Common use of Contingent Portion of Underwriters’ Discount Clause in Contracts

Contingent Portion of Underwriters’ Discount. The Representative, on behalf of itself and the other Underwriters, agrees that 2% of the gross proceeds from the sale of the Firm Units ($800,000) and 2% of the gross proceeds from the sale of the Option Units (an aggregate of $920,000 if the Over-allotment Option is exercised in full) (collectively, the "Contingent Discount") will be delivered to the Company for deposit in the Trust Fund. The parties hereto agree that such amounts shall remain payable to the Representative, along with any interest accrued thereon, in respect of any IPO Shares (as defined in Section 7.6 hereof) which are not redeemed pursuant to Section 7.6 hereof, upon the consummation of a Business Combination. The Representative, on behalf of itself and the other Underwriters, agrees that the several Underwriters shall forfeit any rights or claims to the Contingent Discount and any interest accrued thereon on a pro-rata basis, in respect of any IPO Shares that are redeemed pursuant to Section 7.6 hereof. In addition, in the event the Company is unable to consummate a Business Combination and American Stock Transfer & Trust Company ("AST"), the trustee of the Trust Fund, commences liquidation of the Trust Fund as provided in the Trust Agreement, the Representative, on behalf of itself and the other Underwriters, agrees that (i) the several Underwriters shall forfeit any rights or claims to the Contingent Discount and any interest accrued thereon; and (ii) the Contingent Discount, together with the all other amounts on deposit in the Trust Fund, and any accrued interest thereon, shall be distributed on a pro-rata basis among the holders of the shares of Common Stock included in the Units sold in the Offering.

Contingent Portion of Underwriters’ Discount. The Representative, on behalf of itself and the other Underwriters, agrees that 2% of the gross proceeds from the sale of the Firm Units ($800,0004,000,000) and 24% of the gross proceeds from the sale of the any Option Units (an aggregate of additional $920,000 1,200,000 if the Overover-allotment Option option is exercised in full) (collectively, the "“Contingent Discount"”) will be delivered to the Company for deposit deposited in and held in the Trust Fund. The parties hereto agree that such amounts shall remain Fund and payable to the RepresentativeUnderwriters, along with any interest accrued thereonthereon (net of taxes payable), in respect of any IPO Shares (as defined in Section 7.6 8.7 hereof) which are not redeemed pursuant to Section 7.6 8.7 hereof, upon the consummation of a Business Combination. The Representative, on behalf of itself and the other Underwriters, agrees that the several Underwriters shall forfeit any rights or claims to the Contingent Discount and any interest accrued thereon on a pro-rata basis, (net of taxes payable) in respect of any IPO Shares that are redeemed pursuant to Section 7.6 8.7 hereof. In addition, in the event that the Company is unable to consummate a Business Combination and American Stock Transfer & Trust Company ("“AST"”), the trustee of the Trust Fund, commences liquidation of the Trust Fund as provided in the Trust Agreement, the Representative, on behalf of itself and the other Underwriters, agrees that (i) the several Underwriters shall forfeit any rights or claims to the Contingent Discount and any interest accrued thereonthereon (net of taxes payable); and (ii) the Contingent Discount, together with the all other amounts on deposit in the Trust Fund, and any accrued interest thereonthereon (net of taxes payable), shall be distributed on a pro-rata basis among the holders of the shares of Common Stock included in the Units sold in the OfferingOffering (other than the 1,132,000 shares of Common Stock included in the Units to be purchased by certain officers and directors of the Company and their affiliates as provided in the Insider Purchase Agreement (as hereinafter defined) along with any interest accrued thereon.

