Common use of Deferred Underwriting Commission Clause in Contracts

Deferred Underwriting Commission. The Representative agrees that 4.5% of the gross proceeds from the sale of the Firm Units ($9,000,000) and 6.5% of the gross proceeds from the sale of the Option Units (up to $1,950,000) (collectively, the “Deferred Underwriting Commission”) will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account upon consummation of the Company’s initial Business Combination. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative agrees that: (i) the Underwriters shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public Shareholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. The Representative agrees that 4.53.5% of the gross proceeds from the sale of the Firm Units ($9,000,0006,125,000) and 6.53.5% of the gross proceeds from the sale of the Option Units (up to $1,950,000918,750) if any (collectively, the “Deferred Underwriting Commission”) ), will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account upon consummation of the Company’s initial Business Combination. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative agrees that: (i) the Underwriters it shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public ShareholdersStockholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. The Representative agrees Representatives agree that 4.5(i) 4.0% of the gross proceeds from the sale of the Firm Units ($9,000,0006,000,000) and 6.54.0% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 900,000), if any (collectively, the “Deferred Underwriting Commission”) ), will be deposited and held in the Trust Account and up to which amount shall be payable directly from the Trust Account, without accrued interest, to the Representative Representatives for its their own account upon consummation and the account of the Company’s initial Business CombinationUnderwriters upon the occurrence of the Specified Event, subject to the adjustments provided for in this Section 1.3. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and acknowledged by the Representative Representatives with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the RepresentativeRepresentatives. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, each Representative, on behalf of itself and the Representative Underwriters, agrees that: that (i) the Underwriters it shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-pro rata basis among the Public Shareholders. The Representative Representatives shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative Representatives on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully earned by each Underwriter satisfied upon the payment of the purchase price for the Units Public Securities purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Closing Date or Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, Closing Date without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing Specified Event and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination ClosingSpecified Event. Each Representative on behalf of itself and the Underwriters further agrees that the Deferred Underwriting Commission will be based on and paid out of funds available in the Trust Account after payments made out of the Trust Account to honor redemption rights of the Public Shareholders. Each Representative on behalf of itself and the Underwriters further agrees that the Deferred Underwriting Commission shall be decreased by $0.40 for every Ordinary Share for which a Public Shareholder exercises its redemption rights in connection with or prior to the Specified Event. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. The Representative agrees that 4.53.5% of the gross proceeds from the sale of the Firm Units ($9,000,0008,750,000) and 6.53.5% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 1,312,500), if any (collectively, the “Deferred Underwriting Commission”) ), will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account upon consummation of the Company’s initial Business Combination. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative agrees that: (i) the Underwriters it shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public ShareholdersStockholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. The Representative agrees Underwriters agree that 4.55.0% of the gross proceeds from the sale of the Firm Units ($9,000,00015,000,000) and 6.57.0% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 3,150,000), if any (collectively, the “Deferred Underwriting Commission”) ), will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account upon consummation of the Company’s initial Business Combination. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative Representative, on behalf of itself and the other Underwriters, agrees that: (i) the Underwriters they shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public ShareholdersStockholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. The Representative agrees that 4.54.0% of the gross proceeds from the sale of the Firm Units ($9,000,0008,800,000) and 6.56.0% of the gross proceeds from the sale of the Option Units (up to $1,950,0001,980,000) (collectively, the “Deferred Underwriting Commission”) will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account upon consummation of the Company’s initial Business Combination. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative Representative, on behalf of itself and the other Underwriters, agrees that: (i) the Underwriters Representative shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public ShareholdersStockholders. The Representative shall have the right to agree to any further modifications modification to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. 1.3.1 The Representative agrees Underwriters agree that 4.53.5% of the gross proceeds from the sale of the Firm Units ($9,000,0007,000,000) and 6.55.5% of the gross proceeds from the sale of the Option Units (up to $1,950,0001,650,000) (collectively, the “Deferred Underwriting Commission”) will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account upon consummation of the Company’s initial Business Combination. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative agrees that: (i) the Underwriters Representative shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public Shareholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. The Representative agrees that 4.5(i) 3.5% of the gross proceeds from the sale of the Firm Units ($9,000,0008,750,000) and 6.54.3% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 1,612,500), if any (collectively, the “Deferred Underwriting Commission”) ), will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its their own account upon consummation and the account of the Company’s Underwriters upon the occurrence of the initial Business CombinationCombination (such consummation, the “Specified Event”). The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and acknowledged by the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more entities (the “Business Combination”), and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, each Representative, on behalf of itself and the Representative Underwriters, agrees that: that (i) the Underwriters it shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-pro rata basis among the Public Shareholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully earned by each Underwriter satisfied upon the payment of the purchase price for the Units Public Securities purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Closing Date or Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, Closing Date without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing Specified Event and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination ClosingSpecified Event. Each Representative on behalf of itself and the Underwriters further agrees that the Deferred Underwriting Commission will be based on and paid out of funds available in the Trust Account after payments made out of the Trust Account to honor redemption rights of the Public Shareholders. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. The Representative agrees that 4.53.5% of the gross proceeds from the sale of 25,000,000 of the Firm Units ($9,000,0008,750,000) and 6.53.5% of the gross proceeds from the sale of the Option Units (up to $1,950,0001,312,500) (collectively, the “Deferred Underwriting Commission”) ), will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account upon consummation of the Company’s initial Business Combination. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CSTContinental, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative agrees that: (i) the Underwriters Representative shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public Shareholders. The Representative shall have the right to agree to any further modifications to the Any Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission Commissions will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter underwriter on the closing of this the Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything the foregoing, the Deferred Underwriting Commission shall be payable as follows: (i) $0.275 per Firm Unit and Option Unit shall be paid to the contrary Underwriters in this Agreement, each Underwriter may at any time prior cash and (ii) up to $0.075 per Firm Unit and Option Unit shall be paid to the Business Combination Closing and Underwriters in cash, provided that the Company shall have the right, in its sole and absolute discretion, by written notice to the Company, elect to forfeit not pay and reallocate any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of such $0.075 amount for the Deferred Underwriting Commission or to any other right payment of expenses in connection such Underwriter may have under this AgreementBusiness Combination.

Deferred Underwriting Commission. The Representative agrees that 4.53.5% of the gross proceeds from the sale of the Firm Units ($9,000,0007,000,000) and 6.53.5% of the gross proceeds from the sale of the Option Units (up to $1,950,0001,050,000) (collectively, the “Deferred Underwriting Commission”) ), will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account upon consummation of the Company’s initial Business Combination. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CSTOdyssey, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative agrees that: (i) the Underwriters Representative shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public Shareholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter underwriter on the closing of this the Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in any other provision of this Agreement, each Underwriter may at any time the Deferred Underwriting Commission shall be payable as follows: (i) $0.15 per Firm Unit and Option Unit shall be paid to the Underwriters in cash upon the closing of the Business Combination; (ii) up to $0.10 per Firm Unit and Option Unit shall be paid to the Underwriters in cash, such amount to be determined pursuant to the formula set forth below, by multiplying (x) a fraction, the numerator of which is the number of Ordinary Shares included in the Units sold in the Offering (the “Public Shares”) outstanding immediately prior to the consummation of the Business Combination Closing Combination, net of any Public Shares that have been submitted for redemption by Public Shareholders, and the denominator of which is the number of Public Shares outstanding at the closing of the Offering by (y) 1.0%; and (iii) $0.10 per Firm Unit and Option Unit shall be paid to the Underwriters in cash, provided that the Company shall have the right, in its sole and absolute discretion, by written notice to reallocate any portion of such $0.10 amount to third parties not participating in the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case Offering (but who are members of FINRA) that assist the Company agrees to instruct in consummating the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this AgreementCombination.

Deferred Underwriting Commission. The Representative agrees that 4.53.00% of the gross proceeds from the sale of the Firm Units ($9,000,0003,000,000) and 6.5% of the gross proceeds from the sale of the Option Units (up to $1,950,000450,000) (collectively, the “Deferred Underwriting Commission”) will be deposited in and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account upon consummation of the Company’s initial Business Combination. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment One Million Six Hundred Twenty-Five Thousand ($1,625,000) of the Deferred Underwriting Commission from (plus up to $243,750 if the Trust Account, prior Over-allotment Option is exercised in full) shall be paid by the Company to commencing any liquidation the Representative in cash upon the closing of the assets Company’s Business Combination. The other One Million Three Hundred Seventy-Five Thousand ($1,375,000) of the Trust Account Deferred Underwriting Commission (plus up to $206,250 if the Over-allotment Option is exercised in full) shall be payable by the Company in cash upon the closing of the Company’s Business Combination to certain parties who are instrumental in advising the Company in connection with the consummation closing of any the Business Combination, and including the Representative, provided any such provision party is a member of the Trust Agreement Financial Industry Regulatory Authority (“FINRA”), on either a contingent or non-contingent basis, as determined by the Company in its sole discretion; provided, however, that (1) any portion of the Deferred Underwriting Commission relating to an allocation made on a contingent basis where the contingency is not met shall not be permitted paid to any party and (2) if no allocation is made by the Company with respect to any portion of the Deferred Underwriting Commission, then all of such unallocated portion of the Deferred Underwriting Commission shall be amended without paid by the prior written consent of Company to the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative Representative, on behalf of itself and the other Underwriters, agrees that: (i) the several Underwriters shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public Shareholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this AgreementStockholders.

