Common use of Deferred Equity Clause in Contracts

Deferred Equity. Chardan (and/or its designee(s)) shall also be entitled to receive that number of shares of Common Stock equal to three-fourths of one percent (0.75%) of the number of Units sold (between 37,500 shares of Common Stock if the Over-allotment Option is not exercised and 43,125 shares of Common Stock if the Over-allotment Option is exercised in full) as a deferred equity underwriting commission (the “Deferred Equity”), with the Deferred Equity to be delivered to Chardan’s own account (and/or the account(s) of its designee(s)) upon the consummation of a Business Combination. The Company shall deliver to Chardan (and/or its designee(s)) upon the consummation of the Business Combination, certificates for the Deferred Equity in the name or names and in such authorized denominations as Chardan may request. Pursuant to Rule 5110(e)(1) of FINRA’s rules, the Deferred Equity is subject to a lock-up for a period of one hundred eighty (180) days immediately following the commencement of sales in the offering during which the securities may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities. In the event that the Company is unable to consummate a Business Combination, Chardan agrees that any rights or claims to any Deferred Equity shall be forfeited. Any Deferred Equity will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter at the Closing (or, with respect to Deferred Equity related to the Option Units, the payment of the purchase price for those Units at any Option Closing) and will be paid if and when the Company consummates a Business Combination without any further conditions. Chardan may waive its right to receive the Deferred Equity by notifying the Company in writing at any time prior to the consummation of a Business Combination, in which case the Deferred Equity will be cancelled.

Deferred Equity. The Sponsor agrees to transfer to Chardan (and/or its designee(s)) shall also be entitled to receive that number of shares of Common Stock equal to three-fourths half of one percent (0.750.5%) of the number of Units sold (between 37,500 30,000 shares of Common Stock if the Over-allotment Option is not exercised and 43,125 34,500 shares of Common Stock if the Over-allotment Option is exercised in full) as a deferred equity underwriting commission (the “Deferred Equity”), with the Deferred Equity to be delivered to Chardan’s own account (and/or the account(s) of its designee(s)) upon the consummation of a Business Combination. The Company Sponsor shall deliver to Chardan (and/or its designee(s)) upon the consummation of the Business Combination, certificates for the Deferred Equity in the name or names and in such authorized denominations as Chardan may request. Pursuant to Rule 5110(e)(1) of FINRA’s rules, the Deferred Equity is subject to a lock-up for a period of one hundred eighty (180) days immediately following the commencement of sales in the offering during which the securities may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities. In the event that the Company is unable to consummate a Business Combination, Chardan agrees that any rights or claims to any Deferred Equity shall be forfeited. Any Deferred Equity will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter Chardan at the Closing (or, with respect to Deferred Equity related to the Option Units, the payment of the purchase price for those Units at any Option Closing) and will be paid if and when the Company consummates a Business Combination without any further conditions. Chardan may waive its right to receive the Deferred Equity by notifying the Company in writing at any time prior to the consummation of a Business Combination, in which case the Deferred Equity will be cancelled.

Deferred Equity. Chardan (and/or its designee(s)) shall also be entitled to receive that number of 120,000 shares of Common Stock equal and up to three-fourths of one percent (0.75%) of the number of Units sold (between 37,500 shares of Common Stock if the Over-allotment Option is not exercised and 43,125 an additional 18,000 shares of Common Stock if the Over-allotment Option is exercised in fullfull (the “Representative’s Shares”) as a deferred equity underwriting commission (the “Deferred Equity”), with the Deferred Equity to be delivered to Chardan’s own account (and/or the account(s) of its designee(s)) upon the consummation of a Business Combination. The Company shall deliver to Chardan (and/or its designee(s)) upon the consummation of the Business Combination, certificates for the Deferred Equity in the name or names and in such authorized denominations as Chardan may request. Pursuant to Rule 5110(e)(1) of FINRA’s rules, the Deferred Equity is subject to a lock-up for a period of one hundred eighty (180) days immediately following the commencement of sales in the offering during which the securities may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities. In the event that the Company is unable to consummate a Business Combination, Chardan agrees that any rights or claims to any Deferred Equity shall be forfeited. Any Deferred Equity will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter at the Closing (or, with respect to Deferred Equity related to the Option Units, the payment of the purchase price for those Units at any Option Closing) and will be paid if and when the Company consummates a Business Combination without any further conditions. Chardan may waive its right to receive the Deferred Equity by notifying the Company in writing at any time prior to the consummation of a Business Combination, in which case the Deferred Equity will be cancelled.