Contingent Portion of Underwriters’ Discount. The Representative, on behalf of itself and the other Underwriters, agrees that 22.25% of the gross proceeds from the sale of the Firm Units ($800,0004,500,000) and 23.75% of the gross proceeds from the sale of the any Option Units (an aggregate of additional $920,000 1,125,000 if the Over-allotment Option is exercised in full) (collectively, such amounts are the "“Contingent Discount"Discount ”) will be delivered to the Company for deposit deposited in and held in the Trust Fund. The parties hereto agree that such amounts shall remain Account and payable to the Representative, along with any interest accrued thereonthereon (net of taxes payable on the interest income earned on the Contingent Discount; provided, however, that the interest earned on the Contingent Discount and payable to the Representative shall not exceed $420,000), in respect of any IPO Shares (as defined in Section 7.6 hereof) which are not redeemed pursuant to Section 7.6 hereof, hereof upon the consummation of a Business Combination. The Representative, on behalf of itself and the other Underwriters, agrees that the several Underwriters shall forfeit any rights or claims to the Contingent Discount and any interest accrued thereon (net of taxes payable on a pro-rata basis, the interest income earned on the Contingent Discount) in respect of any IPO Shares that are redeemed pursuant to Section 7.6 hereof. In addition, in the event that the Company is unable to consummate a Business Combination and American Continental Stock Transfer & Trust Company ("AST"the “Trustee”), the trustee of the Trust FundAccount, commences liquidation of the Trust Fund Account as provided in the Trust Agreement, the Representative, on behalf of itself and the other Underwriters, agrees that (i) the several Underwriters shall forfeit any rights or claims to the Contingent Discount and any interest accrued thereonthereon (net of taxes payable on the interest income earned on the Contingent Discount); and (ii) the Contingent Discount, together with the all other amounts on deposit in the Trust FundAccount, and any accrued interest thereon (net of taxes payable on the interest income earned thereon), shall be distributed on a pro-rata basis among the holders of the shares of Common Stock included in the Units sold in the OfferingIPO Shares.

Contingent Portion of Underwriters’ Discount. The Representative, on behalf of itself and the other Underwriters, agrees that 24.5% of the gross proceeds from the sale of the Firm Units ($800,000) and 2% of the gross proceeds from the sale of the any Option Units (an aggregate of $920,000 1,305,000, or $1,500,750 if the Overover-allotment Option option is exercised in full) (collectively, the "“Contingent Discount"”) will be delivered to the Company for deposit deposited in and held in the Trust Fund. The parties hereto agree that such amounts shall remain Fund and payable to the RepresentativeUnderwriters, along with any interest accrued thereonthereon (net of taxes payable), in respect of any IPO Shares (as defined in Section 7.6 8.6 hereof) which are not redeemed pursuant to Section 7.6 8.6 hereof, upon the consummation of a Business Combination. The Representative, on behalf of itself and the other Underwriters, agrees that the several Underwriters shall forfeit any rights or claims to the Contingent Discount and any interest accrued thereon on a pro-rata basis, (net of taxes payable) in respect of any IPO Shares that are redeemed pursuant to Section 7.6 8.6 hereof. In addition, in the event that the Company is unable to consummate a Business Combination and American Stock Transfer & Trust Company ("“AST"”), the trustee of the Trust Fund, commences liquidation of the Trust Fund as provided in the Trust Agreement, the Representative, on behalf of itself and the other Underwriters, agrees that (i) the several Underwriters shall forfeit any rights or claims to the Contingent Discount and any interest accrued thereonthereon (net of taxes payable); and (ii) the Contingent Discount, together with the all other amounts on deposit in the Trust Fund, and any accrued interest thereonthereon (net of taxes payable), shall be distributed on a pro-rata basis among the holders of the shares of Common Stock included in the Units sold in the Offering.