Deferred Underwriting Commission. The Representative agrees that 4.53.5% of the gross proceeds from the sale of the Firm Units ($9,000,0008,750,000) and 6.55.5% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 2,062,500), if any (collectively, the “Deferred Underwriting Commission”) ), will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account upon consummation of the Company’s initial Business Combination. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative agrees that: (i) the Underwriters it shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public ShareholdersStockholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. The Representative agrees that 4.5% of the gross proceeds from the sale of the Firm Units ($9,000,0009,900,000) and 6.5% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 2,145,000), if any (collectively, the “Deferred Underwriting Commission”) ), will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account Underwriters upon consummation the occurrence of the Company’s initial Business CombinationCombination Closing. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative Representative, on behalf of itself and the Underwriters, agrees that: (i) the Underwriters shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public Shareholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully earned by each Underwriter satisfied upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Closing Date or Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, Closing Date without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees and the Representative agree to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. The Representative agrees that 4.55.0% of the gross proceeds from the sale of the Firm Units ($9,000,0007,750,000) and 6.57.0% of the gross proceeds from the sale of the Option Units (up to $1,950,0001,627,500) (collectively, the “Deferred Underwriting Commission”) will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account upon consummation of the Company’s initial Business Combination. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative Representative, on behalf of itself and the other Underwriters, agrees that: (i) the Underwriters Representative shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public ShareholdersStockholders. The Representative shall have the right to agree to any further modifications modification to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. The Representative agrees Underwriters agree that 4.53.5% of the gross proceeds from the sale of the Firm Units ($9,000,0005,250,000) and 6.5% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 787,500), if any (collectively, the “Deferred Underwriting Commission”) ), will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative Underwriters for its their own account accounts upon consummation of the Company’s initial Business Combination. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative agrees Underwriters agree that: (i) the Underwriters they shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public ShareholdersStockholders. Notwithstanding anything to the contrary herein, (A) up to 1% of the Deferred Underwriting Commission may be paid at the sole discretion of the Company’s management to third parties not participating as Underwriters in this Offering (but who are members of the Financial Industry Regulatory Authority (“FINRA”)) that assist the Company in consummating its initial Business Combination; (B)(1) the Company may reduce the Deferred Underwriting Commission by up to 50% based on stockholders redeeming their shares of Class A Common Stock for their pro-rata amount of the Trust Amount; provided, further, that the maximum reduction of the Deferred Underwriting Commission reduction based on stockholder redemptions shall be 50% regardless of whether stockholder redemptions exceed 50%; (2) any sums paid to other advisors pursuant to (A), above, will be credited against reduction of and added back to the Deferred Underwriting Commission payable to the Representatives; and (3) under no circumstance will the Deferred Underwriting Commission be less than 1.75% of the gross proceeds from the sale of Firm Units and the Option Units. The Representative Representatives shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. The Representative agrees Underwriters agree that 4.55.0% of the gross proceeds from the sale of the Firm Units ($9,000,00010,000,000) and 6.57.0% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 2,100,000), if any (collectively, the “Deferred Underwriting Commission”) ), will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative Underwriters for its their own account upon consummation of the Company’s initial Business Combination. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative agrees Underwriters agree that: (i) the Underwriters they shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public ShareholdersStockholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. The Representative agrees that 4.53.5% of the gross proceeds from the sale of the Firm Units ($9,000,0003,500,000) and 6.53.5% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 525,000), if any (collectively, the “Deferred Underwriting Commission”) ), will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account upon consummation the occurrence of the Company’s initial Business CombinationSpecified Event. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative on behalf of itself and the Underwriters agrees that: (i) the Underwriters it shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public Shareholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully earned by each Underwriter satisfied upon the payment of the purchase price for the Units Public Securities purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Closing Date or Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, Closing Date without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing Specified Event and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination ClosingSpecified Event. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. The Representative agrees Representatives agree that 4.54.0% of the gross proceeds from the sale of the Firm Units ($9,000,0003,000,000) and 6.5% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 450,000), if any (collectively, the “Deferred Underwriting Commission”) ), will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative Representatives for its their own account and the account of the Underwriters upon the consummation of a Business Combination; provided that such Deferred Underwriting Commission shall be due solely from amounts remaining in the Trust Account following all properly submitted shareholder redemptions in connection with the consummation of a Business Combination and less any funds required to be repaid by the combined company to non-redeeming shareholders following consummation of the Company’s initial Business Combination. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and acknowledged by the Representative Representatives with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the RepresentativeRepresentatives. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, each Representative, on behalf of itself and the Representative Underwriters, agrees that: that (i) the Underwriters it shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-pro rata basis among the Public Shareholders. The Representative Representatives shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative Representatives on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully earned by each Underwriter satisfied upon the payment of the purchase price for the Units Public Securities purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Closing Date or Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, Closing Date without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the consummation of a Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence consummation of a Business Combination ClosingCombination. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. The Representative agrees that 4.53.5% of the gross proceeds from the sale of 25,000,000 of the Firm Units ($9,000,0008,750,000) and 6.53.5% of the gross proceeds from the sale of the Option Units (up to $1,950,0001,312,500) (collectively, the “Deferred Underwriting Commission”) ), will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account upon consummation of the Company’s initial Business Combination. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CSTContinental, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative agrees that: (i) the Underwriters Representative shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public Shareholders. The Representative shall have the right to agree to any further modifications to the Any Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission Commissions will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter underwriter on the closing of this the Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything the foregoing, the Deferred Underwriting Commission shall be payable as follows: (i) $0.20 per Firm Unit and Option Unit shall be paid to the contrary Underwriters in this Agreementcash; (ii) up to $0.05 per Firm Unit and Option Unit shall be paid to the Underwriters in cash, each Underwriter may at any time such amount to be determined by multiplying (x) a fraction, the numerator of which is the number of Class A Ordinary Shares included in the Units sold in the Offering (the “Public Shares”) outstanding immediately prior to the consummation of the Business Combination Closing net of any Public Shares that have been submitted for redemption by Public by Public Shareholders who have properly exercised their redemption rights and net of any Public Shares held by Public Shareholders that have entered into forward purchase agreements or other arrangements whereby the Company has a contractual obligation to repurchase such Public Shares after closing of the Business Combination, and the denominator of which is the number of Public Shares outstanding at the closing of the Offering by (y) 1.0%; and (iii) up to $0.10 per Firm Unit and Option Unit shall be paid to the Underwriters in cash, provided that the Company shall have the right, in its sole and absolute discretion, by written notice to the Company, elect to forfeit not pay and reallocate any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of such $0.10 amount for the Deferred Underwriting Commission or to any other right payment of expenses in connection such Underwriter may have under this AgreementBusiness Combination.

Deferred Underwriting Commission. The Representative agrees that 4.5% of the gross proceeds from the sale of the Firm Units ($9,000,00011,250,000) and 6.5% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 2,437,500), if any (collectively, the “Deferred Underwriting Commission”) ), will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account upon consummation the occurrence of the Company’s initial Business CombinationCombination Closing. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative Representative, on behalf of itself and the Underwriters, agrees that: (i) the Underwriters shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public Shareholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully earned by each Underwriter satisfied upon the payment of the purchase price for the Units Public Securities purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Closing Date or Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, Closing Date without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees and the Representative agree to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. 1.3.1 The Representative agrees Underwriters agree that 4.55.0% of the gross proceeds from the sale of the Firm Units ($9,000,00010,000,000) and 6.57.0% of the gross proceeds from the sale of the Option Units (up to $1,950,0002,100,000) (collectively, the “Deferred Underwriting Commission”) will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account upon consummation of the Company’s initial Business Combination. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CSTAST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative agrees that: (i) the Underwriters Representative shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public Shareholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. The Representative agrees that 4.53.5% of the gross proceeds from the sale of the Firm Units ($9,000,0005,250,000) and 6.5% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 787,500), if any (collectively, the “Deferred Underwriting Commission”) ), will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account upon consummation occurrence of the Specified Event. The Deferred Underwriting Commission consists of (i) $4,500,000, or 3.0% of the gross proceeds from the sale of the Units (or up to $5,175,000 if the Over-allotment Option is exercised in full), which will be paid in cash; and (ii) up to $750,000, or 0.5% of the gross proceeds from the sale of the Units (or up to $862,500 if the Over-allotment Option is exercised in full), which will be payable to the Underwriters at the Company’s initial Business Combination. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative Sponsor’s sole discretion, including with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted amounts to be amended without paid, if any, to the prior written consent of the RepresentativeRepresentatives. In the event that the Company is unable to consummate a Business Combination and CSTContinental, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative Representative, on behalf of itself and the Underwriters, agrees that: that (i) the Underwriters shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-pro rata basis among the Public Shareholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully earned by each Underwriter satisfied upon the payment of the purchase price for the Units Public Securities purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Closing Date or Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, Closing Date without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing Specified Event and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closingthe Specified Event. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement. The Representative on behalf of itself and the Underwriters further agrees that the Deferred Underwriting Commission will be based on and paid out of funds available in the Trust Account after payments made out of the Trust Account to honor redemption rights of the Public Shareholders.

Deferred Underwriting Commission. The Representative agrees Underwriters agree that 4.53.5% of the gross proceeds from the sale of the Firm Units ($9,000,0007,000,000) and 6.5% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 1,050,000), if any (collectively, the “Deferred Underwriting Commission”) ), will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account upon consummation of the Company’s initial Business Combination. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative agrees Underwriters agree that: (i) the Underwriters they shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public ShareholdersStockholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. 1.3.1 The Representative agrees Underwriters agree that 4.5% of the gross proceeds from the sale of the Firm Units ($9,000,00011,250,000) and 6.5% of the gross proceeds from the sale of the Option Units (up to $1,950,0002,437,500) (collectively, the “Deferred Underwriting Commission”) will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account upon consummation of the Company’s initial Business Combination. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative agrees that: (i) the Underwriters Representative shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public Shareholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. The Representative agrees Representatives agree that 4.54.0% of the gross proceeds from the sale of the Firm Units ($9,000,0007,000,000) and 6.5% of the gross proceeds from the sale of the Option Units (up to $1,950,0001,050,000) (collectively, the “Deferred Underwriting Commission”) will be deposited and held in the Trust Account and up to such amount shall be payable directly from the Trust Account, without accrued interest, to the Representative Representatives for its own account upon consummation of the Company’s initial Business CombinationCombination as set forth herein. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative Representatives with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the RepresentativeRepresentatives. In the event that the Company is unable to consummate a Business Combination and CSTOdyssey, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative agrees Representatives agree that: (i) the Underwriters shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public Shareholders. The Representative Representatives shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative Representatives on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. The Representatives further agree that the Deferred Underwriting Commission will be based on the percentage of, and paid out of, funds available in the Trust Account, after payments made out of the Trust Account to honor redemption rights of the Public Shareholders. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. The Representative agrees that 4.54.0% of the gross proceeds from the sale of the Firm Units ($9,000,0008,000,000) and 6.56.0% of the gross proceeds from the sale of the Option Units (up to $1,950,0001,800,000) (collectively, the “Deferred Underwriting Commission”) will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account upon consummation of the Company’s initial Business Combination. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative agrees that: (i) the Underwriters shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public Shareholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. The Representative agrees Representatives agree that 4.5(i) 4.0% of the gross proceeds from the sale of the Firm Units ($9,000,0006,000,000) and 6.56.0% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 1,350,000), if any (collectively, the “Deferred Underwriting Commission”) ), will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative Representatives for its their own account upon consummation and the account of the Company’s initial Business CombinationUnderwriters upon the occurrence of the Specified Event. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and acknowledged by the Representative Representatives with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the RepresentativeRepresentatives. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, each Representative, on behalf of itself and the Representative Underwriters, agrees that: that (i) the Underwriters it shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-pro rata basis among the Public Shareholders. The Representative Representatives shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative Representatives on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully earned by each Underwriter satisfied upon the payment of the purchase price for the Units Public Securities purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Closing Date or Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, Closing Date without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing Specified Event and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination ClosingSpecified Event. Each Representative on behalf of itself and the Underwriters further agrees that the Deferred Underwriting Commission will be based on and paid out of funds available in the Trust Account after payments made out of the Trust Account to honor redemption rights of the Public Shareholders. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. The Representative agrees Representatives agree that 4.54.0% of the gross proceeds from the sale of the Firm Units ($9,000,0006,000,000) and 6.54.0% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 900,000), if any (collectively, the “Deferred Underwriting Commission”) ), will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative Representatives for its their own account upon consummation and the account of the Company’s initial Business CombinationUnderwriters upon the occurrence of the Specified Event. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative Representatives with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the RepresentativeRepresentatives. In the event that the Company is unable to consummate a Business Combination and CSTOdyssey, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, each Representative, on behalf of itself and the Representative Underwriters, agrees that: that (iA) the Underwriters it shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (iiB) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-pro rata basis among the Public Shareholders. The Representative Representatives shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative Representatives on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully earned by each Underwriter satisfied upon the payment of the purchase price for the Units Public Securities purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Closing Date or Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, Closing Date without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing Specified Event and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination ClosingSpecified Event. Each Representative on behalf of itself and the Underwriters further agrees that the Deferred Underwriting Commission will be based on and paid out of funds available in the Trust Account after payments made out of the Trust Account to honor redemption rights of the Public Shareholders. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. The Representative agrees Underwriters agree that 4.53.5% of the gross proceeds from the sale of the Firm Units ($9,000,0003,500,000) and 6.5% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 525,000), if any (collectively, the “Deferred Underwriting Commission”) ), will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative Underwriters for its their own account accounts upon consummation of the Company’s initial Business Combination. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative agrees Underwriters agree that: (i) the Underwriters they shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public ShareholdersStockholders. Notwithstanding anything to the contrary herein, (A) up to 1% of the Deferred Underwriting Commission may be paid at the sole discretion of the Company’s management to third parties not participating as Underwriters in this Offering (but who are members of the Financial Industry Regulatory Authority (“FINRA”)) that assist the Company in consummating its initial Business Combination; (B)(1) the Company may reduce the Deferred Underwriting Commission by up to 50% based on stockholders redeeming their shares of Class A Common Stock for their pro-rata amount of the Trust Amount; provided, further, that the maximum reduction of the Deferred Underwriting Commission reduction based on stockholder redemptions shall be 50% regardless of whether stockholder redemptions exceed 50%; (2) any sums paid to other advisors pursuant to (A), above, will be credited against reduction of and added back to the Deferred Underwriting Commission payable to the Representative; and (3) under no circumstance will the Deferred Underwriting Commission be less than 1.75% of the gross proceeds from the sale of Firm Units and the Option Units. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. 1.3.1 The Representative agrees Underwriters agree that 4.55.0% of the gross proceeds from the sale of the Firm Units ($9,000,00012,500,000) and 6.55.0% of the gross proceeds from the sale of the Option Units (up to $1,950,0001,875,000 ) (collectively, the “Deferred Underwriting Commission”) will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account upon consummation of the Company’s initial Business Combination. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative agrees that: (i) the Underwriters shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public Shareholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. The Representative agrees that 4.55.0% of the gross proceeds from the sale of the Firm Units ($9,000,00012,500,000) and 6.57.0% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 2,625,000), if any (collectively, the “Deferred Underwriting Commission”) ), will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account upon consummation of the Company’s initial Business Combination. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative agrees that: (i) the Underwriters it shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public ShareholdersStockholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. The Representative agrees that 4.5% of the gross proceeds from the sale of the Firm Units ($9,000,000) and 6.54.5% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 1,350,000), if any (collectively, the “Deferred Underwriting Commission”) ), will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative Underwriters for its their own account accounts upon consummation of the Company’s initial Business Combination. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative Representative, on behalf of the Underwriters, agrees that: (i) the Underwriters it shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public ShareholdersStockholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions decision relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. The Representative agrees that 4.5% of the gross proceeds from the sale of the Firm Units ($9,000,000) and 6.54.5% of the gross proceeds from the sale of the Option Units (up to $1,950,0001,350,000) (collectively, the “Deferred Underwriting Commission”) will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative Underwriters for its their own account upon consummation of the Company’s initial Business Combination. The Trust Agreement shall provide that the trustee Trustee (as defined below) is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative Representative, on behalf of the Underwriters, agrees that: (i) the Underwriters shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public Shareholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. The Representative agrees that 4.54.0% of the gross proceeds from the sale of the Firm Units ($9,000,0008,800,000) and 6.56.0% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 1,980,000), if any (collectively, the “Deferred Underwriting Commission”) ), will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account upon consummation of the Company’s initial Business Combination. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative agrees that: (i) the Underwriters it shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public ShareholdersStockholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. 1.3.1 The Representative agrees Underwriters agree that 4.53.5% of the gross proceeds from the sale of the Firm Units ($9,000,0006,125,000) and 6.55.5% of the gross proceeds from the sale of the Option Units (up to $1,950,0001,443,750) (collectively, the “Deferred Underwriting Commission”) will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account upon consummation of the Company’s initial Business Combination. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative agrees that: (i) the Underwriters Representative shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public ShareholdersStockholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. The Representative agrees that 4.53.75% of the gross proceeds from the sale of 20,000,000 of the Firm Units ($9,000,0007,500,000) and 6.53.75% of the gross proceeds from the sale of the Option Units (up to $1,950,0001,125,000) (collectively, the “Deferred Underwriting Commission”) ), will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account upon consummation of the Company’s initial Business Combination. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CSTContinental, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative agrees that: (i) the Underwriters Representative shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public Shareholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter underwriter on the closing of this the Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in any other provision of this Agreement, each Underwriter may at any time the Deferred Underwriting Commission shall be payable as follows: (i) $0.175 per Firm Unit and Option Unit shall be paid to the Underwriters in cash; (ii) up to $0.10 per Firm Unit and Option Unit shall be paid to the Underwriters in cash, such amount to be determined pursuant to the formula set forth below, by multiplying (x) a fraction, the numerator of which is the number of Class A Ordinary Shares included in the Units sold in the Offering (the “Public Shares”) outstanding immediately prior to the consummation of the Business Combination Closing Combination, net of any Public Shares that have been submitted for redemption by Public Shareholders who have properly exercised their redemption rights and net of any Public Shares held by Public Shareholders that have entered into forward purchase agreements or other arrangements whereby the Company has a contractual obligation to repurchase such Public Shares after closing of the Business Combination, and the denominator of which is the number of Public Shares outstanding at the closing of the Proposed Offering by (y) 1.0%; and (iii) up to $0.10 per Firm Unit and Option Unit shall be paid to the Underwriters in cash, provided that the Company shall have the right, in its sole and absolute discretion, by written notice to the Company, elect to forfeit not pay and reallocate any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of such $0.10 amount for the Deferred Underwriting Commission payment of expenses in connection such Business Combination, or to any other right such Underwriter may have under this Agreementfor working capital for the combined company following the Business Combination.

