration requirements under the Securities Act, and analogous provisions in the laws and regulations of various states, and

that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings

of the Subscriber set forth in this Agreement in order to determine the applicability of such provisions.

2.11 No General Solicitation.

The Subscriber is not subscribing for the Placement Units as a result of or subsequent to any general solicitation or general advertising,

including but not limited to any advertisement, article, notice or other communication published in any newspaper, magazine, or similar

media or broadcast over television or radio, or presented at any seminar or meeting or in a registration statement with respect to the

Public Offering filed with the Securities and Exchange Commission (“SEC”).

2.12 Legend. The

Subscriber acknowledges and agrees the certificates evidencing each of the Securities shall bear a restrictive legend (the “Legend”),

in form and substance substantially as set forth in Section 4 hereof.

3. Representations,

Warranties and Covenants of the Company. The Company represents and warrants to, and agrees with, the Subscriber that:

3.1 Valid Issuance.

The Company is authorized to issue 500,000,000 Class A Ordinary Shares, 50,000,000

Class B ordinary shares, par value $0.0001 per share (“Class B Ordinary Shares”) and 5,000,000 preference shares, par

value $0.0001 per share (“Preference Shares”). As of the date hereof, the Company has issued and outstanding 9,857,143

Class B Ordinary Shares (of which up to 1,285,714 shares are subject to forfeiture as described in the Registration Statement) and no

Preference Shares. All of the issued Class B Ordinary Shares of the Company have been duly authorized, validly issued, and are fully paid

and non-assessable.

3.2 Title to Securities.

Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement and the Amended and Restated Memorandum

and Articles of Association of the Company (as applicable), as the case may be, each of the Securities will be duly and validly issued,

fully paid and non-assessable. On the date of issuance of the Securities shall have been reserved for issuance. Upon issuance in accordance

with, and payment pursuant to, the terms hereof and the Warrant Agreement, as the case may be, the Subscriber will have or receive good

title to the Securities, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder,

(ii) transfer restrictions under federal and state securities laws and (iii) liens, claims or encumbrances imposed due to the actions

of the Subscriber.

3.3 Organization and

Qualification. The Company is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman

Islands and has the requisite corporate power to own its properties and assets and to carry on its business as now being conducted.

3.4 Authorization; Enforcement.

(i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and to

issue the Securities in accordance with the terms hereof, (ii) the execution, delivery and performance of this Agreement by the Company

and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action, and no

further consent or authorization of the Company or its Board of Directors or shareholders is required, and (iii) this Agreement constitutes

valid and binding obligations of the Company enforceable against the Company in accordance with its terms, except as such enforceability

may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, or similar laws relating to, or

affecting generally the enforcement of, creditors’ rights and remedies or by equitable principles of general application and except

as enforcement of rights to indemnity and contribution may be limited by federal and state securities laws or principles of public policy.

3.5 No Conflicts.

The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions contemplated hereby

do not (i) result in a violation of the Company’s amended and restated memorandum and articles of association, (ii) conflict with,

or constitute a default under any agreement or instrument to which the Company is a party or (iii) any law statute, rule or regulation

to which the Company is subject or any agreement, order, judgment or decree to which the Company is subject. Other than any SEC or state

securities filings which may be required to be made by the Company subsequent to the Closing, and any registration statement which may

be filed pursuant thereto, the Company is not required under federal, state or local law, rule or regulation to obtain any consent, authorization

or order of, or make any filing or registration with, any court or governmental agency or self-regulatory entity in order for it to perform

any of its obligations under this Agreement or issue the Securities in accordance with the terms hereof.

4. Legends

4.1 Legend. The

Company will issue the Placement Units, Placement Shares, Placement Warrants, Placement Rights and when issued, the Warrant Shares and

Placement Shares, purchased by the Subscriber in the name of the Subscriber. The Securities will bear the following Legend and appropriate

“stop transfer” instructions:

“THE SECURITIES REPRESENTED BY THIS

CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED,

SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES

LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE AGREEMENTS

BY AND AMONG NORTHSTRIVE ACQUISTION CORP I. (THE “COMPANY”), NORTHSTRIVE

SPONSOR I LLC AND THE OTHER SIGNATORIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED

PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED

IN THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO

SUCH TRANSFER PROVISIONS.

SECURITIES EVIDENCED BY THIS CERTIFICATE

AND ORDINARY SHARES OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION

RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.”

4.2 Subscriber’s

Compliance. Nothing in this Section 4 shall affect in any way the Subscriber’s obligation and agreement to comply with all applicable

securities laws upon resale of the Securities.

4.3 Company’s

Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of the Securities, if in the sole

judgment of the Company such purported transfer would not be made (i) pursuant to an effective registration statement filed under the

Securities Act, or pursuant to an available exemption from the registration requirements of the Securities Act and (ii) in compliance

herewith.

4.4 Registration Rights.

The Subscriber will be entitled to certain registration rights which will be governed by a registration rights agreement (“Registration

Rights Agreement”) to be entered into between, among others, the Subscriber and the Company, on or prior to the effective date

of the Registration Statement. Pursuant to the Registration Rights Agreement, the Subscriber may not exercise its demand and “piggyback”

registration rights after five (5) and seven (7) years, respectively, from the commencement of sales in the Public Offering and may not

exercise its demand rights on more than one occasion.

5. Waiver

of Liquidation Distributions. In connection with the Securities purchased pursuant to this Agreement, the Subscriber hereby waives

any and all right, title, interest or claim of any kind in or to any distributions of the amounts in the Trust Account with respect to

the Securities, whether (i) in connection with the exercise of redemption rights if the Company consummates the Business Combination,

(ii) in connection with any tender offer conducted by the Company prior to a Business Combination, (iii) upon the Company’s redemption

of Class A Ordinary Shares included in the Units sold in the Company’s Public Offering upon the Company’s failure to complete

the Business Combination within the period provided for in the Company’s amended and restated memorandum and articles of association

or (iv) in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles

of association not for the purposes of approving, or in conjunction with the consummation of, a Business Combination (A) to modify the

substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100%

of the Class A Ordinary Shares included in the Units sold in the Company’s Public Offering if the Company has not consummated a

Business Combination within the period provided for in the Company’s amended and restated memorandum and articles of association

or (B) with respect to any other material provisions relating to the right of holders of Class A Ordinary Shares or pre-Business Combination

activity. In the event that the Subscriber purchases Class A Ordinary Shares as part of the Units in the Public Offering or in the aftermarket,

any additional Class A Ordinary Shares so purchased shall be eligible to receive the redemption value of such Class A Ordinary Shares

upon the same terms offered to all other purchasers of Class A Ordinary Shares included as part of the Units in the Public Offering. Nothing

herein shall preclude the Subscriber from making any claim or seeking recourse against the Company’s funds held outside of the Trust

Account or seeking to enforce the terms of the Underwriting Agreement.

6. Terms

of Placement Warrants. Each Placement Warrant shall have the terms set forth in the Warrant Agreement.

7. Terms of Rights.

Each Right shall have the terms set forth in the Rights Agreement.

8. Restrictions

on Transfer of Securities.

