Ordinary Shares falls below the relevant ownership threshold set forth in the Shareholder Agreement as a condition to such Designating Shareholder being entitled to nominate at least one director, the Shareholder Agreement shall immediately terminate with respect to such Designating Shareholder.

  The foregoing description of the Shareholder Agreement is qualified in its entirety by the full terms and conditions thereof.  A form of the Shareholder Agreement was filed by the Company with the SEC as Exhibit 10.1 to the Company 8-K, which exhibit is hereby incorporated herein by reference.

  Except as described above, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or between such persons and any other person with respect to any securities of the Company, including but not limited to the transfer or voting of any securities of the Company, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies.

Item 7. Materials to be Filed as Exhibits

  There is filed herewith as Exhibit 1 a written agreement relating to the filing of joint acquisition statements as required by Section 240.13d-1(k) under the Securities Exchange Act of 1934, as amended.

  A form of Company Founder Warrants Agreement was filed by the Company with the SEC as Exhibit 10.14 to the Company 8-K.  Such exhibit is hereby incorporated herein by reference.

  A copy of the Warrant Agent Agreement was filed by the Company with the SEC as Exhibit 10.12 to the Company 8-K.  Such exhibit is hereby incorporated herein by reference.

  A form of Company Earnout Warrants Agreement was filed by the Company with the SEC as Exhibit 10.10 to the Company 8-K.  Such exhibit is hereby incorporated herein by reference.

  A form of the Registration Rights Agreement was filed by the Company with the SEC as Exhibit 10.2 to the Company 8-K.  Such exhibit is hereby incorporated herein by reference.

  A form of the Shareholder Agreement was filed by the Company with the SEC as Exhibit 10.1 to the Company 8-K.  Such exhibit is hereby incorporated herein by reference.