Deferred Underwriting Commission. The Representative agrees that 4.5% of the gross proceeds from the sale of the Firm Units ($9,000,00011,250,000) and 6.5% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 2,437,500), if any (collectively, the “Deferred Underwriting Commission”) ), will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account Underwriters upon consummation the occurrence of the Company’s initial Business CombinationCombination Closing. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative Representative, on behalf of itself and the Underwriters, agrees that: (i) the Underwriters shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public Shareholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully earned by each Underwriter satisfied upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Closing Date or Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, Closing Date without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees and the Representative agree to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. The Representative agrees that 4.55.0% of the gross proceeds from the sale of the Firm Units ($9,000,00012,500,000) and 6.57.0% of the gross proceeds from the sale of the Option Units (up to $1,950,0002,625,000) (collectively, the “Deferred Underwriting Commission”) will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account upon consummation of the Company’s initial Business Combination. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative Representative, on behalf of itself and the other Underwriters, agrees that: (i) the Underwriters Representative shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public ShareholdersStockholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. The Representative agrees that 4.5% of the gross proceeds from the sale of the Firm Units ($9,000,000) and 6.5% of the gross proceeds from the sale of the Option Units (up to $1,950,000) ), if any (collectively, the “Deferred Underwriting Commission”) ), will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account Underwriters upon consummation the occurrence of the Company’s initial Business CombinationCombination Closing. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative Representative, on behalf of itself and the Underwriters, agrees that: (i) the Underwriters shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public Shareholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully earned by each Underwriter satisfied upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Closing Date or Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, Closing Date without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees and the Representative agree to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. 1.3.1 The Representative agrees Underwriters agree that 4.55.0% of the gross proceeds from the sale of the Firm Units ($9,000,0001,000,000) and 6.57.0% of the gross proceeds from the sale of the Option Units (up to $1,950,0002,100,000) (collectively, the “Deferred Underwriting Commission”) will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account upon consummation of the Company’s initial Business Combination. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative agrees that: (i) the Underwriters Representative shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public Shareholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. The Representative agrees that 4.53.5% of the gross proceeds from the sale of the Firm Units ($9,000,00010,500,000) and 6.53.5% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 1,575,000), if any (collectively, the “Deferred Underwriting Commission”) ), will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account upon consummation of the Company’s initial Business Combination. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative agrees that: (i) the Underwriters it shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public ShareholdersStockholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. The Representative agrees that 4.5% of the gross proceeds from the sale of the Firm Units ($9,000,0004,500,000) and 6.54.5% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 675,000), if any (collectively, the “Deferred Underwriting Commission”) ), will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account upon consummation the occurrence of the Company’s initial Business CombinationSpecified Event. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative on behalf of itself and the Underwriters agrees that: (i) the Underwriters it shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public Shareholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully earned by each Underwriter satisfied upon the payment of the purchase price for the Units Public Securities purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Closing Date or Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, Closing Date without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing Specified Event and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination ClosingSpecified Event. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. The Representative agrees that 4.54.4% of the gross proceeds from the sale of the Firm Units ($9,000,0008,800,000) and 6.56.4% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 1,920,000), if any (collectively, the “Deferred Underwriting Commission”) ), will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative Representative, for its own account account, upon consummation the occurrence of the Company’s initial Business CombinationCombination Closing. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative Representative, on behalf of itself and the Underwriters, agrees that: (i) the Underwriters shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public Shareholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully earned by each Underwriter satisfied upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Closing Date or Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, Closing Date without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees and the Representative agree to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. The Representative agrees that 4.54.0% of the gross proceeds from the sale of the Firm Units ($9,000,0008,000,000) and 6.56.0% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 1,800,000), if any (collectively, the “Deferred Underwriting Commission”) ), will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative Representative, for its own account account, upon consummation the occurrence of the Company’s initial Business CombinationCombination Closing. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative Representative, on behalf of itself and the Underwriters, agrees that: (i) the Underwriters shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public Shareholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully earned by each Underwriter satisfied upon the payment of the purchase price for the Public Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Closing Date or Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, Closing Date without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees and the Representative agree to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. The Representative agrees that 4.53.5% of the gross proceeds from the sale of the Firm Units ($9,000,0007,000,000) and 6.55.5% of the gross proceeds from the sale of the Option Units (up to $1,950,0001,650,000) if any (collectively, the “Deferred Underwriting Commission”) ), will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account upon consummation of the Company’s initial Business Combination. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative agrees that: (i) the Underwriters it shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public ShareholdersStockholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. The Representative agrees Underwriters agree that 4.53.5% of the gross proceeds from the sale of the Firm Units ($9,000,0002,100,000) and 6.53.5% of the gross proceeds from the sale of the Option Units (up to $1,950,000315,000) (collectively, the “Deferred Underwriting Commission”) will be deposited in and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative Chardan for its own account upon consummation of the Company’s initial Business Combination. The Trust Agreement shall provide that the trustee Deferred Underwriting Commission is required due and payable only to obtain a joint written instruction signed by both Chardan and the Company and the Representative with respect shall not have any obligation or liability to the transfer of the funds held in the Trust Account, including the payment of pay the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representativeother Underwriters. In the event that the Company is unable to consummate a Business Combination and CSTContinental Stock Transfer & Trust Company, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of liquidates the Trust Account as provided in the Trust Agreement, the Representative agrees Underwriters agree that: (i) the Underwriters Chardan shall forfeit any rights have no right or claims claim to receive the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public Shareholderspublic shareholders. The Representative shall have the right to agree to any further modifications to the Any Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission Commissions will be fully earned by each Underwriter Chardan upon the payment of the purchase price for the Units purchased by such Underwriter on Chardan at the closing of this Offering Closing (including or, with respect to Deferred Underwriting Commissions related to the Option Units, the payment of the purchase price of for those Option Units at any Option UnitsClosing) and will be paid if and when the Company consummates its a Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, Combination without any further conditions. Notwithstanding anything Chardan may waive its right to receive the contrary Deferred Underwriting Commission by notifying the Company in this Agreement, each Underwriter may writing at any time prior to the consummation of a Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting CommissionCombination, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall will be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreementcancelled.

Deferred Underwriting Commission. 1.3.1 The Representative agrees Representatives agree that 4.54.0% of the gross proceeds from the sale of the Firm Units ($9,000,0008,000,000) and 6.56.0% of the gross proceeds from the sale of the Option Units (up to $1,950,0001,800,000) (collectively, the “Deferred Underwriting Commission”) will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative Representatives for its own account upon consummation of the Company’s initial Business Combination. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative Representatives with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the RepresentativeRepresentatives. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative agrees Representatives, each on behalf of itself and the other Underwriters, agree that: (i) the Underwriters Representatives shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public Shareholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this AgreementStockholders.

Deferred Underwriting Commission. The Representative agrees that 4.54.0% of the gross proceeds from the sale of the Firm Units ($9,000,0008,800,000) and 6.56.0% of the gross proceeds from the sale of the Option Units (up to $1,950,0001,980,000) (collectively, the “Deferred Underwriting Commission”) will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account upon consummation of the Company’s initial Business Combination. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative Representative, each on behalf of itself and the other Underwriters, agrees that: (i) the Underwriters Representative shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public ShareholdersStockholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. 1.3.1 The Representative agrees Underwriters agree that 4.55.0% of the gross proceeds from the sale of (i) the Firm Units ($9,000,0006,250,000) and 6.5% of the gross proceeds from the sale of (ii) the Option Units (up to $1,950,000937,500) (collectively, the “Deferred Underwriting Commission”) will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account upon consummation of the Company’s initial Business Combination. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative agrees that: (i) the Underwriters Representative shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public Shareholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. The Representative agrees that 4.53.5% of the gross proceeds from the sale of the Firm Units ($9,000,0007,000,000) and 6.53.5% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 1,050,000), if any (collectively, the “Deferred Underwriting Commission”) ), will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account upon consummation of the Company’s initial Business Combination. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative agrees that: (i) the Underwriters it shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public ShareholdersStockholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. The Representative agrees that 4.53.5% of the gross proceeds from the sale of the Firm Units ($9,000,0006,125,000) and 6.53.5% of the gross proceeds from the sale of the Option Units (up to $1,950,000918,750) (collectively, the “Deferred Underwriting Commission”) will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account upon consummation of the Company’s initial Business Combination. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative agrees that: (i) the Underwriters it shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public ShareholdersStockholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. The Representative agrees that 4.54.0% of the gross proceeds from the sale of the Firm Units ($9,000,0008,000,000) and 6.56.0% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 1,800,000), if any (collectively, the “Deferred Underwriting Commission”) ), will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account upon consummation the occurrence of the Company’s initial Business CombinationCombination Closing. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative Representative, on behalf of itself and the Underwriters, agrees that: (i) the Underwriters shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public Shareholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully earned by each Underwriter satisfied upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Closing Date or Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, Closing Date without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees and the Representative agree to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. The Representative agrees that 4.53.50% of the gross proceeds from the sale of the Firm Units ($9,000,0003,500,000) and 6.55.50% of the gross proceeds from the sale of the Option Units (up to $1,950,000825,000) (collectively, the “Deferred Underwriting Commission”) will be deposited in and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account upon consummation of the Company’s initial Business Combination. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment Two Million Seven Hundred Fifty Thousand ($2,750,000) of the Deferred Underwriting Commission from (plus up to $648,214 if the Trust Account, prior Over-allotment Option is exercised in full) shall be paid by the Company solely to commencing any liquidation the Representative in cash upon the closing of the assets Company’s Business Combination. The other Seven Hundred Fifty Thousand ($750,000) of the Trust Account Deferred Underwriting Commission (plus up to $176,786 if the Over-allotment Option is exercised in full) shall be payable by the Company in cash upon the closing of the Company’s Business Combination to certain parties who are instrumental in advising the Company in connection with the consummation closing of any the Business Combination, and including the Representative, provided any such provision party is a member of the Trust Agreement Financial Industry Regulatory Authority (“FINRA”), on either a contingent or non-contingent basis, as determined by the Company in its sole discretion; provided, however, that (1) any portion of the Deferred Underwriting Commission relating to an allocation made on a contingent basis where the contingency is not met shall not be permitted paid to any party and (2) if no allocation is made by the Company with respect to any portion of the Deferred Underwriting Commission, then all of such unallocated portion of the Deferred Underwriting Commission shall be amended without paid by the prior written consent of Company solely to the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative Representative, on behalf of itself and the other Underwriters, agrees that: (i) the several Underwriters shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public Shareholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this AgreementStockholders.