8.1 The Subscriber agrees that

they shall not Transfer any Securities until the consummation of the Business Combination; provided, however, that Transfers of Securities

are permitted (a) to the Company’s or the Subscriber’s officers or directors, any affiliates or family members of any of the

Company’s or the Subscriber’s officers or directors, any members of the Company’s sponsor, or any affiliates of the

Company’s sponsor, (b) in the case of an individual, by gift to a member of the individual’s immediate family or to a trust,

the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization;

(c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual,

pursuant to a qualified domestic relations order; (e) by virtue of the laws of the State of New York or the Subscriber’s partnership

agreement in the event of the Subscriber’s liquidation; (f) in the event of the Company’s liquidation prior to the consummation

of a Business Combination; provided, however, that in the case of clauses (a) through (f) these permitted transferees must enter into

a written agreement agreeing to be bound by these transfer restrictions and by the same agreements entered into by the Company’s

sponsor and the Subscriber with respect to such securities.

8.2 For purposes of Section

7.1, the term “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge,

grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase

of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16

of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder with respect to, any

of the Securities, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences

of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise,

or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).

8.3 In addition to the restrictions

on transfer described in Section 7.1, the Subscriber acknowledges and agrees that the Placement Units and their component parts will be

subject to lock-up for a period of 180 days immediately following the commencement of sales in the Public Offering, subject to FINRA Rule

5110(e)(1). Additionally, the Placement Units and their component parts and the related registration rights may not be sold, transferred,

assigned, pledged or hypothecated during the foregoing 180-day period except to any underwriter or selected dealer participating in the

Public Offering and the officers or partners, registered persons or affiliates of the Subscriber and any such participating underwriter

or selected dealer. Additionally, the Placement Units and their component parts and the related registration rights will not be the subject

of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of such securities by any

person for a period of 180 days immediately following the commencement of sales in the Public Offering.

9. Terms

of the Placement Units. The Placement Units shall be substantially identical to the Units offered in the Public Offering except that

the Placement Units (including the Placement Shares Placement Warrants, Placement Rights comprising such units and the Warrant Shares

and Placement Shares) (i) will be subject to the transfer restrictions described in Section 8 hereof; (ii) will be entitled to registration

rights and (iii) with respect to the Placement Warrants and Placement Rights, may not be exercisable more than five years from the commencement

of sales in the Public Offering in accordance with FINRA Rule 5110(g)(8).

10 Conditions

of the Subscriber’s Obligations. The obligation of the Subscriber to purchase and pay for the Private Placement Units is subject

to the fulfillment, on or before the Closing Date, of each of the following conditions:

10.1 Representations

and Warranties. The representations and warranties of the Company contained in Section 3 hereof shall be true and correct at and as

of the Closing Date as though then made.

10.2 Performance.

The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required

to be performed or complied with by it on or before the Closing Date.

10.3 No Injunction.

No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated

or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority

over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement or the

Warrant Agreement.

10.4 Warrant Agreement.

The Company shall have entered into the Warrant Agreement with a warrant agent on terms satisfactory to the Subscriber.

10.5 Rights Agreement. The Company

shall have entered into the Rights Agreement with a rights agent on terms satisfactory to the Subscriber.

11. Conditions

of the Company’s Obligations.

11.1 Representations

and Warranties. The representations and warranties of the Subscriber contained in Section 2 hereof shall be true and correct at and

as of the Closing Date as though then made.

11.2 Performance.

The Subscriber shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are

required to be performed or complied with by the Subscriber on or before the Closing Date.

11.3 No Injunction.

No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated

or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority

over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement or the

Warrant Agreement.

11.4 Warrant Agreement.

The Company shall have entered into the Warrant Agreement with a warrant agent on terms satisfactory to the Subscriber.

12. Governing

Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the laws of the State

of New York for agreements made and to be wholly performed within such state. The parties hereto hereby waive any right to a jury trial

in connection with any litigation pursuant to this Agreement and the transactions contemplated hereby.

13. Assignment;

Entire Agreement; Amendment.

13.1 Assignment.

Neither this Agreement nor any rights hereunder may be assigned by any party to any other person other than by the Subscriber to a person

agreeing to be bound by the terms hereof, including the transfer restrictions contained in Section 7 hereof.

13.2 Entire Agreement.

This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter thereof and merges and supersedes

all prior discussions, agreements and understandings of any and every nature among them.

13.3 Amendment.

Except as expressly provided in this Agreement, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated

other than by a written instrument signed by all of the parties hereto. Any amendment to the terms of the Placement Warrants (including,

for the avoidance of doubt, the forfeiture or cancellation thereof) shall require the prior written consent of the Purchaser. Each of

the parties hereto shall receive notice of any proposed amendment to the terms of the Placement Warrants at least two business days prior

to the effective date of such amendment.

13.4 Binding upon Successors.

This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, legal representatives,

successors and permitted assigns.

14. Notices.

14.1 Notices. Unless

otherwise provided herein, any notice or other communication to a party hereunder shall be sufficiently given if in writing and personally

delivered or sent by facsimile or other electronic transmission with copy sent in another manner herein provided or sent by courier (which

for all purposes of this Agreement shall include Federal Express or other recognized overnight courier) or mailed to said party by certified

mail, return receipt requested, at its address provided for herein or such other address as either may designate for itself in such notice

to the other. Communications shall be deemed to have been received when delivered personally, on the scheduled arrival date when sent

by next day or 2nd-day courier service, or if sent by facsimile upon receipt of confirmation of transmittal or, if sent by mail, then

three days after deposit in the mail. If given by electronic transmission, such notice shall be deemed to be delivered (a) if by electronic

mail, when directed to an electronic mail address at which the recipient has consented to receive notice; (b) if by a posting on an electronic

network together with separate notice to the recipient of such specific posting, upon the later of (1) such posting and (2) the giving

of such separate notice; and (c) if by any other form of electronic transmission, when directed to the recipient.

15. Counterparts.

This Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and the same agreement

and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that

both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery

of a “pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose

behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original

thereof.

16. Survival;

Severability.

16.1 Survival. The

representations, warranties, covenants and agreements of the parties hereto shall survive the Closing Date.

16.2 Severability.

In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable

or void, this Agreement shall continue in full force and effect without said provision; provided that no such severability shall be effective

if it materially changes the economic benefit of this Agreement to any party.

17. Headings.

The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting

this Agreement.

[Signature page follows]

IN WITNESS WHEREOF,

the parties hereto have executed this Agreement to be effective as of the date first set forth above.

COMPANY:

NorthStrive Acquisition Corp I.

By:

/s/ Michel Tamer

Name:

Michel Tamer

Title:

Chief Executive Officer

PURCHASER:

NorthStrive Sponsor I LLC

By:

/s/ George Kovalyov

Name:

George Kovalyov

Title:

Managing Member

EX-10.5

Filename: ea030282701ex10-5.htm · Sequence: 10

Exhibit 10.5

FORM OF INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT (this “Agreement”)

is made as of August 17, 2026, by and between NorthStrive Acquisition Corp I., a Cayman Islands exempted company with limited liability

(the “Company”), and the undersigned (“Indemnitee”).