Contingent Portion of Underwriters’ Discount. The Representative, on behalf of itself and the other Underwriters, agrees that 24.0% of the gross proceeds from the sale of the Firm Units ($800,000) and 2% of the gross proceeds from the sale of the any Option Units (an aggregate of $920,000 2,340,000, or $2,691,000 if the Over-allotment Option is exercised in full) (collectively, the "Contingent DiscountCONTINGENT DISCOUNT") will be delivered to the Company for deposit deposited in and held in the Trust Fund. The parties hereto agree that such amounts shall remain Fund and payable to the RepresentativeUnderwriters, along with any interest accrued thereonthereon (net of taxes payable), in respect of any IPO Shares (as defined in Section 7.6 8.6 hereof) which are not redeemed pursuant to Section 7.6 8.6 hereof, upon the consummation of a Business Combination. The Representative, on behalf of itself and the other Underwriters, agrees that the several Underwriters shall forfeit any rights or claims to the Contingent Discount and any interest accrued thereon on a pro-rata basis, (net of taxes payable) in respect of any IPO Shares that are redeemed pursuant to Section 7.6 8.6 hereof. In addition, in the event that the Company is unable to consummate a Business Combination and American Stock Transfer & Trust Company ("AST"), the trustee of the Trust Fund, commences liquidation of the Trust Fund as provided in the Trust Agreement, the Representative, on behalf of itself and the other Underwriters, agrees that (i) the several Underwriters shall forfeit any rights or claims to the Contingent Discount and any interest accrued thereonthereon (net of taxes payable); and (ii) the Contingent Discount, together with the all other amounts on deposit in the Trust Fund, and any accrued interest thereonthereon (net of taxes payable), shall be distributed on a pro-rata basis among the holders of the shares of Common Stock included in the Units sold in the Offering.

Contingent Portion of Underwriters’ Discount. The Each Representative, on behalf of itself and the other Underwriters, agrees that 23.5% of the gross proceeds from the sale of the Firm Units ($800,00015,750,000) and 23.5% of the gross proceeds from the sale of the Option Units (an aggregate of $920,000 18,112,500 if the Over-allotment Option is exercised in full) (collectively, the "“Contingent Discount"”) will be delivered to the Company for deposit in the Trust Fund. The parties hereto agree that such amounts shall remain payable to the RepresentativeUnderwriters, along with any interest accrued thereon, net of taxes payable, in respect of any IPO Shares (as defined in Section 7.6 hereof) which are not redeemed pursuant to Section 7.6 hereof, upon the consummation of a Business Combination. The Each Representative, on behalf of itself and the other Underwriters, agrees that the several Underwriters shall forfeit any rights or claims to the Contingent Discount and any interest accrued thereon on a pro-rata basis(net of taxes payable), in respect of any IPO Shares that are redeemed pursuant to Section 7.6 hereof. In addition, in the event the Company is unable to consummate a Business Combination and American Continental Stock Transfer & Trust Company ("AST"“CST”), the trustee of the Trust Fund, commences liquidation of the Trust Fund as provided in the Trust Agreement, the each Representative, on behalf of itself and the other Underwriters, agrees that (i) the several Underwriters shall forfeit any rights or claims to the Contingent Discount and any interest accrued thereonthereon (net of taxes payable); and (ii) the Contingent Discount, together with the all other amounts on deposit in the Trust Fund, and any accrued interest thereonthereon (net of taxes payable), shall be distributed on a pro-rata basis among the holders of the shares of Common Stock included in the Units sold in the Offering.

Contingent Portion of Underwriters’ Discount. The Representative, on behalf of itself and the other Underwriters, agrees that 22.25% of the gross proceeds from the sale of the Firm Units ($800,0003,375,000) and 23.75% of the gross proceeds from the sale of the any Option Units (an aggregate of additional $920,000 843,750 if the Over-allotment Option is exercised in full) (collectively, such amounts are the "“Contingent Discount"Discount ”) will be delivered to the Company for deposit deposited in and held in the Trust Fund. The parties hereto agree that such amounts shall remain Account and payable to the Representative, along with any interest accrued thereonthereon (net of taxes payable on the interest income earned on the Contingent Discount; provided, however, that the interest earned on the Contingent Discount and payable to the Representative shall not exceed $150,000), in respect of any IPO Shares (as defined in Section 7.6 hereof) which are not redeemed pursuant to Section 7.6 hereof, hereof upon the consummation of a Business Combination. The Representative, on behalf of itself and the other Underwriters, agrees that the several Underwriters shall forfeit any rights or claims to the Contingent Discount and any interest accrued thereon (net of taxes payable on a pro-rata basis, the interest income earned on the Contingent Discount) in respect of any IPO Shares that are redeemed pursuant to Section 7.6 hereof. In addition, in the event that the Company is unable to consummate a Business Combination and American Continental Stock Transfer & Trust Company ("AST"the “Trustee”), the trustee of the Trust FundAccount, commences liquidation of the Trust Fund Account as provided in the Trust Agreement, the Representative, on behalf of itself and the other Underwriters, agrees that (i) the several Underwriters shall forfeit any rights or claims to the Contingent Discount and any interest accrued thereonthereon (net of taxes payable on the interest income earned on the Contingent Discount); and (ii) the Contingent Discount, together with the all other amounts on deposit in the Trust FundAccount, and any accrued interest thereon (net of taxes payable on the interest income earned thereon), shall be distributed on a pro-rata basis among the holders of the shares of Common Stock included in the Units sold in the OfferingIPO Shares.