Deferred Underwriting Commission. The Representative agrees that 4.53.5% of the gross proceeds from the sale of the Firm Units ($9,000,0007,350,000) and 6.55.5% of the gross proceeds from the sale of the Option Units (up to $1,950,0001,732,500) (collectively, the “Deferred Underwriting Commission”) will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account upon consummation of the Company’s initial Business Combination. The Trust Agreement shall provide that the trustee is required to obtain a joint joingt written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative agrees that: (i) the Underwriters it shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public ShareholdersStockholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. The Representative agrees that 4.53.5% of the gross proceeds from the sale of the Firm Units ($9,000,0007,000,000) and 6.53.5% of the gross proceeds from the sale of the Option Units (up to $1,950,0001,050,000) (collectively, the “Deferred Underwriting Commission”) ), will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account upon consummation of the Company’s initial Business Combination. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CSTOdyssey, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative agrees that: (i) the Underwriters Representative shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public Shareholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter underwriter on the closing of this the Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in any other provision of this Agreement, each Underwriter may at any time the Deferred Underwriting Commission shall be payable as follows: (i) $0.15 per Firm Unit and Option Unit shall be paid to the Underwriters in cash upon the closing of the Business Combination; (ii) up to $0.10 per Firm Unit and Option Unit shall be paid to the Underwriters in cash, based on the number of Ordinary Shares included in the Units sold in the Offering (the “Public Shares”) outstanding immediately prior to the consummation of the Business Combination Closing Combination, net of any Public Shares that have been submitted for redemption by Public Shareholders; and (iii) $0.10 per Firm Unit and Option Unit shall be paid to the Underwriters in cash, provided that the Company shall have the right, in its sole and absolute discretion, by written notice to reallocate any portion of such $0.10 amount to third parties not participating in the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case Offering (but who are members of FINRA) that assist the Company agrees to instruct in consummating the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this AgreementCombination.

Deferred Underwriting Commission. The Representative agrees that 4.5% of the gross proceeds from the sale of the Firm Units ($9,000,00011,250,000) and 6.5% of the gross proceeds from the sale of the Option Units (up to $1,950,0002,437,500) (collectively, the “Deferred Underwriting Commission”) will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account upon consummation of the Company’s initial Business Combination. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative agrees that: (i) the Underwriters shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public Shareholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. The Representative agrees that 4.5% Chardan shall also be entitled to receive three percent (3.0%) of the gross proceeds from the sale of the Firm Units (up to $9,000,0001,800,000) and 6.5% three percent (3.0%) of the gross proceeds from the sale of the Option Units (or up to $1,950,0002,070,000 in total if the Over-allotment Option is exercised in full) as a deferred underwriting commission (collectively, the “Deferred Underwriting Commission”) will ). At the option of Chardan, the Deferred Underwriting Commission shall be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account Chardan upon consummation of the Company’s initial a Business Combination. The Trust Agreement shall provide that For the trustee is required to obtain a joint written instruction signed by both the Company avoidance of doubt, only Chardan and the Representative with respect to the transfer none of the funds held in the Trust Account, including the payment of other Underwriters shall be entitled to receive the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the RepresentativeCommission. In the event that the Company is unable to consummate a Business Combination and CSTContinental Stock Transfer & Trust Company, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative Chardan agrees that: (i) the Underwriters Chardan shall forfeit any rights have no right or claims claim to receive the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public Shareholderspublic stockholders. The Representative shall have the right to agree to any further modifications to the Any Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission Commissions will be fully earned by each Underwriter the Representative upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering Underwriters at the Closing (including or, with respect to Deferred Underwriting Commissions related to the Option Units, the payment of the purchase price of for those Option Units at any Option UnitsClosing) and will be paid only to the Representative if and when the Company consummates its a Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, Combination without any further conditions. Notwithstanding anything Chardan may waive its right to receive the contrary Deferred Underwriting Commission by notifying the Company in this Agreement, each Underwriter may writing at any time prior to the consummation of a Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting CommissionCombination, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall will be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreementcancelled.

Deferred Underwriting Commission. The Representative agrees Underwriters agree that 4.53.5% of the gross proceeds from the sale of the Firm Units Shares ($9,000,0006,125,000) and 6.5% of the gross proceeds from the sale of the Option Units Shares (up to $1,950,000) 918,750), if any (collectively, the “Deferred Underwriting Commission”) ), will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account upon consummation of the Company’s initial Business Combination, provided that up to one-third of such amount may be re-allocated or paid by the Company to members of FINRA that assist the Company in consummating its Business Combination, in the Company’s sole discretion. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative agrees Underwriters agree that: (i) the Underwriters they shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; Commission; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public ShareholdersStockholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. The Representative agrees that 4.53.5% of the gross proceeds from the sale of the Firm Units ($9,000,0006,125,000) and 6.55.5% of the gross proceeds from the sale of the Option Units (up to $1,950,0001,443,750) (collectively, the “Deferred Underwriting Commission”) will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account upon consummation of the Company’s initial Business Combination. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative agrees that: (i) the Underwriters it shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public ShareholdersStockholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. The Representative agrees that 4.53.5% of the gross proceeds from the sale of the Firm Units ($9,000,0007,350,000) and 6.53.5% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 1,102,500 (collectively, the “Deferred Underwriting Commission”) ), will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account upon consummation of the Company’s initial merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. ”) In the event that the Company is unable to consummate a Business Combination and CSTContinental, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative agrees that: (i) the Underwriters Representative shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public Shareholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission Representative, on behalf of itself and the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf Underwriters, further agrees that (i) 1.5% of the Underwriters. Any amounts paid in Gross Proceeds that is part of the Deferred Underwriting Commission will be proportionately reduced based on funds available in the Trust Account after payments made out of the Trust Account to honor redemption rights of the Public Shareholders, and (ii) 0.5% of the Gross Proceeds that is part of the Deferred Underwriting Commission may be allocated by the Company to third parties not participating in the IPO (but who are members of FINRA) that assist the Company in consummating the initial business combination. Any Deferred Underwriting Commissions shall be deemed fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter underwriter on the closing of this the Offering (including payment of the purchase price of any Option Units) and will be paid only if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. The Representative agrees that 4.53.5% of the gross proceeds from the sale of the Firm Units ($9,000,0005,355,000) and 6.55.5% of the gross proceeds from the sale of the Option Units (up to $1,950,0001,262,250) (collectively, the “Deferred Underwriting Commission”) will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account upon consummation of the Company’s initial Business Combination. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative Representative, on behalf of itself and the other Underwriters, agrees that: (i) the Underwriters Representative shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public ShareholdersStockholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. The Representative agrees that 4.5% of the gross proceeds from the sale of the Firm Units ($9,000,000) and 6.5% of the gross proceeds from the sale of the Option Units (up to $1,950,000) ), if any (collectively, the “Deferred Underwriting Commission”) ), will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative Representative, for its own account account, upon consummation the occurrence of the Company’s initial Business CombinationCombination Closing. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative Representative, on behalf of itself and the Underwriters, agrees that: (i) the Underwriters shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public Shareholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully earned by each Underwriter satisfied upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Closing Date or Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, Closing Date without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees and the Representative agree to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. The Representative agrees that 4.53.50% of the gross proceeds from the sale of the Firm Units ($9,000,0003,500,000) and 6.55.50% of the gross proceeds from the sale of the Option Units (up to $1,950,000825,000) (collectively, the “Deferred Underwriting Commission”) will be deposited in and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account upon consummation of the Company’s initial Business Combination. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment Two Million Seven Hundred Fifty Thousand ($2,750,000) of the Deferred Underwriting Commission from (plus up to $648,214 if the Trust Account, prior Over-allotment Option is exercised in full) shall be paid by the Company to commencing any liquidation the Representative in cash upon the closing of the assets Company’s Business Combination. The other Seven Hundred Fifty Thousand ($750,000) of the Trust Account Deferred Underwriting Commission (plus up to $176,786 if the Over-allotment Option is exercised in full) shall be payable by the Company in cash upon the closing of the Company’s Business Combination to certain parties who are instrumental in advising the Company in connection with the consummation closing of any the Business Combination, and including the Representative, provided any such provision party is a member of the Trust Agreement Financial Industry Regulatory Authority (“FINRA”), on either a contingent or non-contingent basis, as determined by the Company in its sole discretion; provided, however, that (1) any portion of the Deferred Underwriting Commission relating to an allocation made on a contingent basis where the contingency is not met shall not be permitted paid to any party and (2) if no allocation is made by the Company with respect to any portion of the Deferred Underwriting Commission, then all of such unallocated portion of the Deferred Underwriting Commission shall be amended without paid by the prior written consent of Company to the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative Representative, on behalf of itself and the other Underwriters, agrees that: (i) the several Underwriters shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public Shareholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this AgreementStockholders.

Deferred Underwriting Commission. The Representative agrees that 4.5% of the gross proceeds from the sale of the Firm Units ($9,000,00011,250,000) and 6.5% of the gross proceeds from the sale of the Option Units (up to $1,950,0002,437,500) (collectively, the “Deferred Underwriting Commission”) will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account upon consummation of the Company’s initial Business Combination. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative agrees that: (i) the Underwriters shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public Shareholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. 1.3.1 The Representative agrees Underwriters agree that 4.54.0% of the gross proceeds from the sale of the Firm Units ($9,000,00012,000,000) and 6.56.0% of the gross proceeds from the sale of the Option Units (up to $1,950,0002,700,000 ) (collectively, the “Deferred Underwriting Commission”) will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account upon consummation of the Company’s initial Business Combination. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative agrees that: (i) the Underwriters Representative shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public Shareholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. 1.3.1 The Representative agrees that 4.54.0% of the gross proceeds from the sale of the Firm Units ($9,000,00012,000,000) and 6.56.0% of the gross proceeds from the sale of the Option Units (up to $1,950,0002,700,000) (collectively, the “Deferred Underwriting Commission”) will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account upon consummation of the Company’s initial Business Combination. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative Representative, on behalf of itself and the other Underwriters, agrees that: (i) the Underwriters Representative shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public Shareholders. The Stockholders. 1.3.2 Notwithstanding the foregoing, the Representative shall have agrees that, upon consummation of the right to agree to any further modifications to initial Business Combination, Representative (upon receipt of the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications Commission) shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when reimburse the Company consummates its Business Combination, and for fees payable to the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any Company’s capital markets advisor for services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything or the Representative shall direct the Trustee to reduce the contrary in this Agreement, each Underwriter may at any time prior to Deferred Underwriting Commission by the Business Combination Closing amount of such fees and in its sole and absolute discretion, by written notice pay such fees directly to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission’s capital markets advisor, in which case an amount equal to the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence sum of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion one-half of the Deferred Underwriting Commission or from the sale of the Firm Units ($6,000,000) and one-third of the Deferred Underwriting Commission from the sale of the Option Units (up to any other right such Underwriter may have under this Agreement$900,000) (together, the “Deferred Capital Markets Advisor Payment”) and, upon instruction from the Company, Representative shall pay the Deferred Capital Markets Advisor Payment to the Company’s capital markets advisor on the Company’s behalf.