RECITALS

WHEREAS, highly competent persons

have become more reluctant to serve publicly-held companies as directors, officers or in other capacities unless they are provided with

adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising

out of their service to and activities on behalf of such companies;

WHEREAS, the Board of Directors of the

Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company

will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its

Subsidiaries (as defined below) from certain liabilities;

WHEREAS, while the Amended and Restated

Memorandum and Articles of Association of the Company provide for the indemnification of the officers and directors of the Company, Indemnitee

may also be entitled to indemnification pursuant to applicable Cayman Islands law, and the Amended and Restated Memorandum and Articles

of Association (as may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”)

provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered

into between the Company and members of the board of directors, officers and other persons with respect to indemnification, hold harmless,

exoneration, advancement and reimbursement rights;

WHEREAS, the uncertainties relating to

such insurance and to indemnification have increased the difficulty of attracting and retaining such persons;

WHEREAS, the Board has determined that

the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company’s shareholders

and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;

WHEREAS, it is reasonable, prudent and

necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of,

such persons to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of

the Company so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against

liabilities;

WHEREAS, this Agreement is a supplement

to and in furtherance of the Amended and Restated Memorandum and Articles of Association of the Company and any resolutions adopted pursuant

thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and

WHEREAS, Indemnitee may not be willing

to serve as an officer or director without adequate protection, and the Company desires Indemnitee to serve in such capacity, and Indemnitee

is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that he or she

be so indemnified.

NOW, THEREFORE, in consideration of the

premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

TERMS AND CONDITIONS

1. SERVICES TO THE COMPANY. In consideration

of the Company’s covenants and obligations hereunder, Indemnitee will serve or continue to serve as an officer, director, advisor,

key employee or any other capacity of the Company, as applicable, for so long as Indemnitee is duly elected or appointed or retained or

until Indemnitee tenders his or her resignation or until Indemnitee is removed. The foregoing notwithstanding, this Agreement shall continue

in full force and effect after Indemnitee has ceased to serve as a director, officer, advisor, key employee or in any other capacity of

the Company, as provided in Section 17. This Agreement, however, shall not impose any obligation on Indemnitee or the Company to

continue Indemnitee’s service to the Company beyond any period otherwise required by law or by other agreements or commitments of

the parties, if any.

2. DEFINITIONS. As used in this Agreement:

(a) References to “agent”

shall mean any person who is or was a director, officer or employee of the Company or a Subsidiary of the Company or other person authorized

by the Company to act for the Company, to include such person serving in such capacity as a director, officer, employee, fiduciary or

other official of another company, corporation, partnership, limited liability company, joint venture, trust or other enterprise at the

request of, for the convenience of, or to represent the interests of the Company or a Subsidiary of the Company.

(b) The terms “Beneficial

Owner” and “Beneficial Ownership” shall have the meanings set forth in Rule 13d-3 promulgated

under the Exchange Act (as defined below) as in effect on the date hereof.

shall mean the courts of the Cayman Islands.

(d) A “Change

in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following

events:

(i) Acquisition of Shares

by Third Party. Other than an affiliate of NorthStrive Sponsor I LLC, a Delaware limited liability company (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of

securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding

securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the

Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled

to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined

below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

(ii) Change in Board

of Directors. Individuals who, as of the date hereof, constitute the Board, and any new director whose election by the Board or nomination

for election by the Company’s shareholders was approved by a vote of at least two thirds of the directors then still in office who

were directors on the date hereof or whose election for nomination for election was previously so approved (collectively, the “Continuing

Directors”), cease for any reason to constitute at least a majority of the members of the Board;

(iii) Corporate Transactions.

The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving

the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business

Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote

generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than

50% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors

resulting from such Business Combination (including, without limitation, a company which as a result of such transaction owns the Company

or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries) in substantially the same

proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election

of directors; (2) other than an affiliate of the Sponsor, no Person (excluding any company resulting from such Business Combination) is

the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled

to vote generally in the election of directors of the surviving company except to the extent that such ownership existed prior to the

Business Combination; and (3) at least a majority of the Board of Directors of the company resulting from such Business Combination were

Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for

such Business Combination;

(iv) Liquidation.

The approval by the shareholders of the Company of a complete liquidation of the Company or an agreement or series of agreements for the

sale or disposition by the Company of all or substantially all of the Company’s assets, other than factoring the Company’s

current receivables or escrows due (or, if such approval is not required, the decision by the Board to proceed with such a liquidation,

sale, or disposition in one transaction or a series of related transactions); or

(v) Other Events.

There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation

14A (or any successor rule) (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act (as

defined below), whether or not the Company is then subject to such reporting requirement.

(e) “Companies

Law” shall mean the Companies Act (Revised) of the Cayman Islands, as amended from time to time.

(f) “Corporate

Status” describes the status of a person who is or was a director, officer, trustee, general partner, manager, managing

member, fiduciary, employee or agent of the Company or of any other Enterprise (as defined below) which such person is or was serving

at the request of the Company.

(g) “Disinterested

Director” shall mean a director of the Company who is not and was not a party to the Proceeding (as defined below) in respect

of which indemnification is sought by Indemnitee.

(h) “Enterprise”

shall mean the Company and any other company, corporation, constituent company or corporation (including any constituent of a constituent)

absorbed in a consolidation or merger to which the Company (or any of its wholly owned Subsidiaries) is a party, limited liability company,

partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the

Company as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent.

(i) “Exchange

Act” shall mean the United States Securities Exchange Act of 1934, as amended.

(j) “Expenses”

shall include all direct and indirect costs, fees and expenses of any type or nature whatsoever, including, without limitation, all reasonable

attorneys’ fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, fees of private

investigators and professional advisors, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees,

fax transmission charges, secretarial services and all other disbursements, obligations or expenses in connection with prosecuting, defending,

preparing to prosecute or defend, investigating, being or preparing to be a witness in, settlement or appeal of, or otherwise participating

in, a Proceeding (as defined below), including reasonable compensation for time spent by the Indemnitee for which he or she is not otherwise

compensated by the Company or any third party. Expenses also shall include Expenses incurred in connection with any appeal resulting from

any Proceeding (as defined below), including without limitation the principal, premium, security for, and other costs relating to any

cost bond, supersedes bond, or other appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by

Indemnitee or the amount of judgments or fines against Indemnitee.

(k) References to “fines”

shall include any excise tax assessed on Indemnitee with respect to any employee benefit plan.

(l) References to “serving

at the request of the Company” shall include any service as a director, officer, employee, agent or fiduciary of the Company

or a Subsidiary of the Company which imposes duties on, or involves services by, such director, officer, employee, agent or fiduciary

with respect to an employee benefit plan, its participants or beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee

reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be

deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.

(m) “Independent

Counsel” shall mean a law firm or a member of a law firm with significant experience in matters of corporation law and that

neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material

to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar

indemnification agreements); or (ii) any other party to the Proceeding (as defined below) giving rise to a claim for indemnification hereunder.

Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards

of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action

to determine Indemnitee’s rights under this Agreement.