Contingent Portion of Underwriters’ Discount. The Representative, on behalf of itself and the other Underwriters, agrees that 2% of the gross proceeds from the sale of the Firm Units ($800,000) and 2% of the gross proceeds from the sale of the Option Units (an aggregate of $920,000 if the Over-allotment Option is exercised in full) (collectively, the "“Contingent Discount"”) will be delivered to the Company for deposit in the Trust Fund. The parties hereto agree that such amounts shall remain payable to the Representative, along with any interest accrued thereon, in respect of any IPO Shares (as defined in Section 7.6 hereof) which are not redeemed pursuant to Section 7.6 hereof, upon the consummation of a Business Combination. The Representative, on behalf of itself and the other Underwriters, agrees that the several Underwriters shall forfeit any rights or claims to the Contingent Discount and any interest accrued thereon on a pro-rata basis, in respect of any IPO Shares that are redeemed pursuant to Section 7.6 hereof. In addition, in the event the Company is unable to consummate a Business Combination and American Stock Transfer & Trust Company ("“AST"”), the trustee of the Trust Fund, commences liquidation of the Trust Fund as provided in the Trust Agreement, the Representative, on behalf of itself and the other Underwriters, agrees that (i) the several Underwriters shall forfeit any rights or claims to the Contingent Discount and any interest accrued thereon; and (ii) the Contingent Discount, together with the all other amounts on deposit in the Trust Fund, and any accrued interest thereon, shall be distributed on a pro-rata basis among the holders of the shares of Common Stock included in the Units sold in the Offering.

Contingent Portion of Underwriters’ Discount. The Representative, on behalf of itself and the other Underwriters, agrees that 23% of the gross proceeds from the sale of the Firm Units ($800,0001,080,000) and 2% of the gross proceeds from the sale of the Option Units (an aggregate a total amount of $920,000 1,242,000 if the Overover-allotment Option option is exercised in full) (collectively, the "Contingent Discount") will be delivered to the Company for deposit deposited in and held in the Trust Fund. The parties hereto agree that such amounts shall remain Fund and payable to the RepresentativeUnderwriters, along with any interest accrued thereonthereon (net of taxes payable), in respect of any IPO Shares (as defined in Section 7.6 8.6 hereof) which are not redeemed pursuant to Section 7.6 8.6 hereof, upon the consummation of a Business Combination. The Representative, on behalf of itself and the other Underwriters, agrees that the several Underwriters shall forfeit any rights or claims to the Contingent Discount and any interest accrued thereon on a pro-rata basis, in respect of any IPO Shares that are redeemed pursuant to Section 7.6 hereof. In addition, in the event that the Company is unable to consummate a Business Combination and American Continental Stock Transfer & Trust Company ("AST")Company, the trustee of the Trust Fund, commences liquidation of the Trust Fund as provided in the Trust Agreement, the Representative, on behalf of itself and the other Underwriters, agrees that (i) the several Underwriters shall forfeit any rights or claims to the Contingent Discount and any interest accrued thereonthereon (net of taxes payable); and (ii) the Contingent Discount, together with the all other amounts on deposit in the Trust Fund, and any accrued interest thereonthereon (net of taxes payable), shall be distributed on a pro-rata basis among the holders of the shares of Common Stock included in the Units sold in the OfferingOffering along with any interest accrued thereon.