Deferred Underwriting Commission. The Representative agrees Representatives agree that 4.54.0% of the gross proceeds from the sale of the Firm Units ($9,000,0006,000,000) and 6.54.0% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 900,000), if any (collectively, the “Deferred Underwriting Commission”) ), will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative Representatives for its their own account upon consummation and the account of the Company’s initial Business CombinationUnderwriters upon the occurrence of the Specified Event. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative Representatives with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the RepresentativeRepresentatives. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, each Representative, on behalf of itself and the Representative Underwriters, agrees that: that (iA) the Underwriters it shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (iiB) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-pro rata basis among the Public Shareholders. The Representative Representatives shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative Representatives on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully earned by each Underwriter satisfied upon the payment of the purchase price for the Units Public Securities purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Closing Date or Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, Closing Date without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing Specified Event and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination ClosingSpecified Event. Each Representative on behalf of itself and the Underwriters further agrees that the Deferred Underwriting Commission will be based on and paid out of funds available in the Trust Account after payments made out of the Trust Account to honor redemption rights of the Public Shareholders. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. The Representative agrees that 4.5% of the gross proceeds from the sale of the Firm Units an aggregate amount equal to One Million Five Hundred Thousand U.S. Dollars ($9,000,000) and 6.5% of the gross proceeds from the sale of the Option Units (up to $1,950,0001,500,000) (collectively, the “Cash Deferred Underwriting Commission”) will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account upon consummation of the Company’s initial Business Combination. The Trust Agreement shall provide that In addition, upon the trustee is required to obtain a joint written instruction signed by both consummation of the Company’s initial Business Combination, the Company (or, if applicable, the successor public company in such Business Combination (the “Successor”)) will issue to the Representative 200,000 Class A Ordinary Shares of the Company (or equivalent publicly traded common or ordinary shares of the Successor), subject to equitable adjustment for stock splits, stock dividends, combinations, recapitalizations and the like after the date hereof, including to account for any equity securities into which such shares are exchanged or converted (the “Representative Xxxxxx” and, together with the Cash Deferred Underwriting Commission, the “Deferred Underwriting Commission”). Upon the issuance of the Representative Shares, the Company will, and will cause the Sponsor to, add the Representative as a “Holder” party to the Registration Rights Agreement, dated as of July 14, 2020 (as amended, the “Registration Rights Agreement”) with respect to the transfer of the funds held in the Trust AccountRepresentative Shares, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representativewhich will become “Registrable Securities” thereunder. In the event that the Company is unable to consummate a Business Combination and CSTCST&T, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative agrees that: (i) the Underwriters Representative shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Cash Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public Shareholders. .” The Company and the Representative shall have agree that any reference in the right Underwriting Agreement to agree to any further modifications to the amount or type of consideration owed for the Deferred Underwriting Commission on behalf that is inconsistent with the provisions of Section 1.3, as amended by this Paragraph 1, shall be deemed amended, effective as of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing date of this Offering (including payment Letter, to be consistent with the provisions of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business CombinationSection 1.3, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in as amended by this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this AgreementParagraph 1.

Deferred Underwriting Commission. The Representative agrees that 4.55.0% of the gross proceeds from the sale of the Firm Units ($9,000,00010,000,000) and 6.57.0% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 2,100,000), if any (collectively, the “Deferred Underwriting Commission”) ), will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account upon consummation the occurrence of the Company’s initial Business CombinationCombination Closing. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative on behalf of itself and the Underwriters agrees that: (i) the Underwriters they shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public Shareholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully earned by each Underwriter satisfied upon the payment of the purchase price for the Units Public Securities purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Closing Date or Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, Closing Date without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees and the Representative agree to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. 1.3.1 The Representative agrees Underwriters agree that 4.53.5% of the gross proceeds from the sale of the Firm Units ($9,000,0007,700,000) and 6.55.5% of the gross proceeds from the sale of the Option Units (up to $1,950,0001,815,000) (collectively, the “Deferred Underwriting Commission”) will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative Representatives for its their own account upon consummation of the Company’s initial Business Combination. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative Representatives with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the RepresentativeRepresentatives. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative agrees Representatives agree that: (i) the Underwriters Representatives shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public Shareholders. The Representative Representatives shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative Representatives on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. The Representative agrees Underwriters agree that 4.55.0% of the gross proceeds from the sale of the Firm Units ($9,000,000) and 6.55.0% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 1,350,000), if any (collectively, the “Deferred Underwriting Commission”) ), will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account upon consummation of the Company’s initial Business Combination. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative Representative, on behalf of itself and the other Underwriters, agrees that: (i) the Underwriters they shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public ShareholdersStockholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. The Representative agrees Underwriters agree that 4.53.5% of the gross proceeds from the sale of the Firm Units ($9,000,00010,675,000) and 6.55.5% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 2,516,250), if any (collectively, the “Deferred Underwriting Commission”) ), will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative Underwriters for its their own account accounts upon consummation of the Company’s initial Business Combination. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative agrees Underwriters agree that: (i) the Underwriters they shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public ShareholdersStockholders. Notwithstanding anything to the contrary herein, up to 10% of the Deferred Underwriting Commission relating to the sale of the Firm Units may be paid at the sole discretion of the Company’s management to third parties not participating as Underwriters in this Offering (but who are members of the Financial Industry Regulatory Authority (“FINRA”)) that assist the Company in consummating its initial Business Combination; provided, however, that any such payment to a third party must be agreed upon prior to the execution of a definitive agreement in connection with the Company’s initial Business Combination. In the event that any such payment to a third party is not agreed upon prior to the execution of a definitive agreement in connection with the Company’s initial Business Combination, the Underwriters shall be entitled to the entire Deferred Underwriting Commission. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. The Representative agrees that 4.5% of upon the gross proceeds from the sale of the Firm Units ($9,000,000) and 6.5% of the gross proceeds from the sale of the Option Units (up to $1,950,000) (collectively, the “Deferred Underwriting Commission”) will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account upon consummation of the Company’s initial Business Combination (the “Closing”), the Company (or, if applicable, the successor public company in such Business Combination (the “Successor”)) shall issue, transfer and deliver, or cause to be issued, transferred and delivered, to the Representative, in book-entry form, by irrevocable instruction to its duly appointed transfer agent, a number of shares of common stock of the Company, par value $0.0001 per share (or equivalent publicly traded common or shares of common stock of the Successor) (the “New Common Stock”) equal to 1,200,000 shares of New Common Stock, subject to equitable adjustment for stock splits, stock dividends, combinations, recapitalizations and the like after the date hereof and prior to the closing of such initial Business Combination. , including to account for any equity securities into which such shares are exchanged or converted (the “Deferred Fee Shares”). (a) The Trust Agreement shall provide Company hereby agrees that the trustee is required Deferred Fee Shares issued, transferred and delivered to obtain a joint written instruction signed by both the Company and the Representative in satisfaction hereof shall be validly issued (with respect to “registration rights,” as described below), fully paid and non-assessable and free and clear of all liens, encumbrances and other restrictions on the pledge, sale or other transfer of such Deferred Fee Shares (collectively, “Restrictions”), other than those Restrictions either (x) arising from applicable U.S. federal or state securities laws or (y) imposed by the funds held in Lock-Up Agreement (as defined below) (together, the Trust Account, including “Permitted Restrictions”). (b) Upon the payment issuance of the Deferred Underwriting Commission Fee Shares upon the Closing, the Company will, and will cause the Sponsor to, add the Deferred Fee Shares (along with any Placement Shares (as defined below)) as “Registrable Securities” of the Representative under the Registration Rights Agreement. (c) Furthermore, on or immediately prior to the expiration of the Lock-up Period, upon CF&CO’s request, the Company agrees that it (or any Successor) shall promptly (i) instruct and cause (x) its legal counsel to promptly provide the necessary “ blanket” legal opinion(s) to the Transfer Agent so that such Transfer Agent may remove any “ restrictive legends” from the Trust AccountDeferred Fee Sares and the Placement Shares (together, prior the “CF&CO Shares”) and (y) its Transfer Agent to commencing remove any liquidation such “restrictive legends” from the CF&CO Shares, and (ii) take any such further action as CF&CO may reasonably request, in each case, to enable CF&CO to promptly resell, freely trade or otherwise dispose of the assets of CF&CO Shares, in reliance upon either (x) a resale registration statement, or (y) Rule 144 under the Trust Account Act (such obligations in connection with sub-clauses (c)(i) and (ii), collectively, the consummation of any Business Combination“Resale Obligations”); provided, and such provision of that, in each case, the Trust Agreement shall not be permitted to be amended without Company (or, if applicable, the prior written consent of Successor) has received a customary representation letter from the Representative. , the form and substance of which shall be reasonably satisfactory to the Company (or, if applicable, the Successor). (d) In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative agrees that: (i) that the Underwriters Representative shall forfeit any rights or claims to the Deferred Fee Shares or any other deferred underwriting commission. Without limiting the foregoing, the Representative shall not be entitled to any of the funds deposited or held in the Trust Account in connection with any deferred underwriting commission, and any references in the Underwriting CommissionAgreement to such rights, including Sections 1.1.1, 1.1.2, 1.2.3, are hereby superseded. (e) However, in the event that the Company does consummate a Business Combination, but the Company (or the Successor) is unable to, or otherwise does not, (i) issue or cause to be issued the full amount of the Deferred Fee Shares to the Representative in satisfaction hereof, upon or in connection with the Closing, without any accrued interest thereon; and Restrictions on transfer, other than the Permitted Restrictions, (ii) the Deferred Underwriting Commission, together comply with all other amounts on deposit its obligations in the Trust Account, shall be distributed on a pro-rata basis among the Public Shareholders. The Representative shall have the right to agree to any further modifications clause (b) above with respect to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating Registration Rights Agreement to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder performed at or prior to provide any services or in connection with an initial Business Combinationthe Closing, without any further conditions. Notwithstanding anything and/or (iii) comply with the Resale Obligations, such that CF&CO is unable to promptly resell, freely trade or otherwise dispose of the contrary CF&CO Shares promptly following expiration of the Lock-up Period, in this Agreementreliance upon either (x) a resale registration statement, or (y) Rule 144 under the Act, then, in each Underwriter may of the foregoing cases set forth in sub-clauses (e)(i)-(iii), at any time prior to the Business Combination Closing and in its sole and absolute discretion, election of CF&CO made by written notice provided to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees (or the Successor) shall promptly (but in any event within five (5) Business Days) after receipt of such notice from CF&CO, pay to instruct CF&CO an amount in cash equal to $5,705,000 (the Trustee not “Default Payment”); and CF&CO will promptly, after receipt of such payment, return to pay such Underwriter its the Company all remaining Deferred Underwriting Commission upon the occurrence of a Business Combination ClosingFee Shares held by it. For the avoidance of doubt, once paid, any such election Default Payment will not be refundable under any circumstances.” The Company and the Representative agree that, subject to the penultimate paragraph of Section 1.3 of the Underwriting Agreement (as amended by an Underwriter shall be without prejudice this Section 1), any reference in the Underwriting Agreement to any right the amount or claim type of any other Underwriter to its respective portion of consideration owed for the Deferred Underwriting Commission that is inconsistent with the provisions of Section 1.3, as amended by this Section 1, shall be deemed amended, effective as of the date of this Letter, to be consistent with the provisions of Section 1.3, as amended by this Section 1; however, if the conditions set forth in sub-clauses (x) and (y) of the penultimate paragraph of such Section 1.3 (as amended by this Section 1) are not satisfied as of the Closing, then this Letter shall be automatically terminated and the original Deferred Underwriting Commission, in the amount of $5,705,000, shall become due and payable by the Company to CF&CO, in cash, upon the consummation of a Business Combination, as originally set forth in the Underwriting Agreement, as of its original date and prior to its amendment by this Letter and the First Amendment. Each of the Company and the Representative will, upon request of the other, execute such other documents, instruments or agreements as may be reasonable or necessary to effectuate the Fee Reduction agreements set forth in this Letter and the Registration Rights and Resale Obligations set forth in the Underwriting Agreement (as amended by this Section 1). For the avoidance of doubt, the Fee Reduction agreement set forth in this Letter is confidential may be not filed publicly or otherwise disclosed by the Company to any other right party (other than EUR) without the Representative’s prior written consent, not to be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing, if the Company (or the Successor) is required by applicable law, regulation, Commission or applicable stock exchange requirement or legal process to disclose this Letter or its terms, including, without limitation, the Fee Reduction agreement, the Company (or the Successor) may do so without the consent of the Representative, so long as it provides the Representative with a reasonable opportunity to review and comment on such Underwriter may have under this Agreementdisclosure prior to its filing, publication or dissemination and the Company (or the Successor) considers in good faith any reasonable comments provided by the Representative with respect to such disclosure. 2. Section 1 of the Underwriting Agreement shall be amended such that a new Section 1.7 shall be added to said Section 1, which shall read as follows:

Deferred Underwriting Commission. The Representative agrees that 4.5% of upon the gross proceeds from the sale of the Firm Units ($9,000,000) and 6.5% of the gross proceeds from the sale of the Option Units (up to $1,950,000) (collectively, the “Deferred Underwriting Commission”) will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account upon consummation of the Company’s initial Business Combination (the “Closing”), the Company (or, if applicable, the successor public company in such Business Combination (the “Successor”)) shall issue, transfer and deliver, or cause to be issued, transferred and delivered, to the Representative, in book-entry form, by irrevocable instruction to its duly appointed transfer agent, a number of shares of common stock of the Company, par value $0.0001 per share (the “Common Stock”) (or equivalent publicly traded common or shares of common stock of the Successor) equal to 900,000 shares of Common Stock, subject to equitable adjustment for stock splits, stock dividends, combinations, recapitalizations and the like after the date hereof and prior to the closing of such initial Business Combination, including to account for any equity securities into which such shares are exchanged or converted (the “Representative Shares” or the “Modified Deferred Underwriting Commission”). The Trust Agreement shall provide Company hereby agrees that the trustee is required Representative Shares issued, transferred and delivered to obtain a joint written instruction signed by both the Representative in satisfaction of the Modified Deferred Underwriting Commission shall be validly issued, fully paid and non-assessable and free and clear of all liens, encumbrances and other restrictions on the pledge, sale or other transfer of such Representative Shares of Common Stock (including any restrictions that may arise due to contractual “lock-ups”), other than those arising from applicable U.S. federal or state securities laws (collectively “Restrictions”). Upon the issuance of the Representative Shares, the Company will, and will cause the Sponsor to, add the Representative Shares as “Registrable Securities” of the Representative under that certain Registration Rights Agreement, dated as of November 3, 2021 (as may be amended, the “Registration Rights Agreement”); provided, that in the event that there is any “public investment in private equity” (“PIPE”) that closes substantially concurrently with the Closing which includes registration rights for the investor in such PIPE (the “Registration Rights Obligations”) that are superior to the registration rights available to the Representative under the Registration Rights Agreement, the Representative may, at its sole election within ten (10) Business Days after the Closing elect to receive the Registration Rights Obligations with respect to the transfer Representative Shares (pari passu with such PIPE investor) in lieu of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business CombinationRegistration Rights Agreement, and such provision of the Trust Registration Rights Agreement shall not will be permitted simultaneously amended to be amended without remove the prior written consent of the RepresentativeRepresentative Shares are “Registrable Securities” thereunder. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative agrees that: (i) that the Underwriters Representative shall forfeit any rights or claims to the Modified Deferred Underwriting Commission. Without limiting the foregoing, the Representative shall not be entitled to any of the funds deposited or held in the Trust Account in connection with the Modified Deferred Underwriting Commission, and any references in the Underwriting Agreement to such rights, including any accrued interest thereon; and Sections 1.1.1, 1.1.2, 1.2.3, are hereby superseded. However, in the event that the Company does consummate a Business Combination, but (iix) the Deferred Underwriting CommissionCompany is unable to, together with all other amounts on deposit in or otherwise does not, issue or cause to be issued the Trust Account, shall be distributed on a pro-rata basis among full amount of the Public Shareholders. The Representative shall have the right to agree to any further modifications Shares to the Representative in satisfaction of the Modified Deferred Underwriting Commission on behalf without any of the Underwriters and Restrictions, or (y) the Company does not comply with its obligations above with respect to the Registration Rights Agreement to be performed at or prior to the Closing, then, in each case, the Company (or any decisions relating Successor) shall promptly pay to such modifications shall be made exclusively by the Representative on behalf at the Closing the entire amount of the Underwriters. Any amounts paid in original Deferred Underwriting Commission will be fully earned by each Underwriter upon in cash in lieu of delivering the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination ClosingRepresentative Shares hereunder. For the avoidance of doubt, once issued, the Representative Shares will not be refundable under any such election circumstances.” The Company and the Representative agree that, subject to the penultimate paragraph of Section 1.3 of the Underwriting Agreement (as amended by an Underwriter shall be without prejudice this Section 1), any reference in the Underwriting Agreement to any right the amount or claim type of any other Underwriter to its respective portion of consideration owed for the Deferred Underwriting Commission that is inconsistent with the provisions of Section 1.3, as amended by this Section 1, shall be deemed amended, effective as of the date of this Letter, to be consistent with the provisions of Section 1.3, as amended by this Section 1; however, if the conditions set forth in the penultimate paragraph of such Section 1.3 (as amended by this Section 1) are not satisfied as of the Closing, then this Letter shall be automatically terminated with respect to Sections 1 and 2 (other than such penultimate paragraph of such Section 1.3 as amended by this Section 1). Each of the Company and the Representative will, upon request of the other, execute such other documents, instruments or agreements as may be reasonable or necessary to effectuate the Fee Reduction agreements set forth in this Letter. For the avoidance of doubt, the Fee Reduction agreement set forth in this Letter is confidential may be not filed publicly or otherwise disclosed by the Company to any other right party (other than EUR) without the Representative’s prior written consent, not to be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing, if the Company (or the Successor) is required by applicable law, regulation, Commission or applicable stock exchange requirement or legal process to disclose this Letter or its terms, including, without limitation, the Fee Reduction agreement, the Company (or the Successor) may do so without the consent of the Representative, so long as it provides the Representative with a reasonable opportunity to review and comment on such Underwriter may have under this Agreementdisclosure prior to its filing, publication or dissemination and the Company (or the Successor) considers in good faith any reasonable comments provided by the Representative with respect to such disclosure. 2. Section 3.16 of the Underwriting Agreement is hereby deleted in its entirety and replaced with the following:

Deferred Underwriting Commission. The Representative agrees Representatives agree that 4.5up to 4.0% of the gross proceeds from the sale of the Firm Units (or up to $9,000,0003,000,000) and 6.5up to 4.0% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 450,000), if any (collectively, the “Deferred Underwriting Commission”) ), will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative Underwriters for its their own account accounts upon consummation the occurrence of the Company’s initial Business CombinationSpecified Event. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative Representatives with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the RepresentativeRepresentatives. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, each Representative on behalf of itself and the Representative Underwriters agrees that: (i) the Underwriters it shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public Shareholders. The Representative Representatives shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative Representatives on behalf of the Underwriters. Any amounts paid in Each Representative on behalf of itself and the Underwriters further agrees that the Deferred Underwriting Commission will be fully earned by based on and paid out of funds available in the Trust Account after payments made out of Trust Account to honor redemption rights of the Public Shareholders. For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully satisfied upon the payment of the purchase price for the Units Public Securities purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Closing Date or Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, Closing Date without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing Specified Event and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination ClosingSpecified Event. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. The Representative agrees that 4.55.0% of the gross proceeds from the sale of the Firm Units ($9,000,00011,000,000) and 6.57.0% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 2,310,000), if any (collectively, the “Deferred Underwriting Commission”) ), will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account upon consummation the occurrence of the Company’s initial Business CombinationCombination Closing. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative on behalf of itself and the Underwriters agrees that: (i) the Underwriters they shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public Shareholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully earned by each Underwriter satisfied upon the payment of the purchase price for the Units Public Securities purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Closing Date or Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, Closing Date without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees and the Representative agree to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. The Representative agrees that 4.55% of the gross proceeds from the sale of the Firm Units ($9,000,00012,500,000) and 6.57.0% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 2,625,000), if any (collectively, the “Deferred Underwriting Commission”) ), will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account upon consummation of the Company’s initial Business Combination. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative agrees that: (i) the Underwriters it shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public ShareholdersStockholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. The Representative agrees that 4.55.0% of the gross proceeds from the sale of the Firm Units ($9,000,00010,000,000) and 6.55.0% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 1,500,000), if any (collectively, the “Deferred Underwriting Commission”) ), will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account upon consummation of the Company’s initial Business Combination. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative agrees that: (i) the Underwriters it shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public ShareholdersStockholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. The Representative agrees that 4.5% Chardan shall also be entitled to receive three and a half percent (3.5%) of the gross proceeds from the sale of the Firm Units (up to $9,000,0001,750,000) and 6.5% three and a half percent (3.5%) of the gross proceeds from the sale of the Option Units (or up to $1,950,0002,012,500 in total to the extent the Over-allotment Option is exercised) as a deferred underwriting commission (collectively, the “Deferred Underwriting Commission”) will ). At the option of Chardan, the Deferred Underwriting Commission shall be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account Chardan upon consummation of the Company’s initial a Business Combination. The Trust Agreement shall provide that For the trustee is required to obtain a joint written instruction signed by both the Company avoidance of doubt, only Chardan and the Representative with respect to the transfer none of the funds held in the Trust Account, including the payment of other Underwriters shall be entitled to receive the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the RepresentativeCommission. In the event that the Company is unable to consummate a Business Combination and CSTAmerican Stock Transfer & Trust Company, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative Chardan agrees that: (i) the Underwriters Chardan shall forfeit any rights have no right or claims claim to receive the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public Shareholderspublic shareholders. The Representative shall have the right to agree to any further modifications to the Any Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission Commissions will be fully earned by each Underwriter the Representative upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering Underwriters at the Closing (including or, with respect to Deferred Underwriting Commissions related to the Option Units, the payment of the purchase price of for those Option Units at any Option UnitsClosing) and will be paid only to the Representative if and when the Company consummates its a Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, Combination without any further conditions. Notwithstanding anything Chardan may waive its right to receive the contrary Deferred Underwriting Commission by notifying the Company in this Agreement, each Underwriter may writing at any time prior to the consummation of a Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting CommissionCombination, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall will be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreementcancelled.

Deferred Underwriting Commission. The Representative agrees that 4.5(i) 4.0% of the gross proceeds from the sale of the Firm Units ($9,000,0007,000,000) and 6.54.0% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 1,050,000), if any (collectively, the “Deferred Underwriting Commission”) ), will be deposited and held in the Trust Account and up to which amount(s) shall be payable directly from the Trust Account, without accrued interest, to the Representative for its their own account and the account of the Underwriters upon the consummation of the Company’s initial Business CombinationCombination (such consummation, the “Specified Event”), subject, in each case, to the reductions provided for in this Section 1.3.1. The Trust Agreement shall provide that the trustee Trustee is required to obtain a joint written instruction signed by both the Company and acknowledged by the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more entities (the “Business Combination”), and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CSTOdyssey, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative Representative, on behalf of itself and the Underwriters, agrees that: that (i) the Underwriters it shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-pro rata basis among the Public Shareholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of itself and the Underwriters. Any amounts paid in Deferred Underwriting Commission will For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully earned by each Underwriter satisfied upon the payment of the purchase price for the Units Public Securities purchased by such Underwriter on the closing of this Offering (including payment Closing Date or Option Closing Date, and the Underwriters shall be entitled to their portion of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, Deferred Underwriting Commission without any further conditionsconditions except for those set forth above and below. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing Specified Event and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination ClosingSpecified Event. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement. The Representative, on behalf of itself and the Underwriters, further agrees that the Deferred Underwriting Commission will be based on, and paid out of, funds available in the Trust Account after payments made out of the Trust Account to honor redemption rights of the Public Shareholders. The Representative, on behalf of itself and the Underwriters, further agrees that the Deferred Underwriting Commission shall be decreased by $0.40 for every Ordinary Share for which a Public Shareholder exercises its redemption rights in connection with or prior to the Specified Event.

