Common use of Assignment of Shares Clause in Contracts

Assignment of Shares. Seller hereby assigns 17,250 Shares to each of the Buyers, of which an aggregate of 9,000 Shares shall be subject to forfeiture by the Buyers on a pro rata basis to the extent the underwriters’ over-allotment option (as described in the Company’s registration statement on Form S-1, as amended (File Number 333-189498) (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to an underwritten public offering by the Company (the “Public Offering”)) is not exercised in full. The Buyers have paid to the Seller an aggregate amount of Four Hundred Dollars ($400.00) (the “Purchase Price”), in consideration of the assignment of the Shares. Twenty Five Percent (25%) of the shares of Common Stock (the “Founder Earnout Shares”) assigned hereby will be subject to forfeiture by the Buyers on the fifth anniversary of the Company’s initial business combination unless following the Company’s initial business combination the last sale price of the Company’s Common Stock equals or exceeds $13.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period or the company completes a liquidation, merger, stock exchange or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for consideration in cash, securities or other property which equals or exceeds $13.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like).

Assignment of Shares. Seller hereby assigns 17,250 104,168 Shares to each of the BuyersBuyer, of which an aggregate of 9,000 13,587 Shares shall be subject to forfeiture by the Buyers on a pro rata basis Buyer to the extent the underwriters’ over-allotment option (as described in the Company’s registration statement on Form S-1, as amended (File Number 333-189498173930) (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to an underwritten public offering by the Company (the “Public Offering”)) is not exercised in full. The Buyers have paid In addition, a portion of the Shares held by each Buyer, in an amount equal to 25% of the Seller an aggregate amount of Four Hundred Dollars ($400.00) Shares (the “Purchase PriceBuyer Earnout Shares”), in consideration of the assignment of the Shares. Twenty Five Percent (25%) of the shares of Common Stock (the “Founder Earnout Shares”) assigned hereby will shall be subject to forfeiture by each Buyer as follows: (i) 50% of the Buyers on Buyer Earnout Shares are subject to forfeiture in the fifth anniversary event that the last sales price of the Company’s stock does not equal or exceed $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period within 24 months following the closing of the Company’s initial business combination unless following (as described in the Company’s initial business combination Registration Statement) and (ii) 50% of the Buyer Earnout Shares are subject to forfeiture in the event that the last sale sales price of the Company’s Common Stock equals stock does not equal or exceeds exceed $13.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period or within 36 months following the company completes a liquidation, merger, stock exchange or other similar transaction that results in all closing of its stockholders having the right to exchange their shares of common stock for consideration in cash, securities or other property which equals or exceeds $13.00 per share Company’s initial business combination (as adjusted described in the Registration Statement). The Buyers have paid to the Seller an aggregate amount of $0.011594 per Share, or $1,207.74 in the aggregate for stock splitsall Shares (the “Purchase Price”), stock dividends, reorganizations, recapitalizations and in consideration of the like)assignment of the Shares.

Assignment of Shares. Seller Sellers hereby assigns 17,250 assign 35,000 Shares to each of the BuyersBuyer as further set forth opposite such Buyer’s name and below such Seller’s name on Exhibit A attached hereto, of which an aggregate of 9,000 4,550 Shares shall be subject to forfeiture by the Buyers on a pro rata basis each such Buyer to the extent the underwriters’ over-allotment option (as described in the Company’s registration statement on Form S-1, as amended (File Number 333-189498) (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to an underwritten public offering by the Company (the “Public Offering”)) is not exercised in full. The Buyers have paid In addition, a portion of the Shares held by each Buyer, in an amount equal to 25% of the Seller an aggregate amount of Four Hundred Dollars ($400.00) Shares held by each Buyer (the “Purchase PriceBuyer Earnout Shares”), in consideration of the assignment of the Shares. Twenty Five Percent (25%) of the shares of Common Stock (the “Founder Earnout Shares”) assigned hereby will shall be subject to forfeiture by each Buyer as follows: (i) 50% of each Buyer’s Buyer Earnout Shares shall be forfeited in the Buyers on the fifth anniversary of the Company’s initial business combination unless following the Company’s initial business combination event that the last sale sales price of the Company’s Common Stock equals stock does not equal or exceeds exceed $13.00 12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period or and (ii) 50% of each Buyer’s Buyer Earnout Shares shall be forfeited in the company completes a liquidation, merger, event that the last sales price of the Company’s stock exchange or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for consideration in cash, securities or other property which equals or exceeds $13.00 15.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period (as described in the Registration Statement). The Buyers have paid to the Seller an aggregate amount of One Hundred Seventy Five Dollars ($175) (the “Purchase Price”), in consideration of the assignment of the Shares as further set forth opposite such Buyer’s name on Exhibit A attached hereto.