Contingent Portion of Underwriters’ Discount. The Representative, on behalf of itself and the other Underwriters, agrees that 21% of the gross proceeds from the sale of the Firm Units ($800,000) and 22,250,000), 3% of the gross proceeds from the sale of the any Option Units (an aggregate of additional $920,000 1,012,500 if the Overover-allotment Option option is exercised in full) and 1% from the sale of the Placement Units ($82,540) (collectively, such amounts are the "“ Contingent Discount"Discount ”) will be delivered to the Company for deposit deposited in and held in the Trust Fund. The parties hereto agree that such amounts shall remain Fund and payable to the Underwriters and the Representative, along with any interest accrued thereonthereon (net of taxes payable), in respect of any IPO Shares (as defined in Section 7.6 hereof) which are not redeemed pursuant to Section 7.6 hereof, upon the consummation of a Business Combination. The Representative, on behalf of itself and the other Underwriters, agrees that the several Underwriters shall forfeit any rights or claims to the Contingent Discount and any interest accrued thereon on a pro-rata basis, (net of taxes payable) in respect of any IPO Shares that are redeemed pursuant to Section 7.6 Section7.6 hereof. In addition, in the event that the Company is unable to consummate a Business Combination and American Continental Stock Transfer & Trust Company ("AST"“CST”), the trustee of the Trust Fund, commences liquidation of the Trust Fund as provided in the Trust Agreement, the Representative, on behalf of itself and the other Underwriters, agrees that (i) the several Underwriters shall forfeit any rights or claims to the Contingent Discount and any interest accrued thereonthereon (net of taxes payable); and (ii) the Contingent Discount, together with the all other amounts on deposit in the Trust Fund, and any accrued interest thereonthereon (net of taxes payable), shall be distributed on a pro-rata basis among the holders of the shares of Common Stock included in the Units sold in the Offering.

Contingent Portion of Underwriters’ Discount. The Representative, on behalf of itself and the other Underwriters, agrees that 2% of the gross proceeds from the sale of the Firm Units ($800,0003,773,500) and 24% of the gross proceeds from the sale of the any Option Units (an aggregate of additional $920,000 1,132,050 if the Overover-allotment Option option is exercised in full) (collectively, the "“Contingent Discount"”) will be delivered to the Company for deposit deposited in and held in the Trust Fund. The parties hereto agree that such amounts shall remain Fund and payable to the RepresentativeUnderwriters, along with any interest accrued thereonthereon (net of taxes payable), in respect of any IPO Shares (as defined in Section 7.6 8.7 hereof) which are not redeemed pursuant to Section 7.6 8.7 hereof, upon the consummation of a Business Combination. The Representative, on behalf of itself and the other Underwriters, agrees that the several Underwriters shall forfeit any rights or claims to the Contingent Discount and any interest accrued thereon on a pro-rata basis, (net of taxes payable) in respect of any IPO Shares that are redeemed pursuant to Section 7.6 8.7 hereof. In addition, in the event that the Company is unable to consummate a Business Combination and American Stock Transfer & Trust Company ("“AST"”), the trustee of the Trust Fund, commences liquidation of the Trust Fund as provided in the Trust Agreement, the Representative, on behalf of itself and the other Underwriters, agrees that (i) the several Underwriters shall forfeit any rights or claims to the Contingent Discount and any interest accrued thereonthereon (net of taxes payable); and (ii) the Contingent Discount, together with the all other amounts on deposit in the Trust Fund, and any accrued interest thereonthereon (net of taxes payable), shall be distributed on a pro-rata basis among the holders of the shares of Common Stock included in the Units sold in the Offering.