Deferred Equity. The Sponsor agrees to transfer to Chardan (and/or its designee(s)) shall also be entitled to receive that number of shares of Common Stock equal to three-fourths half of one percent (0.750.5%) of the number of Units sold (between 37,500 30,000 shares of Common Stock if the Over-allotment Option is not exercised and 43,125 34,500 shares of Common Stock if the Over-allotment Option is exercised in full) as a deferred equity underwriting commission (the “Deferred Equity”), with the Deferred Equity to be delivered to Chardan’s own account (and/or the account(s) of its designee(s)) upon the consummation of a Business Combination. The Company Sponsor shall deliver to Chardan (and/or its designee(s)) upon the consummation of the Business Combination, certificates for the Deferred Equity in the name or names and in such authorized denominations as Chardan may request. Pursuant to Rule 5110(e)(1) of FINRA’s rules, the Deferred Equity is subject to a lock-up for a period of one hundred eighty (180) days immediately following the commencement of sales in the offering during which the securities may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities. In the event that the Company is unable to consummate a Business Combination, Chardan agrees that any rights or claims to any Deferred Equity shall be forfeited. Any Deferred Equity will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter Chardan at the Closing [(or, with respect to Deferred Equity related to the Option Units, the payment of the purchase price for those Units at any Option Closing) and will be paid if and when the Company consummates a Business Combination without any further conditions. Chardan may waive its right to receive the Deferred Equity by notifying the Company in writing at any time prior to the consummation of a Business Combination, in which case the Deferred Equity will be cancelled.

Deferred Equity. Chardan The Owner Participant hereby unconditionally agrees with Lessee, and only with Lessee (and/or its designee(sand not with any other party to this Agreement or the Holders of any Certificates), that, so long as no Lease Event of Default or Lease Default (of the type described in Section 14.1 or 14.5 of the Lease) shall also have occurred and be entitled continuing, it will pay or cause to receive that number of shares of Common Stock equal be paid to three-fourths of one percent (0.75%) of the number of Units sold (between 37,500 shares of Common Stock if the Over-allotment Option is not exercised and 43,125 shares of Common Stock if the Over-allotment Option is exercised in full) as a deferred equity underwriting commission (the “Deferred Equity”), with Indenture Trustee on the Deferred Equity Date sufficient funds to be delivered effect the payment of an amount (the "Deferred Equity Amount") equal to Chardan’s own account (and/or the account(s) amount due on such date in respect of its designee(s)) upon accrued interest on the consummation Certificates from their date of a Business Combination. The Company shall deliver issuance to Chardan (and/or its designee(s)) upon the consummation of the Business Combination, certificates for and including the Deferred Equity in Date. The Owner Participant and the name or names Owner Trustee hereby direct the Indenture Trustee, and in such authorized denominations as Chardan may request. Pursuant the Indenture Trustee hereby agrees, to Rule 5110(e)(1) of FINRA’s rules, apply the Deferred Equity is subject Amount to a lock-up for a period the payment of one hundred eighty (180) days immediately following interest on the commencement of sales in Certificates which may be due and payable pursuant to the offering during which the securities may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition provisions of the securitiesTrust Indenture on the Deferred Equity Date. The Owner Participant agrees to make payment of the Deferred Equity Amount in immediately available funds on or before 11:00 a.m., New York City time, on the Deferred Equity Date; provided, that the Owner Participant agrees to give Lessee notice by 11:00 a.m., New York City time, on the second Business Day prior to the Deferred Equity Date if it shall not make such payment. The Indenture Trustee agrees to give Lessee prompt notice if it shall not have received such payment by noon, New York City time, on the Deferred Equity Date. The Owner Participant further agrees to fund the obligations of the Owner Trustee arising pursuant to clause (5) of Section 18(a). In the event that the Company is unable Owner Participant fails to consummate a Business Combinationmake