(n) The term “Person”

shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act as in effect on the date hereof; provided, however,

that “Person” shall exclude: (i) the Company; (ii) any Subsidiaries of the Company; (iii) any employment benefit plan of the

Company or of a Subsidiary (as defined below) of the Company or of any corporation owned, directly or indirectly, by the shareholders

of the Company in substantially the same proportions as their ownership of shares of the Company; and (iv) any trustee or other fiduciary

holding securities under an employee benefit plan of the Company or of a Subsidiary (as defined below) of the Company or of a corporation

owned directly or indirectly by the shareholders of the Company in substantially the same proportions as their ownership of shares of

the Company.

(o) The term “Proceeding”

shall include any threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation,

inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company or

otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative or investigative or related

nature, in which Indemnitee was, is, will or might be involved as a party or otherwise by reason of the fact that Indemnitee is or was

a director or officer of the Company, by reason of any action (or failure to act) taken by him or her or of any action (or failure to

act) on his or her part while acting as a director or officer of the Company, or by reason of the fact that he or she is or was serving

at the request of the Company as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent of any other

Enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification,

reimbursement, or advancement of expenses can be provided under this Agreement.

(p) The term “Subsidiary,”

with respect to any Person, shall mean any corporation, limited liability company, partnership, joint venture, trust or other entity of

which a majority of the voting power of the voting equity securities or equity interest is owned, directly or indirectly, by that Person.

3. INDEMNITY IN THIRD-PARTY PROCEEDINGS.

To the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company,

the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 3 if Indemnitee

was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding, other than

a Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant

to this Section 3, Indemnitee shall be indemnified, held harmless and exonerated against all Expenses, judgments, liabilities, fines,

penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or

in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually, and reasonably incurred by Indemnitee

or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and

in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal

Proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

4. INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT

OF THE COMPANY. To the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association

of the Company, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 4

if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding

by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant to this

Section 4, Indemnitee shall be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by

him or her on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good

faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company. No indemnification,

hold harmless or exoneration for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which

Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that any court in which

the Proceeding was brought or the Cayman Court shall determine upon application that, despite the adjudication of liability but in view

of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification, to be held harmless or to exoneration.

5. INDEMNIFICATION FOR EXPENSES OF A PARTY

WHO IS WHOLLY OR PARTLY SUCCESSFUL. Notwithstanding any other provisions of this Agreement except for Section 27, to the extent

that Indemnitee was or is, by reason of Indemnitee’s Corporate Status, a party to (or a participant in) and is successful, on the

merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall, to

the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, indemnify,

hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by him or her in connection therewith. If

Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than

all claims, issues or matters in such Proceeding, the Company shall, to the fullest extent permitted by applicable law and the Amended

and Restated Memorandum and Articles of Association of the Company, indemnify, hold harmless and exonerate Indemnitee against all Expenses

actually and reasonably incurred by him or her or on his or her behalf in connection with each successfully resolved claim, issue or matter.

If Indemnitee is not wholly successful in such Proceeding, the Company also shall, to the fullest extent permitted by applicable law and

the Amended and Restated Memorandum and Articles of Association of the Company, indemnify, hold harmless and exonerate Indemnitee against

all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue, or matter on which Indemnitee

was successful. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding

by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

6. INDEMNIFICATION FOR EXPENSES OF A WITNESS.

Notwithstanding any other provision of this Agreement except for Section 27, to the extent that Indemnitee is, by reason of his or

her Corporate Status, a witness or deponent in any Proceeding to which Indemnitee was or is not a party or threatened to be made a party,

he or she shall, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association

of the Company, be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by him or her or on

his or her behalf in connection therewith.

7. ADDITIONAL INDEMNIFICATION, HOLD HARMLESS

AND EXONERATION RIGHTS.

(a) Notwithstanding any limitation

in Sections 3, 4, or 5, except for Section 27, the Company shall, to the fullest extent permitted by applicable law and the

Amended and Restated Memorandum and Articles of Association of the Company, indemnify, hold harmless and exonerate Indemnitee if Indemnitee

is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure

a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments

and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement)

actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnification, hold harmless or exoneration rights

shall be available under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s

duty of loyalty to the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct

or a knowing violation of the law.

(b) Notwithstanding any limitation

in Sections 3, 4, 5 or 7(a), except for Section 27, the Company shall, to the fullest extent permitted by applicable law and

the Amended and Restated Memorandum and Articles of Association of the Company, indemnify, hold harmless and exonerate Indemnitee if Indemnitee

is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure

a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments

and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement)

actually and reasonably incurred by Indemnitee in connection with the Proceeding.

8. CONTRIBUTION IN THE EVENT OF JOINT LIABILITY.

(a) To the fullest extent

permissible under applicable law, if the indemnification, hold harmless and/or exoneration rights provided for in this Agreement are unavailable

to Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying, holding harmless or exonerating Indemnitee,

shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for judgments, liabilities, fines, penalties, amounts

paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding without requiring Indemnitee to contribute to

such payment, and the Company hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee.

(b) The Company shall not

enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding)

unless such settlement provides for a full and final release of all claims asserted against Indemnitee.

to fully indemnify, hold harmless and exonerate Indemnitee from any claims for contribution which may be brought by officers, directors

or employees of the Company other than Indemnitee who may be jointly liable with Indemnitee.

9. EXCLUSIONS. Notwithstanding any provision

in this Agreement, the Company shall not be obligated under this Agreement to make any indemnification, advance expenses, hold harmless

or exoneration payment in connection with any claim made against Indemnitee:

(a) for which payment has

actually been received by or on behalf of Indemnitee under any insurance policy or other indemnity or advancement provision and which

payment has not subsequently been returned, except with respect to any excess beyond the amount actually received under any insurance

policy, contract, agreement, other indemnity or advancement provision or otherwise;

(b) for an accounting of profits

made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b)

of the Exchange Act (or any successor rule) or similar provisions of state statutory law or common law; or

in Sections 14(f)-(g) hereof, prior to a Change in Control, in connection with any Proceeding (or any part of any Proceeding) initiated

by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors,

officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its

initiation or (ii) the Company provides the indemnification, hold harmless or exoneration payment, in its sole discretion, pursuant to

the powers vested in the Company under applicable law.

10. ADVANCES OF EXPENSES; DEFENSE OF CLAIM.

(a) Notwithstanding any provision

of this Agreement to the contrary except for Section 27, and to the fullest extent not prohibited by applicable law, the Company shall

pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection

with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time

to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by applicable law and the Amended

and Restated Memorandum and Articles of Association of the Company, be unsecured and interest free. Advances shall, to the fullest extent

permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, be made without regard

to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held

harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing

a Proceeding to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support

the advances claimed. To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition

of the Proceeding shall be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee, to repay the advanced

amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company under the provisions

of this Agreement, the Amended and Restated Memorandum and Articles of Association, applicable law or otherwise. This Section 10(a)

shall not apply to any claim made by Indemnitee for which an indemnification, hold harmless or exoneration payment is excluded pursuant

to Section 9.

(b) The Company will be entitled

to participate in the Proceeding at its own expense.

settle any action, claim or Proceeding (in whole or in part) which would impose any Expense, judgment, fine, penalty or limitation on

Indemnitee without Indemnitee’s prior written consent.

11. PROCEDURE FOR NOTIFICATION AND APPLICATION

FOR INDEMNIFICATION.