Contingent Portion of Underwriters’ Discount. The Representative, on behalf of itself and the other Underwriters, agrees that 23.0% of the gross proceeds from the sale of the Firm Units ($800,00015,000,000) and 23.0% of the gross proceeds from the sale of the Option Units (an aggregate of $920,000 17,250,000 if the Over-allotment Option is exercised in full) (collectively, the "“Contingent Discount"”) will be delivered to the Company for deposit in the Trust Fund. The parties hereto agree that such amounts shall remain payable to the Representative, along with any interest accrued thereon, in respect of any IPO Shares (as defined in Section 7.6 hereof) which are not redeemed pursuant to Section 7.6 hereof, upon the consummation of a Business Combination. The Representative, on behalf of itself and the other Underwriters, agrees that the several Underwriters shall forfeit any rights or claims to the Contingent Discount and any interest accrued thereon on a pro-rata basis(net of taxes payable), in respect of any IPO Shares that are redeemed pursuant to Section 7.6 hereof. In addition, in the event the Company is unable to consummate a Business Combination and American Continental Stock Transfer & Trust Company ("AST"“CST”), the trustee of the Trust Fund, commences liquidation of the Trust Fund as provided in the Trust Agreement, the Representative, on behalf of itself and the other Underwriters, Underwriters agrees that (i) the several Underwriters shall forfeit any rights or claims to the Contingent Discount and any interest accrued thereonthereon (net of taxes payable); and (ii) the Contingent Discount, together with the all other amounts on deposit in the Trust Fund, and any accrued interest thereonthereon (net of taxes payable), shall be distributed on a pro-rata basis among the holders of the shares of Common Stock included in the Units sold in the Offering.

Contingent Portion of Underwriters’ Discount. The RepresentativeRepresentatives, on behalf of itself themselves and the other Underwriters, agrees agree that 23.25% of the gross proceeds from the sale of the Firm Units ($800,0001,170,000) and 23.75% of the gross proceeds from the sale of the Option Units (an aggregate of $920,000 1,372,500 if the Over-allotment Option is exercised in full) (collectively, the "“Contingent Discount"”) will be delivered to the Company for deposit in the Trust Fund. The parties hereto agree that such amounts shall remain payable to the RepresentativeRepresentatives, along with any interest accrued thereonthereon in an aggregate amount not to exceed $60,750, in respect of any IPO Shares (as defined in Section 7.6 hereof) which are not redeemed pursuant to Section 7.6 hereof, upon the consummation of a Business Combination. The RepresentativeRepresentatives, on behalf of itself themselves and the other Underwriters, agrees agree that the several Underwriters shall forfeit any rights or claims to the Contingent Discount and any interest accrued thereon (net of taxes payable) on a pro-rata basis, in respect of any IPO Shares that are redeemed pursuant to Section 7.6 hereof. In addition, in the event the Company is unable to consummate a Business Combination and American Continental Stock Transfer & Trust Company ("AST"“CST”), the trustee of the Trust Fund, commences liquidation of the Trust Fund as provided in the Trust Agreement, the RepresentativeRepresentatives, on behalf of itself themselves and the other Underwriters, agrees agree that (i) the several Underwriters shall forfeit any rights or claims to the Contingent Discount and any interest accrued thereonthereon (net of taxes payable); and (ii) the Contingent Discount, together with the all other amounts on deposit in the Trust Fund, and any accrued interest thereonthereon (net of taxes payable), shall be distributed on a pro-rata basis among the holders of the shares of Common Stock included in the Units sold in the Offering.