such payment, Chardan agrees that any rights or claims if the PARTICIPATION AGREEMENT [N603SW] -39- 45 Owner Trustee shall fail to any Deferred Equity shall be forfeited. Any Deferred Equity will be fully earned by each Underwriter upon make the payment required pursuant to clause (5) of Section 18(a), and in either case Lessee shall make an Advance as required by Section 3.8 of the purchase price Lease, Lessee may obtain reimbursement in the manner and to the extent provided in Section 3.8 of the Lease for the Units purchased by Advance, together with interest on such Underwriter amount at the Closing rate described below from (or, with respect and including) the date of the making of such Advance to Deferred Equity related (but excluding) the date of reimbursement by the Owner Participant or the date Lessee deducts such Advance from other payments to the Option Units, the payment extent and as provided in Section 3.8 of the purchase price for those Units Lease and, without duplication of the foregoing, shall have such remedies as may be available to it against the Owner Participant at law or in equity in respect of the recovery of any Option Closingsuch Advance. Interest shall accrue on the amount of the Advance at an annual rate equal to 5% in excess of the Base Rate, unless the Advance is made when any Lease Event of Default or Lease Default (of the type described in Section 14.1 or 14.5 of the Lease) shall have occurred and will be paid if and when the Company consummates a Business Combination without any further conditions. Chardan may waive its right to receive the Deferred Equity by notifying the Company in writing at any time prior to the consummation of a Business Combinationcontinuing, in which event interest shall accrue on the amount of the Advance at the Base Rate, but in each case not to exceed to maximum rate permitted by applicable law. All amounts paid to Lessee by the Deferred Equity will Owner Participant in respect of the Advance or deducted by Lessee pursuant to Section 3.8 of the Lease shall be cancelledapplied first to payment to Lessee of interest and then to payment to Lessee of amounts equal to the Advance.

Deferred Equity. Chardan The Owner Participant hereby unconditionally agrees with Lessee, and only with Lessee (and/or its designee(sand not with any other party to this Agreement or the Holders of any Certificates), that, so long as no Lease Event of Default or Lease Default (of the type described in Section 14.1 or 14.5 of the Lease) shall also have occurred and be entitled continuing, it will pay or cause to receive that number of shares of Common Stock equal be paid to three-fourths of one percent (0.75%) of the number of Units sold (between 37,500 shares of Common Stock if the Over-allotment Option is not exercised and 43,125 shares of Common Stock if the Over-allotment Option is exercised in full) as a deferred equity underwriting commission (the “Deferred Equity”), with Indenture Trustee on the Deferred Equity Date sufficient funds to be delivered effect the payment of an amount (the "Deferred Equity Amount") equal to Chardan’s own account (and/or the account(s) amount due on such date in respect of its designee(s)) upon accrued interest on the consummation Certificates from their date of a Business Combination. The Company shall deliver issuance to Chardan (and/or its designee(s)) upon the consummation of the Business Combination, certificates for and including the Deferred Equity in Date. The Owner Participant and the name or names Owner Trustee hereby direct the Indenture Trustee, and in such authorized denominations as Chardan may request. Pursuant the Indenture Trustee hereby agrees, to Rule 5110(e)(1) of FINRA’s rules, apply the Deferred Equity is subject Amount to a lock-up for a period the payment of one hundred eighty (180) days immediately following interest on the commencement of sales in Certificates which may be due and payable pursuant to the offering during which the securities may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition provisions of the securitiesTrust Indenture on the Deferred Equity Date. The Owner Participant agrees to make payment of the Deferred Equity Amount in immediately available funds on or before 11:00 a.m., New York City time, on the Deferred Equity Date; provided, that the Owner Participant agrees to give Lessee notice by 11:00 a.m., New York City time, on the second Business Day prior to the Deferred Equity Date if it shall not make such payment. The Indenture Trustee agrees to give Lessee prompt notice if it shall not have received such payment by noon, New York City time, on