(a) Indemnitee agrees to notify

promptly the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document

relating to any Proceeding, claim, issue or matter therein which may be subject to indemnification, hold harmless or exoneration rights,

or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any

obligation which it may have to Indemnitee under this Agreement, or otherwise.

(b) Indemnitee may deliver

to the Company a written application to indemnify, hold harmless or exonerate Indemnitee in accordance with this Agreement. Such application(s)

may be delivered from time to time and at such time(s) as Indemnitee deems appropriate in his or her sole discretion. Following such a

written application for indemnification by Indemnitee, Indemnitee’s entitlement to indemnification shall be determined according

to Section 12(a) of this Agreement.

12. PROCEDURE UPON APPLICATION FOR INDEMNIFICATION.

(a) A determination, if required

by applicable law, with respect to Indemnitee’s entitlement to indemnification shall be made in the specific case by one of the

following methods, which shall be at the election of Indemnitee: (i) by a majority vote of the Disinterested Directors, even though less

than a quorum of the Board, (ii) by a committee of such directors designated by majority vote of such directors, (iii) if there are no

Disinterested Directors or if such directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall

be delivered to Indemnitee, or (iv) by vote of the shareholders. The Company promptly will advise Indemnitee in writing with respect to

any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification

has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten

(10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination

with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable

advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably

available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including reasonable attorneys’ fees

and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne

by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby agrees

to indemnify and to hold Indemnitee harmless therefrom.

(b) In the event the determination

of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel

shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall

request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity

of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent

Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall

give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent

Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event,

Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received,

deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection

may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel”

as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion.

Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and

substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or

a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by

Indemnitee of a written request for indemnification pursuant to Section 11(b) hereof, no Independent Counsel shall have been selected

and not objected to, either the Company or Indemnitee may petition the Cayman Court for resolution of any objection which shall have been

made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel

of a person selected by the Cayman Court, and the person with respect to whom all objections are so resolved or the person so appointed

shall act as Independent Counsel under Section (a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant

to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity

(subject to the applicable standards of professional conduct then prevailing).

pay the reasonable fees and expenses of Independent Counsel and to fully indemnify and hold harmless such Independent Counsel against

any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

13. PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS.

(a) In making a determination

with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall presume that Indemnitee

is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 11(b)

of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making by any person,

persons or entity of any determination contrary to that presumption. Neither the failure of the Company (including by the Disinterested

Directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that

indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination

by the Company (including by the Disinterested Directors or Independent Counsel) that Indemnitee has not met such applicable standard

of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

(b) If the person, persons

or entity empowered or selected under Section 12 of this Agreement to determine whether Indemnitee is entitled to indemnification

shall not have made a determination within thirty (30) days after receipt by the Company of the request therefor, the requisite determination

of entitlement to indemnification shall, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and

Articles of Association of the Company, be deemed to have been made and Indemnitee 12 shall be entitled to such indemnification, absent

(i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement

not materially misleading, in connection with the request for indemnification, or (ii) a final judicial determination that any or all

such indemnification is expressly prohibited under applicable law or the Amended and Restated Memorandum and Articles of Association of

the Company; provided, however, that such 30-day period may be extended for a reasonable time, not to exceed an additional fifteen (15)

days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires

such additional time for the obtaining or evaluating of documentation and/or information relating thereto.

Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or

its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee

to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed

to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable

cause to believe that his or her conduct was unlawful.

(d) For purposes of any determination

of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of

account of the Enterprise, including financial statements, or on information supplied to Indemnitee by the directors, manager, or officers

of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise, its Board, any committee of the

Board or any director, trustee, general partner, manager or managing member, or on information or records given or reports made to the

Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing member, by an independent

certified public accountant or by an appraiser or other expert selected by the Enterprise, its Board, any committee of the Board or any

director, trustee, general partner, manager or managing member. The provisions of this Section 13(d) shall not be deemed to be exclusive

or to limit in any way the other circumstances in which Indemnitee may be deemed or found to have met the applicable standard of conduct

set forth in this Agreement.

(e) The knowledge and/or actions,

or failure to act, of any other director, officer, trustee, partner, manager, managing member, fiduciary, agent or employee of the Enterprise

shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

14. REMEDIES OF INDEMNITEE.

(a) In the event that (i)

a determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement,

(ii) advancement of Expenses, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of

Association of the Company, is not timely made pursuant to Section 10 of this Agreement, (iii) no determination of entitlement to

indemnification shall have been made pursuant to Section 12(a) of this Agreement within thirty (30) days after receipt by the Company

of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 5, 6, 7 or the last sentence

of Section 12(a) of this Agreement within ten (10) days after receipt by the Company of a written request therefor, (v) a contribution

payment is not made in a timely manner pursuant to Section 8 of this Agreement, (vi) payment of indemnification pursuant to Section 3

or 4 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification,

or (vii) payment to Indemnitee pursuant to any hold harmless or exoneration rights under this Agreement or otherwise is not made in accordance

with this Agreement, Indemnitee shall be entitled to an adjudication by the Cayman Court to such indemnification, hold harmless, exoneration,

contribution or advancement rights. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted

by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Except as set forth herein,

the provisions of Cayman Islands law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Company shall

not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

(b) In the event that a determination

shall have been made pursuant to Section 12(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial

proceeding or arbitration commenced pursuant to this Section 14 shall be conducted in all respects as a de novo trial, or arbitration,

on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination.

or arbitration commenced pursuant to this Section 14, Indemnitee shall be presumed to be entitled to be indemnified, held harmless,

exonerated to receive advancement of Expenses under this Agreement and the Company shall have the burden of proving Indemnitee is not

entitled to be indemnified, held harmless, exonerated and to receive advancement of Expenses, as the case may be, and the Company may

not refer to or introduce into evidence any determination pursuant to Section 12(a) of this Agreement adverse to Indemnitee for any

purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 14, Indemnitee shall not be required

to reimburse the Company for any advances pursuant to Section 10 until a final determination is made with respect to Indemnitee’s

entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).

(d) If a determination shall

have been made pursuant to Section 12(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound

by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 14, absent (i) a misstatement

by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading,

in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

(e) The Company shall be precluded

from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 14 that the procedures and presumptions

of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the

Company is bound by all the provisions of this Agreement.

(f) The Company shall indemnify

and hold harmless Indemnitee to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of

Association of the Company against all Expenses and, if requested by Indemnitee, shall (within ten (10) days after the Company’s

receipt of such written request) pay to Indemnitee, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum

and Articles of Association of the Company, such Expenses which are incurred by Indemnitee in connection with any judicial proceeding

or arbitration brought by Indemnitee: (i) to enforce his or her rights under, or to recover damages for breach of, this Agreement or any

other indemnification, hold harmless, exoneration, advancement or contribution agreement or provision of the Amended and Restated Memorandum

and Articles of Association now or hereafter in effect; or (ii) for recovery or advances under any insurance policy maintained by any

person for the benefit of Indemnitee, regardless of the outcome and whether Indemnitee ultimately is determined to be entitled to such

indemnification, hold harmless or exoneration right, advancement, contribution or insurance recovery, as the case may be (unless such

judicial proceeding or arbitration was not brought by Indemnitee in good faith).