Contingent Portion of Underwriters’ Discount. The RepresentativeRepresentatives, on behalf of itself themselves and the other Underwriters, agrees agree that 23% of the gross proceeds from the sale of the Firm Units ($800,0001,080,000) and 24% of the gross proceeds from the sale of the Option Units (an aggregate of $920,000 1,296,000 if the Over-allotment Option is exercised in full) (collectively, the "“Contingent Discount"”) will be delivered to the Company for deposit in the Trust Fund. The parties hereto agree that such amounts shall remain payable to the RepresentativeRepresentatives, along with any interest accrued thereonthereon in an amount not to exceed $60,750 per annum, in respect of any IPO Shares (as defined in Section 7.6 hereof) which are not redeemed pursuant to Section 7.6 hereof, upon the consummation of a Business Combination. The RepresentativeRepresentatives, on behalf of itself themselves and the other Underwriters, agrees that agree the several Underwriters shall forfeit any rights or claims to the Contingent Discount and any interest accrued thereon (net of taxes payable) on a pro-rata basis, in respect of any IPO Shares that are redeemed pursuant to Section 7.6 hereof. In addition, in the event the Company is unable to consummate a Business Combination and American Continental Stock Transfer & Trust Company ("AST"“CST”), the trustee of the Trust Fund, commences liquidation of the Trust Fund as provided in the Trust Agreement, the RepresentativeRepresentatives, on behalf of itself themselves and the other Underwriters, agrees agree that (i) the several Underwriters shall forfeit any rights or claims to the Contingent Discount and any interest accrued thereonthereon (net of taxes payable); and (ii) the Contingent Discount, together with the all other amounts on deposit in the Trust Fund, and any accrued interest thereonthereon (net of taxes payable), shall be distributed on a pro-rata basis among the holders of the shares of Common Stock included in the Units sold in the Offering.

Contingent Portion of Underwriters’ Discount. The Representative, on behalf of itself and the other Underwriters, agrees that 24.0% of the gross proceeds from the sale of the Firm Units ($800,000) and 2% of the gross proceeds from the sale of the any Option Units (an aggregate of $920,000 2,370,000, or $2,725,500 if the Over-allotment Option is exercised in full) (collectively, the "Contingent DiscountCONTINGENT DISCOUNT") will be delivered to the Company for deposit deposited in and held in the Trust Fund. The parties hereto agree that such amounts shall remain Fund and payable to the RepresentativeUnderwriters, along with any interest accrued thereonthereon (net of taxes payable), in respect of any IPO Shares (as defined in Section 7.6 8.6 hereof) which are not redeemed pursuant to Section 7.6 8.6 hereof, upon the consummation of a Business Combination. The Representative, on behalf of itself and the other Underwriters, agrees that the several Underwriters shall forfeit any rights or claims to the Contingent Discount and any interest accrued thereon on a pro-rata basis, (net of taxes payable) in respect of any IPO Shares that are redeemed pursuant to Section 7.6 8.6 hereof. In addition, in the event that the Company is unable to consummate a Business Combination and American Stock Transfer & Trust Company ("AST"), the trustee of the Trust Fund, commences liquidation of the Trust Fund as provided in the Trust Agreement, the Representative, on behalf of itself and the other Underwriters, agrees that (i) the several Underwriters shall forfeit any rights or claims to the Contingent Discount and any interest accrued thereonthereon (net of taxes payable); and (ii) the Contingent Discount, together with the all other amounts on deposit in the Trust Fund, and any accrued interest thereonthereon (net of taxes payable), shall be distributed on a pro-rata basis among the holders of the shares of Common Stock included in the Units sold in the Offering.

Contingent Portion of Underwriters’ Discount. The Representative[, on behalf of itself and the other Underwriters, ,] agrees that 23.0% of the gross proceeds from the sale of the Firm Units ($800,000$ ) and 23.0% of the gross proceeds from the sale of the Option Units (an aggregate of $920,000 $ if the Over-allotment Option is exercised in full) (collectively, the "“Contingent Discount"”) will be delivered to the Company for deposit in the Trust Fund. The parties hereto agree that such amounts shall remain payable to the Representative, along with any interest accrued thereon, in respect of any IPO Shares (as defined in Section 7.6 hereof) which are not redeemed pursuant to Section 7.6 hereof, upon the consummation of a Business Combination. The Representative, [on behalf of itself and the other Underwriters, ,] agrees [that the several Underwriters Underwriters] shall forfeit any rights or claims to the Contingent Discount and any interest accrued thereon (net of taxes payable) [on a pro-rata basis], in respect of any IPO Shares that are redeemed pursuant to Section 7.6 hereof. In addition, in the event the Company is unable to consummate a Business Combination and American Continental Stock Transfer & Trust Company ("AST"“CST”), the trustee of the Trust Fund, commences liquidation of the Trust Fund as provided in the Trust Agreement, the Representative, [on behalf of itself and the other Underwriters], agrees agree that (i) the several Underwriters shall forfeit any rights or claims to the Contingent Discount and any interest accrued thereonthereon (net of taxes payable); and (ii) the Contingent Discount, together with the all other amounts on deposit in the Trust Fund, and any accrued interest thereonthereon (net of taxes payable), shall be distributed on a pro-rata basis among the holders of the shares of Common Stock included in the Units sold in the Offering.