Deferred Underwriting Commission. The Representative agrees Underwriters agree that 4.55.0% of the gross proceeds from the sale of the Firm Units ($9,000,00010,000,000) and 6.55.0% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 1,500,000), if any (collectively, the “Deferred Underwriting Commission”) ), will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative Underwriters for its their own account upon consummation of the Company’s initial Business Combination. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative agrees Underwriters agree that: (i) the Underwriters they shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public ShareholdersStockholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. The Representative agrees that 4.53.5% of the gross proceeds from the sale of the Firm Units ($9,000,00010,500,000) and 6.53.5% of the gross proceeds from the sale of the Option Units (up to $1,950,0001,575,000) if any (collectively, the “Deferred Underwriting Commission”) ), will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account upon consummation of the Company’s initial Business Combination. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative agrees that: (i) the Underwriters it shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public ShareholdersStockholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. The Representative agrees Underwriters agree that 4.53.5% of the gross proceeds from the sale of the Firm Units ($9,000,00012,775,000) and 6.55.5% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 3,011,250), if any (collectively, the “Deferred Underwriting Commission”) ), will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative Underwriters for its their own account accounts upon consummation of the Company’s initial Business Combination. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative agrees Underwriters agree that: (i) the Underwriters they shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public ShareholdersStockholders. Notwithstanding anything to the contrary herein, up to 10% of the Deferred Underwriting Commission relating to the sale of the Firm Units may be paid at the sole discretion of the Company’s management to third parties not participating as Underwriters in this Offering (but who are members of the Financial Industry Regulatory Authority (“FINRA”)) that assist the Company in consummating its initial Business Combination; provided, however, that any such payment to a third party must be agreed upon prior to the execution of a definitive agreement in connection with the Company’s initial Business Combination. In the event that any such payment to a third party is not agreed upon prior to the execution of a definitive agreement in connection with the Company’s initial Business Combination, the Underwriters shall be entitled to the entire Deferred Underwriting Commission. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. 1.3.1 The Representative agrees Underwriters agree that 4.54.0% of the gross proceeds from the sale of the Firm Units ($9,000,00012,000,000) and 6.56.0% of the gross proceeds from the sale of the Option Units (up to $1,950,0002,700,000) (collectively, the “Deferred Underwriting Commission”) will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account upon consummation of the Company’s initial Business Combination. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative agrees that: (i) the Underwriters Representative shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public Shareholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. The Representative agrees Underwriters agree that 4.53.5% of the gross proceeds from the sale of the Firm Units ($9,000,00015,225,000) and 6.55.5% of the gross proceeds from the sale of the Option Units (up to $1,950,0003,588,750) (collectively, the “Deferred Underwriting Commission”) will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative Underwriters for its their own account accounts upon consummation of the Company’s initial Business Combination. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative agrees Underwriters agree that: (i) the Underwriters they shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public ShareholdersStockholders. Notwithstanding anything to the contrary herein, up to 10% of the Deferred Underwriting Commission relating to the sale of the Firm Units may be paid at the sole discretion of the Company’s management to third parties not participating as Underwriters in this Offering (but who are members of the Financial Industry Regulatory Authority (“FINRA”)) that assist the Company in consummating its initial Business Combination; provided, however, that any such payment to a third party must be agreed upon prior to the execution of a definitive agreement in connection with the Company’s initial Business Combination. In the event that any such payment to a third party is not agreed upon prior to the execution of a definitive agreement in connection with the Company’s initial Business Combination, the Underwriters shall be entitled to the entire Deferred Underwriting Commission. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. The Representative agrees Representatives agree that 4.5up to 4.0% of the gross proceeds from the sale of the Firm Units (or up to $9,000,0003,000,000) and 6.5up to 4.0% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 450,000), if any (collectively, the “Deferred Underwriting Commission”) ), will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative Underwriters for its their own account accounts upon consummation the occurrence of the Company’s initial Business CombinationSpecified Event. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative Representatives with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the RepresentativeRepresentatives. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, each Representative on behalf of itself and the Representative Underwriters agrees that: (i) the Underwriters it shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public Shareholders. The Representative Representatives shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative Representatives on behalf of the Underwriters. Any amounts paid in Each Representative on behalf of itself and the Underwriters further agrees that the Deferred Underwriting Commission will be fully earned by calculated on the basis of and paid out of funds available in the Trust Account after payments made out of Trust Account to honor redemption rights of the Public Shareholders. For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully satisfied upon the payment of the purchase price for the Units Public Securities purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Closing Date or Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, Closing Date without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing Specified Event and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination ClosingSpecified Event. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. The Representative agrees Underwriters agree that 4.53.5% of the gross proceeds from the sale of the Firm Units Shares ($9,000,0005,250,000) and 6.5% of the gross proceeds from the sale of the Option Units Shares (up to $1,950,000) 787,500), if any (collectively, the “Deferred Underwriting Commission”) ), will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account upon consummation of the Company’s initial Business Combination, provided that up to one-third of such amount may be re-allocated or paid by the Company to members of FINRA that assist the Company in consummating its Business Combination, in the Company’s sole discretion. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative agrees Underwriters agree that: (i) the Underwriters they shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; Commission; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public ShareholdersStockholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. The Representative agrees that 4.54.4% of the gross proceeds from the sale of the Firm Units ($9,000,00011,000,000) and 6.56.4% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 2,400,000), if any (collectively, the “Deferred Underwriting Commission”) ), will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account upon consummation the occurrence of the Company’s initial Business CombinationCombination Closing. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative Representative, on behalf of itself and the Underwriters, agrees that: (i) the Underwriters shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public Shareholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully earned by each Underwriter satisfied upon the payment of the purchase price for the Units Public Securities purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Closing Date or Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, Closing Date without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees and the Representative agree to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. The Representative agrees Underwriters agree that 4.55.0% of the gross proceeds from the sale of the Firm Units ($9,000,0007,500,000) and 6.55.0% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 1,125,000), if any (collectively, the “Deferred Underwriting Commission”) ), will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account upon consummation of the Company’s initial Business Combination. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative Representative, on behalf of itself and the other Underwriters, agrees that: (i) the Underwriters they shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public ShareholdersStockholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. The Representative agrees that 4.53.5% of the gross proceeds from the sale of the Firm Units ($9,000,0007,000,000) and 6.53.5% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 1,050,000), if any (collectively, the “Deferred Underwriting Commission”) ), will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative Underwriters for its their own account accounts upon consummation of the Company’s initial Business Combination. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative Representative, on behalf of the Underwriters, agrees that: (i) the Underwriters it shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public ShareholdersStockholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. The Representative agrees that 4.5% of the gross proceeds from the sale of the Firm Units ($9,000,00011,745,000) and 6.50% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 2,544,750), if any (collectively, the “Deferred Underwriting Commission”) ), will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account Underwriters upon consummation the occurrence of the Company’s initial Business CombinationCombination Closing. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative Representative, on behalf of itself and the Underwriters, agrees that: (i) the Underwriters shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public Shareholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully earned by each Underwriter satisfied upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Closing Date or Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, Closing Date without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees and the Representative agree to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. The Representative agrees that 4.53.5% of the gross proceeds from the sale of the Firm Units ($9,000,0002,100,000) and 6.5% of the gross proceeds from the sale of the Option Units (up to $1,950,000315,000) (collectively, the “Deferred Underwriting Commission”) will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative (on behalf of the Underwriters) for its their own account upon consummation of the Company’s initial Business Combination. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CSTCST&T, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative Representative, on behalf of itself and the Underwriters, agrees that: (i) the Underwriters shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public Shareholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully earned by each Underwriter satisfied upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Closing Date or Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, Closing Date without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the closing of the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees and the Representative agree to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a closing of the Business Combination ClosingCombination. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. The Representative agrees that 4.53.5% of the gross proceeds from the sale of the Firm Units ($9,000,0007,000,000) and 6.53.5% of the gross proceeds from the sale of the Option Units (up to $1,950,0001,050,000) (collectively, the “Deferred Underwriting Commission”) ), will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account upon consummation of the Company’s initial merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. ”) In the event that the Company is unable to consummate a Business Combination and CSTContinental, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative agrees that: (i) the Underwriters Representative shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public Shareholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission Representative, on behalf of itself and the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf Underwriters, further agrees that (i) 1.5% of the Underwriters. Any amounts paid in Gross Proceeds that is part of the Deferred Underwriting Commission will be proportionately reduced based on funds available in the Trust Account after payments made out of the Trust Account to honor redemption rights of the Public Shareholders, and (ii) 0.5% of the Gross Proceeds that is part of the Deferred Underwriting Commission may be allocated by the Company to third parties not participating in the IPO (but who are members of FINRA) that assist the Company in consummating the initial business combination. Any Deferred Underwriting Commissions shall be deemed fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter underwriter on the closing of this the Offering (including payment of the purchase price of any Option Units) and will be paid only if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. The Representative agrees that 4.5% Chardan shall also be entitled to receive three and a half percent (3.5%) of the gross proceeds from the sale of the Firm Units (up to $9,000,0002,100,000) and 6.5% three and a half percent (3.5%) of the gross proceeds from the sale of the Option Units (which would result in up to $1,950,0002,415,000 in deferred underwriting commission from the sale of the Firm Units and the Option Units, assuming the Over-allotment Option is exercised in full) as a deferred underwriting commission (collectively, the “Deferred Underwriting Commission”) will ). At the option of Chardan, the Deferred Underwriting Commission shall be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account Chardan upon consummation of the Company’s initial a Business Combination. The Trust Agreement shall provide that For the trustee is required to obtain a joint written instruction signed by both the Company avoidance of doubt, only Chardan and the Representative with respect to the transfer none of the funds held in the Trust Account, including the payment of other Underwriters shall be entitled to receive the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the RepresentativeCommission. In the event that the Company is unable to consummate a Business Combination and CSTAmerican Stock Transfer & Trust Company, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative Chardan agrees that: (i) the Underwriters Chardan shall forfeit any rights have no right or claims claim to receive the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public Shareholderspublic shareholders. The Representative shall have the right to agree to any further modifications to the Any Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission Commissions will be fully earned by each Underwriter the Representative upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering Underwriters at the Closing (including or, with respect to Deferred Underwriting Commissions related to the Option Units, the payment of the purchase price of for those Option Units at any Option UnitsClosing) and will be paid only to the Representative if and when the Company consummates its a Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, Combination without any further conditions. Notwithstanding anything Chardan may waive its right to receive the contrary Deferred Underwriting Commission by notifying the Company in this Agreement, each Underwriter may writing at any time prior to the consummation of a Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting CommissionCombination, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall will be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreementcancelled.

Deferred Underwriting Commission. The Representative agrees that 4.53.5% of the gross proceeds from the sale of the Firm Units ($9,000,00015,750,000) and 6.53.5% of the gross proceeds from the sale of the Option Units (up to $1,950,0002,362,500) if any (collectively, the “Deferred Underwriting Commission”) ), will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account upon consummation of the Company’s initial Business Combination. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative agrees that: (i) the Underwriters it shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public ShareholdersStockholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. The Representative agrees Underwriters agree that 4.53.5% of the gross proceeds from the sale of the Firm Units ($9,000,0006,125,000) and 6.5% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 918,750), if any (collectively, the “Deferred Underwriting Commission”) ), will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account upon consummation of the Company’s initial Business Combination, provided that up to one-third of such amount may be re-allocated or paid by the Company to members of FINRA that assist the Company in consummating its Business Combination, in the Company’s sole discretion. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative agrees Underwriters agree that: (i) the Underwriters they shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; Commission; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public ShareholdersStockholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. The Representative agrees Underwriters agree that 4.53.5% of the gross proceeds from the sale of the Firm Units ($9,000,0005,250,000) and 6.53.5% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 787,500), if any (collectively, the “Deferred Underwriting Commission”) ), will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative Underwriters for its their own account accounts upon consummation of the Company’s initial Business Combination. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative agrees Underwriters agree that: (i) the Underwriters they shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public ShareholdersStockholders. Notwithstanding anything to the contrary herein, up to 25% of the Deferred Underwriting Commission relating to the sale of the Firm Units and the Option Units may be paid at the sole discretion of the Company to third parties who are members of the Financial Industry Regulatory Authority (“FINRA”) that assist the Company in consummating its initial Business Combination. No less than 75% of the Deferred Underwriting Commission will be paid to the Representative for its own account. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

Deferred Underwriting Commission. The Representative agrees that 4.5(i) 4.0% of the gross proceeds from the sale of the Firm Units ($9,000,0007,000,000) and 6.54.0% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 1,050,000), if any (collectively, the “Deferred Underwriting Commission”) ), will be deposited and held in the Trust Account and up to which amount(s) shall be payable directly from the Trust Account, without accrued interest, to the Representative for its their own account and the account of the Underwriters upon the consummation of the Company’s initial Business CombinationCombination (such consummation, the “Specified Event”), subject, in each case, to the reductions provided for in this Section 1.3.1. The Trust Agreement shall provide that the trustee Trustee is required to obtain a joint written instruction signed by both the Company and acknowledged by the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more entities (the “Business Combination”), and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CSTOdyssey, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative Representative, on behalf of itself and the Underwriters, agrees that: that (i) the Underwriters it shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-pro rata basis among the Public Shareholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of itself and the Underwriters. Any amounts paid in Deferred Underwriting Commission will For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully earned by each Underwriter satisfied upon the payment of the purchase price for the Units Public Securities purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Closing Date or Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, Closing Date without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing Specified Event and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination ClosingSpecified Event. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement. The Representative, on behalf of itself and the Underwriters, further agrees that the Deferred Underwriting Commission will be based on and paid out of, funds available in the Trust Account after payments made out of the Trust Account to honor redemption rights of the Public Shareholders. The Representative, on behalf of itself and the Underwriters, further agrees that the Deferred Underwriting Commission shall be decreased by $0.40 for every Ordinary Share for which a Public Shareholder exercises its redemption rights in connection with or prior to the Specified Event.