the Deferred Equity Date. The Owner Participant further agrees to fund the obligations of the Owner Trustee arising pursuant to clause (5) of Section 18(a). In the event that the Company is unable Owner Participant fails to consummate a Business Combinationmake such payment, Chardan agrees that any rights or claims if the Owner Trustee shall fail to any Deferred Equity shall be forfeited. Any Deferred Equity will be fully earned by each Underwriter upon make the payment required pursuant to clause (5) of Section 18(a), and in either case Lessee shall make an Advance as required by Section 3.8 of the purchase price Lease, Lessee may obtain reimbursement in the manner and to the extent provided in Section 3.8 of the Lease for the Units purchased by Advance, together with interest on such Underwriter amount at the Closing rate described below from (or, with respect and including) the date of the making of such Advance to Deferred Equity related (but excluding) the date of reimbursement by the Owner Participant or the date Lessee deducts such Advance from other payments to the Option Units, the payment extent and as provided in Section 3.8 of the purchase price for those Units Lease and, without duplication of the foregoing, shall have such remedies as may be available to it against the Owner Participant at law or in equity in respect of the recovery of any Option Closingsuch Advance. Interest shall accrue on the amount of the Advance at an annual rate equal to 5% in excess of the Base Rate, unless the Advance is made when any Lease Event of Default or Lease Default (of the type described in Section 14.1 or 14.5 of the Lease) shall have occurred and will be paid if and when the Company consummates a Business Combination without any further conditions. Chardan may waive its right to receive the Deferred Equity by notifying the Company in writing at any time prior to the consummation of a Business Combinationcontinuing, in which event interest shall accrue on the amount of the Advance at the Base Rate, but in each case not to exceed to maximum rate permitted by applicable law. All amounts paid to Lessee by the Deferred Equity will be cancelled.Owner Participant in respect of the Advance or deducted by Lessee

Deferred Equity. Chardan The Owner Participant hereby unconditionally agrees with Lessee, and only with Lessee (and/or its designee(sand not with any other party to this Agreement or the Holders of any Certificates), that, so long as no Lease Event of Default or Lease Default (of the type described in Section 14.1 or 14.5 of the Lease) shall also have occurred and be entitled continuing, it will pay or cause to receive that number of shares of Common Stock equal be paid to three-fourths of one percent (0.75%) of the number of Units sold (between 37,500 shares of Common Stock if the Over-allotment Option is not exercised and 43,125 shares of Common Stock if the Over-allotment Option is exercised in full) as a deferred equity underwriting commission (the “Deferred Equity”), with Indenture Trustee on the Deferred Equity Date sufficient funds to be delivered effect the payment of an amount (the "Deferred Equity Amount") equal to Chardan’s own account (and/or the account(s) amount due on such date in respect of its designee(s)) upon accrued interest on the consummation Certificates from their date of a Business Combination. The Company shall deliver issuance to Chardan (and/or its designee(s)) upon the consummation of the Business Combination, certificates for and including the Deferred Equity in Date. The Owner Participant and the name or names Owner Trustee hereby direct the Indenture Trustee, and in such authorized denominations as Chardan may request. Pursuant the Indenture Trustee hereby agrees, to Rule 5110(e)(1) of FINRA’s rules, apply the Deferred Equity is subject Amount to a lock-up for a period the payment of one hundred eighty (180) days immediately following interest on the commencement of sales in Certificates which may be due and payable pursuant to the offering during which the securities may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition provisions of the securitiesTrust Indenture on the Deferred Equity Date. The Owner Participant agrees to make payment of the Deferred Equity Amount in immediately available funds on or before 11:00 a.m., New York City time, on the Deferred Equity Date; provided, that the Owner Participant agrees to give Lessee notice by 11:00 a.m., New York City time, on the second Business Day prior to the Deferred Equity Date, if it shall not make such payment. The Indenture Trustee agrees to give Lessee prompt notice if it