(g) Interest shall be paid

by the Company to Indemnitee at the legal rate under New York law for amounts which the Company indemnifies, holds harmless or exonerates,

or advances, or is obliged to indemnify, hold harmless or exonerate or advance for the period commencing with the date on which Indemnitee

requests indemnification, to be held harmless, exonerated, contribution, reimbursement or advancement of any Expenses and ending with

the date on which such payment is made to Indemnitee by the Company.

15. SECURITY. Notwithstanding anything

herein to the contrary, except for Section 27, to the extent requested by Indemnitee and approved by the Board, the Company may at

any time and from time to time provide security to Indemnitee for the Company’s obligations hereunder through an irrevocable bank

line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released without

the prior written consent of Indemnitee.

16. NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE;

SUBROGATION.

(a) The rights of Indemnitee

as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under

applicable law, the Amended and Restated Memorandum and Articles of Association, any agreement, a vote of shareholders or a resolution

of directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any

right of Indemnitee under this Agreement in respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced

or completed) or claim, issue or matter therein arising out of, or related to, any action taken or omitted by such Indemnitee in his or

her Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in applicable law, whether by statute

or judicial decision, permits greater indemnification, hold harmless or exoneration rights or advancement of Expenses than would be afforded

currently under the Amended and Restated Memorandum and Articles of Association or this Agreement, it is the intent of the parties hereto

that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is

intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other

right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right

or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

(b) The Companies Law and

the Amended and Restated Memorandum and Articles of Association permit the Company to purchase and maintain insurance or furnish similar

protection or make other arrangements including, but not limited to, providing a trust fund, letter of credit, or surety bond (“Indemnification

Arrangements”) on behalf of Indemnitee against any liability asserted against him or her or incurred by or on behalf of

him or her or in such capacity as a director, officer, employee or agent of the Company, or arising out of his or her status as such,

whether or not the Company would have the power to indemnify him or her against such liability under the provisions of this Agreement

or under the Companies Law, as it may then be in effect. The purchase, establishment, and maintenance of any such Indemnification Arrangement

shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly

provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the

rights and obligations of the Company or the other party or parties thereto under any such Indemnification Arrangement.

Company maintains an insurance policy or policies providing liability insurance for directors, officers, trustees, partners, managers,

managing members, fiduciaries, employees, or agents of the Company or of any other Enterprise which such person serves at the request

of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of

the coverage available for any such director, officer, trustee, partner, managers, managing member, fiduciary, employee or agent under

such policy or policies. If, at the time the Company receives notice from any source of a Proceeding as to which Indemnitee is a party

or a participant (as a witness, deponent or otherwise), the Company has director and officer liability insurance in effect, the Company

shall give prompt notice of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The

Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable

as a result of such Proceeding in accordance with the terms of such policies.

(d) In the event of any payment

under this Agreement, the Company, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles

of Association of the Company, shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, including

with respect to any insurance. The Indemnitee shall execute all papers required and take all action necessary to secure such 16 rights,

including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights. No such payment by

the Company shall be deemed to relieve any insurer of its obligations.

(e) The Company’s obligation

to indemnify, hold harmless, exonerate or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company

as a director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent of any other Enterprise shall be reduced

by any amount Indemnitee has actually received as indemnification, hold harmless or exoneration payments or advancement of expenses from

such Enterprise. Notwithstanding any other provision of this Agreement to the contrary except for Section 27, (i) Indemnitee shall

have no obligation to reduce, offset, allocate, pursue or apportion any indemnification, hold harmless, exoneration, advancement, contribution

or insurance coverage among multiple parties possessing such duties to Indemnitee prior to the Company’s satisfaction and performance

of all its obligations under this Agreement, and (ii) the Company shall perform fully its obligations under this Agreement without regard

to whether Indemnitee holds, may pursue or has pursued any indemnification, advancement, hold harmless, exoneration, contribution or insurance

coverage rights against any person or entity other than the Company.

(f) Notwithstanding anything

contained herein, the Company is the primary indemnitor, and any indemnification or advancement obligation of the Sponsor or its affiliates

is secondary.

17. DURATION OF AGREEMENT. All agreements

and obligations of the Company contained herein shall continue during the period Indemnitee serves as a director or officer of the Company

or as a director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent of any other corporation, partnership,

joint venture, trust, employee benefit plan or other Enterprise which Indemnitee serves at the request of the Company and shall continue

thereafter so long as Indemnitee shall be subject to any possible Proceeding (including any rights of appeal thereto and any Proceeding

commenced by Indemnitee pursuant to Section 14 of this Agreement) by reason of his or her Corporate Status, whether or not he or

she is acting in any such capacity at the time any liability or expense is incurred for which indemnification or advancement can be provided

under this Agreement.

18. SEVERABILITY. If any provision

or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality

and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section, paragraph

or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid,

illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted

by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company; (b) such provision or provisions

shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties

hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section,

paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself

invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.

19. ENFORCEMENT AND BINDING EFFECT.

(a) The Company expressly

confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee

to serve as a director, officer or key employee of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement

in serving as a director, officer or key employee of the Company.

(b) Without limiting any of

the rights of Indemnitee under the Amended and Restated Memorandum and Articles of Association of the Company as they may be amended from

time to time, this Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and

supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject

matter hereof.

harmless, exoneration and advancement of expenses rights provided by or granted pursuant to this Agreement shall be binding upon and be

enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase,

merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company), shall continue as to an

Indemnitee who has ceased to be a director, officer, employee or agent of the Company or a director, officer, trustee, general partner,

manager, managing member, fiduciary, employee or agent of any other Enterprise at the Company’s request, and shall inure to the

benefit of Indemnitee and his or her spouse, assigns, heirs, devisees, executors and administrators and other legal representatives.

(d) The Company shall require

and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial

part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to

assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if

no such succession had taken place.

(e) The Company and Indemnitee

agree herein that a monetary remedy for breach of this Agreement, at some later date, may be inadequate, impracticable and difficult of

proof, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto agree that Indemnitee

may, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company,

enforce this Agreement by seeking, among other things, injunctive relief and/or specific performance hereof, without any necessity of

showing actual damage or irreparable harm and that by seeking injunctive relief and/or specific performance, Indemnitee shall not be precluded

from seeking or obtaining any other relief to which he or she may be entitled. The Company and Indemnitee further agree that Indemnitee

shall, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company,

be entitled to such specific performance and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent

injunctions, without the necessity of posting bonds or other undertaking in connection therewith. The Company acknowledges that in the

absence of a waiver, a bond or undertaking may be required of Indemnitee by a court of competent jurisdiction, Company hereby waives any

such requirement of such a bond or undertaking to the fullest extent permitted by applicable law and the Amended and Restated Memorandum

and Articles of Association of the Company.

20. MODIFICATION AND WAIVER. No supplement,

modification or amendment of this Agreement shall be binding unless executed in writing by the Company and Indemnitee. No waiver of any

of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement nor shall any

waiver constitute a continuing waiver.

21. NOTICES. All notices, requests,

demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) if delivered

by hand and receipted for by the party to whom said notice or other communication shall have been directed, or (ii) mailed by certified

or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed:

(a) If to Indemnitee, at the

address indicated on the signature page of this Agreement, or such other address as Indemnitee shall provide in writing to the Company.