Contingent Portion of Underwriters’ Discount. The Each Representative, on behalf of itself and the other Underwriters, agrees that 23.5% of the gross proceeds from the sale of the Firm Units ($800,00017,500,000) and 23.5% of the gross proceeds from the sale of the Option Units (an aggregate of $920,000 20,125,000 if the Over-allotment Option is exercised in full) (collectively, the "“Contingent Discount"”) will be delivered to the Company for deposit in the Trust Fund. The parties hereto agree that such amounts shall remain payable to the RepresentativeUnderwriters, along with any interest accrued thereon, in respect of any IPO Shares (as defined in Section 7.6 hereof) which are not redeemed pursuant to Section 7.6 hereof, upon the consummation of a Business Combination. The Each Representative, on behalf of itself and the other Underwriters, agrees that the several Underwriters shall forfeit any rights or claims to the Contingent Discount and any interest accrued thereon on a pro-rata basis(net of taxes payable), in respect of any IPO Shares that are redeemed pursuant to Section 7.6 hereof. In addition, in the event the Company is unable to consummate a Business Combination and American Continental Stock Transfer & Trust Company ("AST"“CST”), the trustee of the Trust Fund, commences liquidation of the Trust Fund as provided in the Trust Agreement, the each Representative, on behalf of itself and the other Underwriters, agrees that (i) the several Underwriters shall forfeit any rights or claims to the Contingent Discount and any interest accrued thereonthereon (net of taxes payable); and (ii) the Contingent Discount, together with the all other amounts on deposit in the Trust Fund, and any accrued interest thereonthereon (net of taxes payable), shall be distributed on a pro-rata basis among the holders of the shares of Common Stock included in the Units sold in the Offering.

Contingent Portion of Underwriters’ Discount. The Each Representative, on behalf of itself and the other Underwriters, agrees that 23.0% of the gross proceeds from the sale of the Firm Units ($800,00015,000,000) and 23.0% of the gross proceeds from the sale of the Option Units (an aggregate of $920,000 17,250,000 if the Over-allotment Option is exercised in full) (collectively, the "“Contingent Discount"”) will be delivered to the Company for deposit in the Trust Fund. The parties hereto agree that such amounts shall remain payable to the RepresentativeUnderwriters, along with any interest accrued thereon, in respect of any IPO Shares (as defined in Section 7.6 hereof) which are not redeemed pursuant to Section 7.6 hereof, upon the consummation of a Business Combination. The Each Representative, on behalf of itself and the other Underwriters, agrees that the several Underwriters shall forfeit any rights or claims to the Contingent Discount and any interest accrued thereon on a pro-rata basis(net of taxes payable), in respect of any IPO Shares that are redeemed pursuant to Section 7.6 hereof. In addition, in the event the Company is unable to consummate a Business Combination and American Continental Stock Transfer & Trust Company ("AST"“CST”), the trustee of the Trust Fund, commences liquidation of the Trust Fund as provided in the Trust Agreement, the each Representative, on behalf of itself and the other Underwriters, agrees that (i) the several Underwriters shall forfeit any rights or claims to the Contingent Discount and any interest accrued thereonthereon (net of taxes payable); and (ii) the Contingent Discount, together with the all other amounts on deposit in the Trust Fund, and any accrued interest thereonthereon (net of taxes payable), shall be distributed on a pro-rata basis among the holders of the shares of Common Stock included in the Units sold in the Offering.