Common use of Deferral of a Portion of Underwriters’ Discount Clause in Contracts

Deferral of a Portion of Underwriters’ Discount. On the Closing Date and, if applicable, on the Option Closing Date (as defined below), Pali Capital agrees to deposit into the Trust Account a portion of the Underwriters’ discount equal to $0.50 per Unit in the Offering and, if applicable, a portion of the discount equal to $0.50 per Option Unit (as defined below) (the “Deferred Fees”) until the earlier of the completion of a Business Combination or the liquidation of the Trust Account. Upon the consummation of a Business Combination, the Company agrees that it will promptly pay to Pali Capital the Deferred Fees. In the event that the Company is unable to consummate a Business Combination and CST, the trustee of the Trust Account, commences liquidation of the Trust Account, Pali Capital hereby agrees to the following: (i) to forfeit any rights or claims to the Deferred Fees and any interest accrued thereon; and (ii) that the Deferred Fees shall be distributed on a pro-rata basis among the holders of the Common Stock included in the Units sold in the Offering along with any interest accrued thereon, net of taxes.

Deferral of a Portion of Underwriters’ Discount. On the Closing Date and, if applicable, on the Option Closing Date (as defined below), Pali Capital agrees to deposit into the Trust Account a portion of the Underwriters’ ' discount equal to $0.50 0.32 per Unit in the Offering and, if applicable, a portion of the discount equal to $0.50 0.32 per Option Unit (as defined below) (the “"Deferred Fees”") until the earlier of the completion of a Business Combination or the liquidation of the Trust Account. Upon the consummation of a Business Combination, the Company agrees that it will promptly pay to Pali Capital shall promptly receive the Deferred FeesFees without interest. In the event that the Company is unable to consummate a Business Combination and CSTContinental Stock Transfer & Trust Company, the trustee of the Trust Account, commences liquidation of the Trust Account, Pali Capital hereby agrees to the following: (i) to forfeit any rights or claims to the Deferred Fees and any interest accrued thereon; and (ii) that the Deferred Fees shall be distributed on a pro-rata basis among the holders of the Common Stock included in the Units sold in the Offering along with any interest accrued thereon, net of taxes.

Deferral of a Portion of Underwriters’ Discount. On the Closing Date and, if applicable, on the Option Closing Date (as defined below), Pali Capital agrees to deposit into the Trust Account a portion of the Underwriters’ discount equal to $0.50 0.24 per Unit in the Offering and, if applicable, a portion of the discount equal to $0.50 0.24 per Option Unit (as defined below) (the “Deferred Fees”) until the earlier of the completion of a Business Combination or the liquidation of the Trust Account. Upon the consummation of a Business Combination, the Company agrees that it will promptly pay to Pali Capital the Deferred Fees. In the event that the Company is unable to consummate a Business Combination and CST, the trustee of the Trust Account, commences liquidation of the Trust Account, Pali Capital hereby agrees to the following: (i) to forfeit any rights or claims to the Deferred Fees and any interest accrued thereon; and (ii) that the Deferred Fees shall be distributed on a pro-rata basis among the holders of the Common Stock included in the Units sold in the Offering along with any interest accrued thereon, net of taxes.

Deferral of a Portion of Underwriters’ Discount. On the Closing Date and, if applicable, on the Option Closing Date (as defined below), Pali Capital agrees to deposit into the Trust Account a portion of the Underwriters’ discount equal to $0.50 0.435 per Unit in the Offering and, if applicable, a portion of the discount equal to $0.50 0.435 per Option Unit (as defined below) (the “Deferred Fees”) until the earlier of the completion of a Business Combination or the liquidation of the Trust Account. Upon the consummation of a Business Combination, the Company agrees that it will promptly pay to Pali Capital the Deferred Fees. In the event that the Company is unable to consummate a Business Combination and CST, the trustee of the Trust Account, commences liquidation of the Trust Account, Pali Capital hereby agrees to the following: (i) to forfeit any rights or claims to the Deferred Fees and any interest accrued thereon; and (ii) that the Deferred Fees shall be distributed on a pro-rata basis among the holders of the Common Stock included in the Units sold in the Offering along with any interest accrued thereon, net of taxes.

Deferral of a Portion of Underwriters’ Discount. On the Closing Date and, if applicable, on the Option Closing Date (as defined below), Pali Capital agrees to deposit into the Trust Account a portion of the Underwriters’ discount equal to $0.50 0.35 per Unit in the Offering and, if applicable, a portion of the discount equal to $0.50 0.35 per Option Unit (as defined below) (the “Deferred Fees”) until the earlier of the completion of a Business Combination or the liquidation of the Trust Account. Upon the consummation of a Business Combination, the Company agrees that it will promptly pay to Pali Capital the Deferred Fees. In the event that the Company is unable to consummate a Business Combination and CST, the trustee of the Trust Account, commences liquidation of the Trust Account, Pali Capital hereby agrees to the following: (i) to forfeit any rights or claims to the Deferred Fees and any interest accrued thereon; and (ii) that the Deferred Fees shall be distributed on a pro-rata basis among the holders of the Common Stock included in the Units sold in the Offering along with any interest accrued thereon, net of taxes.