(b) If to the Company, to:

NorthStrive Acquisition Corp I.

120 Newport Center Drive

Newport, CA 92660

Attn: Michel Tamer, CEO

Email: tamer.m@northstrive.com

With a copy, which shall not constitute

notice, to

Sichenzia Ross Ference Carmel LLP

1185 Avenue of the Americas, 26th

Floor

New York, NY 10036

Attn: Ross D. Carmel, Esq.

or to any other address as

may have been furnished to Indemnitee in writing by the Company.

22. APPLICABLE LAW AND CONSENT TO JURISDICTION. This

Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the

State of New York, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant

to Section 14(a) of this Agreement, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and

Articles of Association of the Company, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or

proceeding arising out of or in connection with this Agreement shall be brought only in the Cayman Court and not in any other state or

federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of

the Cayman Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) waive any objection

to the laying of venue of any such action or proceeding in the Cayman Court; and (d) waive, and agree not to plead or to make, any claim

that any such action or proceeding brought in the Cayman Court has been brought in an improper or inconvenient forum, or is subject (in

whole or in part) to a jury trial. To the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles

of Association of the Company, the parties hereby agree that the mailing of process and other papers in connection with any such action

or proceeding in the manner provided by Section 21 or in such other manner as may be permitted by applicable law and the Amended

and Restated Memorandum and Articles of Association of the Company, shall be valid and sufficient service thereof.

23. IDENTICAL COUNTERPARTS. This Agreement

may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together

shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs

to be produced to evidence the existence of this Agreement.

24. MISCELLANEOUS. Use of the masculine

pronoun shall be deemed to include usage of the feminine pronoun where appropriate. The headings of the paragraphs of this Agreement are

inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

25. PERIOD OF LIMITATIONS. No legal

action shall be brought and no cause of action shall be asserted by or in the right of the Company against Indemnitee, Indemnitee’s

spouse, heirs, executors or personal or legal representatives after the expiration of two years from the date of accrual of such cause

of action, and any claim or cause of action of the Company shall be extinguished and deemed released unless asserted by the timely filing

of a legal action within such two-year period; provided, however, that if any shorter period of limitations is otherwise applicable to

any such cause of action such shorter period shall govern.

26. ADDITIONAL ACTS. If for the validation

of any of the provisions in this Agreement any act, resolution, approval or other procedure is required to the fullest extent permitted

by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, the Company undertakes to cause

such act, resolution, approval or other procedure to be affected or adopted in a manner that will enable the Company to fulfill its obligations

under this Agreement.

27. WAIVER OF CLAIMS TO TRUST ACCOUNT. Indemnitee

hereby agrees that he or she does not have any right, title, interest or claim of any kind (each, a “Claim”)

in or to any monies in the trust account established in connection with the Company’s initial public offering for the benefit of

the Company and holders of shares issued in such offering, and hereby waives any Claim he or she may have in the future as a result of,

or arising out of, any services provided to the Company and will not seek recourse against such trust account for any reason whatsoever.

28. MAINTENANCE OF INSURANCE. The

Company shall use commercially reasonable efforts to obtain and maintain in effect during the entire period for which the Company is obligated

to indemnify the Indemnitee under this Agreement, one or more policies of insurance with reputable insurance companies to provide the

officers/directors of the Company with coverage for losses from wrongful acts and omissions and to ensure the Company’s performance

of its indemnification obligations under this Agreement. The Indemnitee shall be covered by such policy or policies in accordance with

its or their terms to the maximum extent of the coverage available for any such director or officer under such policy or policies. In

all such insurance policies, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee with the same rights

and benefits as are accorded to the most favorably insured of the Company’s directors and officers.

29. INTERPRETATION.

In this Agreement:

(a) words importing the singular

number include the plural number and vice versa; words importing the masculine gender include the feminine gender; words importing persons

include corporations as well as any other legal or natural person;

(b) “written”

and “in writing” include all modes of representing or reproducing words in visible form, including in the form of an Electronic

Record;

be construed as imperative and “may” shall be construed as permissive;

(d) references to provisions

of any law or regulation shall be construed as references to those provisions as amended, modified, re-enacted or replaced;

(e) any phrase introduced

by the terms “including”, “include”, “in particular” or any similar expression shall be construed

as illustrative and shall not limit the sense of the words preceding those terms;

(f) the term “and/or”

is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respects

qualifies or modifies the use of the terms “and” or “or” in others. The term “or” shall not be interpreted

to be exclusive and the term “and” shall not be interpreted to require the conjunctive (in each case, unless the context otherwise

requires);

(g) headings are inserted

for reference only and shall be ignored in construing this Agreement;

(h) any requirements as to

delivery under this Agreement include delivery in the form of an electronic record (as defined in the Electronic Transactions Act (Revised));

(i) any requirements as to

execution or signature under this Agreement including the execution of this Agreement itself can be satisfied in the form of an electronic

signature (as defined in the Electronic Transactions Act (Revised));

(j) sections 8 and 19(3)

of the Electronic Transactions Act (Revised) shall not apply.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto

have caused this Indemnity Agreement to be signed as of the day and year first above written.

NORTHSTRIVE ACQUISITION CORP I.

By:

/s/ Michel Tamer

Name:

Michel Tamer

Title:

Chief Executive Officer

INDEMNITEE

By:

Name:

Address:

[Signature page - Indemnity Agreement]

EX-10.6 — ADMINISTRATIVE SERVICES AGREEMENT, DATED AUGUST 17, 2026, BY AND BETWEEN THE COMPANY AND THE SPONSOR

EX-10.6

Filename: ea030282701ex10-6.htm · Sequence: 11

Exhibit 10.6

NorthStrive

Acquisition Corp I.

120

Newport Center Drive

Newport Beach, CA 92660

August

17, 2026

NorthStrive

Sponsor I LLC

120 Newport Center Drive

Newport

Beach, CA 92660

Re:

Administrative

Services Agreement

Ladies

and Gentlemen:

This

letter agreement by and between NorthStrive Acquisition Corp I. (the “Company”) and NorthStrive Sponsor I, LLC (“Sponsor”),

dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on

the Nasdaq Stock Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with

the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation

by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement)

(such earlier date hereinafter referred to as the “Termination Date”):

(i)

Sponsor shall make available, or cause to be made available, to the Company, at 120 Newport Center Drive, Newport Beach, CA 92660 (or

any successor location of Sponsor), certain office space, administrative and shared personnel support services as may be reasonably required

by the Company. In exchange therefor, the Company shall pay Sponsor the sum of $10,000 per month on the Listing Date and continuing monthly

thereafter until the Termination Date; and

(ii)

Sponsor hereby irrevocably waives any and all right, title, interest, causes of action and claims of any kind as a result of, or arising

out of, this letter agreement (each, a “Claim”) in or to, and any and all right to seek payment of any amounts due to it

out of, the trust account established for the benefit of the public shareholders of the Company and into which substantially all of the

proceeds of the Company’s initial public offering will be deposited (the “Trust Account”) as a result of, or arising

out of, this letter agreement, and hereby irrevocably waives any Claim it may have in the future, which Claim would reduce, encumber

or otherwise adversely affect the Trust Account or any monies or other assets in the Trust Account, and further agrees not to seek recourse,

reimbursement, payment or satisfaction of any Claim against the Trust Account or any monies or other assets in the Trust Account for

any reason whatsoever.