shall not have received such payment by noon, New York City time, on the Deferred Equity Date. The Owner Participant further agrees to fund the obligations of the Owner Trustee arising pursuant to clause (5) of Section 18(a). In the event that the Company is unable Owner Participant fails to consummate a Business Combinationmake any such payment, Chardan agrees that any rights or claims if the Owner Trustee shall fail to any Deferred Equity shall be forfeited. Any Deferred Equity will be fully earned by each Underwriter upon make the payment required pursuant to clause (5) of Section 18(a), and in either case Lessee shall make an Advance as required by Section 3.8 of the purchase price Lease, Lessee may obtain reimbursement in the manner and to the extent provided in Section 3.8 of the Lease for the Units purchased by Advance, together with interest on such Underwriter amount at the Closing rate described below from (or, with respect and including) the date of the making of such Advance to Deferred Equity related (but excluding) the date of reimbursement by the Owner Participant or the date Lessee deducts such Advance from other payments to the Option Units, the payment extent and as provided in Section 3.8 of the purchase price for those Units Lease and, without duplication of the foregoing, shall have such remedies as may be available to it against the Owner Participant at law or in equity in respect of the PARTICIPATION AGREEMENT [N604SW] -39- 45 recovery of any Option Closingsuch Advance. Interest shall accrue on the amount of the Advance at an annual rate equal to 5% in excess of the Base Rate, unless the Advance is made when any Lease Event of Default or Lease Default (of the type described in Section 14.1 or 14.5 of the Lease) shall have occurred and will be paid if and when the Company consummates a Business Combination without any further conditions. Chardan may waive its right to receive the Deferred Equity by notifying the Company in writing at any time prior to the consummation of a Business Combinationcontinuing, in which event interest shall accrue on the amount of the Advance at the Base Rate, but in each case not to exceed to maximum rate permitted by applicable law. All amounts paid to Lessee by the Deferred Equity will Owner Participant in respect of the Advance or deducted by Lessee pursuant to Section 3.8 of the Lease shall be cancelledapplied first to payment to Lessee of interest and then to payment to Lessee of amounts equal to the Advance.

Deferred Equity. Chardan The Owner Participant hereby unconditionally agrees with Lessee, and only with Lessee (and/or its designee(sand not with any other party to this Agreement or the Holders of any Certificates), that, so long as no Lease Event of Default or Lease Default (of the type described in Section 14.1 or 14.5 of the Lease) shall also have occurred and be entitled continuing, it will pay or cause to receive that number of shares of Common Stock equal be paid to three-fourths of one percent (0.75%) of the number of Units sold (between 37,500 shares of Common Stock if the Over-allotment Option is not exercised and 43,125 shares of Common Stock if the Over-allotment Option is exercised in full) as a deferred equity underwriting commission (the “Deferred Equity”), with Indenture Trustee on the Deferred Equity Date sufficient funds to be delivered effect the payment of an amount (the "Deferred Equity Amount") equal to Chardan’s own account (and/or the account(s) amount due on such date in respect of its designee(s)) upon accrued interest on the consummation Certificates from their date of a Business Combination. The Company shall deliver issuance to Chardan (and/or its designee(s)) upon the consummation of the Business Combination, certificates for and including the Deferred Equity in Date. The Owner Participant and the name or names Owner Trustee hereby direct the Indenture Trustee, and in such authorized denominations as Chardan may request. Pursuant the Indenture Trustee hereby agrees, to Rule 5110(e)(1) of FINRA’s rules, apply the Deferred Equity is subject Amount to a lock-up for a period the payment of one hundred eighty (180) days immediately following interest on the commencement of sales in Certificates which may be due and payable pursuant to the offering during which the securities may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition provisions of the securitiesTrust Indenture on the Deferred Equity Date. The Owner Participant agrees to make payment of the Deferred Equity Amount in immediately available funds on or before 11:00 a.m., New York City time, on the Deferred Equity