Deferred Underwriting Commission. 1.3.1 The Representative agrees that 4.54.0% of the gross proceeds from the sale of the Firm Units ($9,000,00011,000,000) and 6.56.0% of the gross proceeds from the sale of the Option Units (up to $1,950,0002,475,000) (collectively, the “Deferred Underwriting Commission”) will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account upon consummation of the Company’s initial Business Combination. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative Representative, on behalf of itself and the other Underwriters, agrees that: (i) the Underwriters Representative shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public Shareholders. The Stockholders. 1.3.2 Notwithstanding the foregoing, the Representative shall have agrees that, upon consummation of the right to agree to any further modifications to initial Business Combination, Representative (upon receipt of the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications Commission) shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when reimburse the Company consummates its Business Combination, and for fees payable to the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any Company’s capital markets advisor for services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything or the Representative shall direct the Trustee to reduce the contrary in this Agreement, each Underwriter may at any time prior to Deferred Underwriting Commission by the Business Combination Closing amount of such fees and in its sole and absolute discretion, by written notice pay such fees directly to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission’s capital markets advisor, in which case an amount equal to the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence sum of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion one-half of the Deferred Underwriting Commission or from the sale of the Firm Units ($5,500,000) and one-third of the Deferred Underwriting Commission from the sale of the Option Units (up to any other right such Underwriter may have under this Agreement$825,000) (together, the “Deferred Capital Markets Advisor Payment”) and, upon instruction from the Company, Representative shall pay the Deferred Capital Markets Advisor Payment to the Company’s capital markets advisor on the Company’s behalf.

Deferred Underwriting Commission. The Representative agrees that 4.5% of the gross proceeds from the sale of the Firm Units an aggregate amount equal to Five Hundred Thousand U.S. Dollars ($9,000,000) and 6.5% of the gross proceeds from the sale of the Option Units (up to $1,950,000500,000) (collectively, the “Deferred Underwriting CommissionCash Portion”) will be deposited and held in the Trust Account and payable in cash directly from the Trust Account, without accrued interest, to the Representative for its own account upon consummation of the Company’s initial Business Combination. The Trust Agreement shall provide that Additionally, upon consummation of the trustee is required to obtain a joint written instruction signed by both the Company and Company’s initial Business Combination, as further described below, the Representative with respect will receive shares of common stock of the public company entity that survives the initial Business Combination, which stock is listed on the New York Stock Exchange or Nasdaq (the “Stock”), equivalent to the transfer greater of: (i) 500,000 shares of Stock, or (ii) the number of shares calculated by dividing (x) $5,000,000 by (y) the VWAP of the funds held Stock over the three (3) trading days immediately preceding the initial filing of the Resale Registration Statement (as defined below), provided that clause (y) shall not be less than $8.00. The Stock, collectively with the Cash Portion, shall be referred to herein as the “Deferred Underwriting Commission”. The Stock shall be delivered in book-entry form not later than five (5) business days following the Trust Accountinitial filing with the Commission of a registration statement for the registration, including under the payment Act, of the resale of the Stock (the “Resale Registration Statement”). The Stock shall be issued or transferred to the Representative on behalf of the Underwriters (or, at the option of the Representative, directly to each Underwriter). Any shares of Stock issued or transferred to the Underwriters in satisfaction of the Stock portion of the Deferred Underwriting Commission from shall be free and clear of all liens, encumbrances and other restrictions on the Trust Accountpledge, prior to commencing any liquidation sale or other transfer of such shares of the assets of Stock, other than any restrictions that may arise due to applicable securities laws. The Company shall enter into an agreement with the Trust Account in connection Underwriters concurrently with the consummation of any the initial Business Combination, providing for customary registration rights with respect to the Stock, in form and such provision substance reasonably acceptable to the Underwriters (the “Registration Rights”). The Company shall as soon as practicable, but in no event later than forty-five (45) business days after the consummation of the Trust Agreement initial Business Combination, file the Resale Registration Statement with the Commission. The Company shall not be permitted use its commercially reasonable efforts to be amended without cause the prior written consent same to become effective and to maintain the effectiveness of such Resale Registration Statement, and a current prospectus relating thereto, until the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee earlier of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative agrees that: (i) the date on which the Underwriters shall forfeit cease to hold any rights of such Stock or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) such Stock may be freely tradable under United States federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Deferred Underwriting CommissionAct (or any successor rule)) of the Company. If such Registration Rights are not granted, together or the Company does not comply in all material respects with all other amounts on deposit the obligation of to provide the Registration Rights, and fails to remedy such breach within thirty (30) days following receipt of notice of such breach from the Representative, the Company shall promptly pay to the Representative the entire value of the Stock as set forth herein (i.e., $5,000,000) in cash. CST&T, as trustee of the Trust Account, shall be distributed on a pro-rata basis among referred to herein as the Public Shareholders“Trustee”.” 2. The Company and the Representative shall have agree that any reference in the right Underwriting Agreement to agree to any further modifications to the amount owed for the Deferred Underwriting Commission on behalf that is inconsistent with the provisions of the Underwriters and any decisions relating to such modifications Amendment, shall be made exclusively by deemed amended, effective and conditioned upon the Representative on behalf consummation of the Underwriters. Any amounts paid in Deferred Underwriting Commission will Bolt Threads Transaction, to be fully earned by each Underwriter upon consistent with the payment provisions of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination ClosingAmendment. 3. For the avoidance of doubt, the Amendment contained in this Letter Agreement shall apply only in connection with the Bolt Threads Transaction and shall not apply in connection with any such election by an Underwriter Business Combination that may be contemplated or consummated between the Company and any party other than Bolt Threads. The terms of the Amendment shall be without prejudice interpreted, enforced, governed by and construed in a manner consistent with the provisions of the Underwriting Agreement. Except as expressly provided in the Amendment, all of the terms and provisions in the Underwriting Agreement are and shall remain in full force and effect, on the terms and subject to any right the conditions set forth therein. The Amendment does not constitute, directly or claim by implication, an amendment, modification or waiver of any other Underwriter to its respective portion provision of the Deferred Underwriting Commission Agreement, or any other right, remedy, power or privilege of any party to the Underwriting Agreement, except as expressly set forth herein. Any reference to the Underwriting Agreement in the Underwriting Agreement or any other agreement, document, instrument or certificate entered into or issued in connection therewith shall hereinafter mean the Underwriting Agreement, as amended or modified by the Amendment (or as the Underwriting Agreement may be further amended or modified after the date hereof in accordance with the terms thereof). 4. The Representative xxxxxx agrees to execute and deliver customary certificates and/or letters to the Trustee as reasonably necessary to effectuate the intent of the Amendment. The Company and Bolt Threads hereby agree that the obligations of the Company pursuant to the Amendment shall be assumed promptly following the consummation of the initial Business Combination by the public company entity surviving the initial Business Combination, to the extent that such obligations do not transfer automatically upon such consummation. Upon the request of the Representative, the Company and Bolt Threads agree to execute, and to cause the public company entity that survives the initial Business Combination to execute, such other documents, instruments or agreements as may be necessary to effectuate the agreements set forth herein. 5. In addition to the Amendment, each of the Company and Bolt Threads further agrees, solely on its own behalf, that, in connection with the Bolt Threads Transaction, it will cause to be furnished to BTIG, on such dates as reasonably requested by BTIG, (i) certificates of both its Chief Executive Officer and Chief Financial Officer, substantially in the form attached hereto as Exhibit A, (ii) “comfort” letters from its auditors, and (iii) opinions and negative assurances statements from its external counsel (collectively, the Furnished Documents”), which Furnished Documents shall be in form and substance reasonably satisfactory to BTIG and dated on the date of effectiveness of the S-4 registration statement relating to the Bolt Threads Transaction and on the date of the Company’s stockholder meeting to approve the Bolt Threads Transaction, or on such other dates as reasonably requested by BTIG and its counsel. Each of the Company and Bolt Threads will also furnish to BTIG, or will cause to be furnished, any certificate of any of its officers, any “comfort” letters from its auditors, and any opinions and negative assurances statements from its external counsel that are provided to any other right party in connection with the Bolt Threads Transaction (collectively, the “Additional Furnished Documents”), on the date(s) on which such Underwriter may Additional Furnished Documents were provided to such other party. The Company agrees that, if the Company fails to provide to BTIG the Furnished Documents and the Additional Furnished Documents at the times specified in this Section 5, the Amendment shall be void and of no effect for all purposes. 6. The Parties agree that, if the Bolt Threads Transaction is terminated for any reason, this Letter Agreement shall be void and of no effect for all purposes. Please acknowledge your agreement and acceptance to the foregoing by signing below and returning it to the undersigned at your earliest convenience. Very truly yours, By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Chief Executive Officer By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Chief Executive Officer [ ], 2024 In connection with a proposed business combination (the “Business Combination”), [ ] (“SPAC”), [MERGER SUB] and [ ] (“the Company”) entered into a Business Combination Agreement, dated as of October 4, 2023. Certain information relating to SPAC and the Company was included in the Registration Statement (No. 333-[ ]) on Form S-4 filed by SPAC related to the Business Combination. Each of the undersigned does hereby certify to each of [ ] (“SPAC Counsel”), [ ] (“Target Counsel”), BTIG, LLC (“BTIG”) and Xxxxxxxx Xxxxxxxx & Schole LLP (“EGS”), on behalf of the Company in his capacity as an officer of the Company and not in his individual capacity, as of the date hereof: 1. The undersigned is the duly qualified and currently serving Chief Executive Officer or Chief Financial Officer of the [SPAC/Company]. 2. As of the date hereof, to my knowledge, (i) the Registration Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) no event has occurred as a result of which it is necessary to amend or supplement the Registration Statement in order to make the statements therein not untrue or misleading. 3. I have under this Agreementread the Registration Statement, including, without limitation, the financial statements, notes, and other information included therein (the “Disclosures”). 4. The Disclosures present fairly, in all material respects, the financial condition of the [SPAC/Company] and its results of operations for the periods presented in the Registration Statement, and nothing has come to my attention which would cause me to believe that any material modifications should be made to such financial statements for them to be in conformity with generally accepted accounting principles and the applicable accounting requirements of the Securities Exchange Act of 1934 and the related rules and regulations adopted by the SEC. 5. [I am familiar with the accounting, operations and records systems of the [SPAC/Company].] [To be provided from CFO] 6. Except as disclosed in the Registration Statement, no material claim, demand, charge, action, suit, litigation, audit, settlement, complaint, stipulation, assessment or arbitration, or any material hearing, proceeding or investigation, by any person or any federal, state, local, foreign or other governmental, quasi-governmental or administrative body, instrumentality, department or agency or any court, tribunal, administrative hearing body, arbitration panel, commission, or other similar dispute-resolving panel or body, has been made or is pending, or to the [SPAC’s/Company’s] knowledge, threatened against the [SPAC/Company]. 7. [For SPAC only (as registrant; to be updated if co-registrants): No stop order suspending the effectiveness of the Registration Statement has been issued; and no proceedings or examination for that purpose have been instituted or, to the knowledge of the undersigned, threatened].