This

letter agreement constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes

all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in

any way to the subject matter hereof or the transactions contemplated hereby.

This

letter agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by the

parties hereto.

party hereto may assign either this letter agreement or any of its rights, interests, or obligations hereunder without the prior written

approval of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate

to transfer or assign any interest or title to the purported assignee.

This

letter agreement constitutes the entire relationship of the parties hereto, and any litigation between the parties (whether grounded

in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of

the State of New York, without giving effect to its choice of law principles.

[Signature

page follows]

Very truly yours,

NorthStrive Acquisition Corp I.

By:

/s/

Michel Tamer

Name:

Michel Tamer

Title:

Chief Executive Officer

AGREED AND ACCEPTED BY:

NorthStrive Sponsor I LLC

By:

/s/

George Kovalyov

Name:

George Kovalyov

Title:

Managing Member

EX-99.1 — PRESS RELEASE, DATED AUGUST 17, 2026

EX-99.1

Filename: ea030282701ex99-1.htm · Sequence: 12

Exhibit 99.1

NorthStrive Acquisition Corp I.

$100 Million Initial Public Offering

NEW YORK, NY, August 17, 2026 – NorthStrive

Acquisition Corp I. (the “Company”), a newly organized special purpose acquisition company formed as a Cayman Islands

exempted company, today announced the pricing of its initial public offering of 10,000,000 units at an offering price of $10.00 per unit,

with each unit consisting of one Class A ordinary share, one redeemable warrant and one right to receive one-fourth (1/4th) of one Class

A ordinary share upon the consummation of an initial business combination. Each warrant will entitle the holder thereof to purchase one

Class A ordinary share at a price of $11.50 per share. The units are expected to trade on the Nasdaq under the ticker symbol “NSAIU”

beginning August 18, 2026. Once the securities comprising the units begin separate trading, the Class A ordinary shares, the warrants

and the rights are expected to be traded on the Nasdaq under the symbols “NSAI,” “NSAIW,” and “NSAIR,”

respectively.

D. Boral Capital LLC is acting as sole book-running manager for the

offering.

The Company has granted the underwriter a 45-day option to purchase

up to an additional 1,500,000 units at the initial public offering price to cover over-allotments, if any. The offering is expected to

close on August 19, 2026, subject to customary closing conditions.

A registration statement relating to the securities sold in the initial

public offering was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on August 17, 2026. The

offering is being made only by means of a prospectus. When available, copies of the prospectus may be obtained from D. Boral Capital LLC,

590 Madison Avenue, 39th Floor, New York, NY 10022, by email to dbccapitalmarkets@dboralcapital.com or by calling +1 (212) 970-5150, or

by accessing the SEC’s website at www.sec.gov.

This press release shall not constitute an offer to sell or a solicitation

of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or

sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

NorthStrive Acquisition Corp I.

NorthStrive Acquisition Corp I. is a blank check company incorporated

in the Cayman Islands as a Cayman Islands exempted company for the purpose of effecting a merger, amalgamation, share exchange, asset

acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities.

We have not selected any business combination target, although we intend to focus our search for a target business on companies engaged

in the manufacturing sector serving high-growth demand markets, including, but not limited to, aerospace and defense, industrial technology,

and critical supply chains.

Forward-Looking Statements

This press release contains statements that constitute “forward-looking

statements,” including with respect to the Company’s initial public offering (“IPO”) and search for an initial

business combination. No assurance can be given that the offering discussed above will be completed on the terms described, or at all,

or that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many

of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration

statement and preliminary prospectus for the IPO filed with the SEC. Copies are available on the SEC’s website, www.sec.gov.

The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required

by law.

Contact: Dealflow@northstrivespac1.com

EX-99.2 — PRESS RELEASE, DATED AUGUST 19, 2026

EX-99.2

Filename: ea030282701ex99-2.htm · Sequence: 13

Exhibit 99.2

NorthStrive Acquisition Corp I. Announces Closing

of $100,000,000 Initial Public Offering

New York, NY, August 19, 2026 – NorthStrive

Acquisition Corp I. (Nasdaq: NSAIU) (the “Company”), a newly organized special purpose acquisition company formed as a Cayman

Islands exempted company, today announced the closing of its initial public offering of 10,000,000 units at an offering price of $10.00

per unit, resulting in aggregate gross proceeds to the Company of $100,000,000. Each unit consists of one Class A ordinary share, one

redeemable warrant, and one right to receive one-fourth (1/4) of one Class A ordinary share upon the consummation of an initial business

combination. Each whole warrant, which becomes exercisable on the later of: (i) 12 months from the date hereof, or (ii) the consummation

of our initial business combination, will entitle the holder thereof to purchase one Class A ordinary share at $11.50 per share, subject

to adjustments. The units are listed on The Nasdaq Stock Market LLC (“Nasdaq”) and trade under the ticker symbol “NSAIU”.

Once the securities comprising the units begin separate trading, the Class A ordinary shares, warrants, and rights are expected to be

traded on Nasdaq under the symbols “NSAI”, “NSAIW”, and “NSAIR” respectively.

The Company intends to use the net proceeds from

the offering and the simultaneous private placement of units to pursue and consummate a business combination with one or more businesses.

D. Boral Capital LLC acted as sole book-running

manager for the offering. The Company has granted the underwriter a 45-day option to purchase up to an additional 1,500,000 units at the

initial public offering price to cover over-allotments, if any.

Sichenzia Ross Ference Carmel LLP served as legal

counsel to the Company. DLA Piper LLP (US) served as legal counsel to the underwriters.

The offering was made only by means of a prospectus.

Copies of the prospectus may be obtained from: D. Boral Capital LLC, 590 Madison Avenue, 39th Floor, New York, NY 10022, or by emailing

dbccapitalmarkets@dboralcapital.com, or by accessing the Securities and Exchange

Commission (“SEC”) website at www.sec.gov.

A registration statement relating to the securities

has been filed with, and declared effective by, the SEC. This press release shall not constitute an offer to sell or a solicitation of

an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale

would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

NorthStrive Acquisition Corp I.

NorthStrive Acquisition Corp I. is a blank check company incorporated

in the Cayman Islands as a Cayman Islands exempted company for the purpose of effecting a merger, amalgamation, share exchange, asset

acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities.

We have not selected any business combination target, although we intend to focus our search for a target business on companies engaged

in the manufacturing sector serving high-growth demand markets, including, but not limited to, aerospace and defense, industrial technology,

and critical supply chains.

Forward-Looking Statements

This press release contains statements that constitute “forward-looking

statements,” including with respect to the Company’s initial public offering (“IPO”) and search for an initial

business combination. No assurance can be given that the offering discussed above will be completed on the terms described, or at all,

or that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many

of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration

statement and preliminary prospectus for the IPO filed with the SEC. Copies are available on the SEC’s website, www.sec.gov.

The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required

by law.

Contact: Dealflow@northstrivespac1.com

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