Date; provided, that the Owner Participant agrees to give Lessee notice by 11:00 a.m., New York City time, on the second Business Day prior to the Deferred Equity Date, if it shall not make such payment. The Indenture Trustee agrees to give Lessee prompt notice if it shall not have received such payment by noon, New York City time, on the Deferred Equity Date. The Owner Participant further agrees to fund the obligations of the Owner Trustee arising pursuant to clause (5) of Section 18(a). In the event that the Company is unable Owner Participant fails to consummate a Business Combinationmake any such payment, Chardan agrees that any rights or claims if the Owner Trustee shall fail to any Deferred Equity shall be forfeited. Any Deferred Equity will be fully earned by each Underwriter upon make the payment required pursuant to clause (5) of Section 18(a), and in either case Lessee shall make an Advance as required by Section 3.8 of the purchase price Lease, Lessee may obtain reimbursement in the manner and to the extent provided in Section 3.8 of the Lease for the Units purchased by Advance, together with interest on such Underwriter amount at the Closing rate described below from (or, with respect and including) the date of the making of such Advance to Deferred Equity related (but excluding) the date of reimbursement by the Owner Participant or the date Lessee deducts such Advance from other payments to the Option Units, the payment extent and as provided in Section 3.8 of the purchase price for those Units Lease and, without duplication of the foregoing, shall have such remedies as may be available to it against the Owner Participant at law or in equity in respect of the recovery of any Option Closingsuch Advance. Interest shall accrue on the amount of the Advance at an annual rate equal to 5% in excess of the Base Rate, unless the Advance is made when any Lease Event of Default or Lease Default (of the type described in Section 14.1 or 14.5 of the Lease) shall have occurred and will be paid if and when the Company consummates a Business Combination without any further conditions. Chardan may waive its right to receive the Deferred Equity by notifying the Company in writing at any time prior to the consummation of a Business Combinationcontinuing, in which event interest shall accrue on the amount of the Advance at the Base Rate, but in each case not to exceed to maximum rate permitted by applicable law. All amounts paid to Lessee by the Deferred Equity will Owner Participant in respect of the Advance or deducted by Lessee pursuant to Section 3.8 of the Lease shall be cancelledapplied first to payment to Lessee of interest and then to payment to Lessee of amounts equal to the Advance.

Deferred Equity. The Sponsor (as defined below) agrees to issue to Chardan (and/or its designee(s)) shall also be entitled to receive that number of shares of Common Stock equal to three-fourths half of one percent (0.750.5%) of the number of Units sold (between 37,500 30,000 shares of Common Stock if the Over-allotment Option is not exercised and 43,125 34,500 shares of Common Stock if the Over-allotment Option is exercised in full) as a deferred equity underwriting commission (the “Deferred Equity”), with the Deferred Equity to be delivered to Chardan’s own account (and/or the account(s) of its designee(s)) upon the consummation of a Business Combination. The Company Sponsor shall deliver to Chardan (and/or its designee(s)) upon the consummation of the Business Combination, certificates for the Deferred Equity in the name or names and in such authorized denominations as Chardan may request. Pursuant to Rule 5110(e)(1) of FINRA’s rules, the Deferred Equity is subject to a lock-up for a period of one hundred eighty (180) days immediately following the commencement of sales in the offering during which the securities may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities. In the event that the Company is unable to consummate a Business Combination, Chardan agrees that any rights or claims to any Deferred Equity shall be forfeited. Any Deferred Equity will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter at the Closing (or, with respect to Deferred Equity related to the Option Units, the payment of the purchase price for those Units at any Option Closing) and will be paid if and when the Company consummates a Business Combination without any further conditions. Chardan may waive its right to receive the Deferred Equity by notifying the Company in writing at any time prior to the consummation of a Business Combination, in which case the Deferred Equity will be cancelled.