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 ($11,250,000) and 6.5% of the gross proceeds from the sale of the Option Units (up to $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 the occurrence of the Business Combination 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 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. 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 Public Securities purchased by such Underwriter on the Closing Date or Option 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 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 4.53.5% of the gross proceeds from the sale of the Firm Units ($11,250,0003,500,000) and 6.5% of the gross proceeds from the sale of the Option Units (up to $2,437,500525,000), 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 the occurrence consummation of the Business Combination 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 Company’s initial 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 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. 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 Public Securities purchased by such Underwriter on the Closing Date or Option 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 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 4.53.75% of the gross proceeds from the sale of 20,000,000 of the Firm Units ($11,250,0007,500,000) and 6.53.75% of the gross proceeds from the sale of the Option Units (up to $2,437,500), if any 1,125,000) (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 the occurrence consummation of the Business Combination 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 Company’s initial 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, on behalf of itself and the Underwriters, 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 will be made exclusively fully earned by the Representative on behalf of the Underwriters. 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 Public Securities Units purchased by such Underwriter underwriter on the Closing Date or closing of the Offering (including payment of the purchase price of any Option Closing Date Units) and will be paid if and when the Company consummates its 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 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 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 Underwriters agree that 4.53.5% of the gross proceeds from the sale of the Firm Units ($11,250,0005,250,000) and 6.5% of the gross proceeds from the sale of the Option Units (up to $2,437,500787,500), 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 the occurrence consummation of the Business Combination 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 Company’s initial 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 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. 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 Public Securities purchased by such Underwriter on the Closing Date or Option 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 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 ($11,250,0008,000,000) and 6.56.0% of the gross proceeds from the sale of the Option Units (up to $2,437,5001,800,000), 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 the occurrence of the Business Combination 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 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. 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 Public Securities Units purchased by such Underwriter on the Closing Date or Option 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 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 ($11,250,0008,000,000) and 6.56.0% of the gross proceeds from the sale of the Option Units (up to $2,437,500), if any 1,800,000) (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 the occurrence consummation of the Company’s initial Business Combination ClosingCombination. 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, 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. For the avoidance of doubt, the obligations of Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter under this Agreement shall be fully satisfied upon the payment of the purchase price for the Public Securities Units purchased by such Underwriter on the Closing Date or closing of this Offering (including payment of the purchase price of any Option Closing Date 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 and the Representative agree 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 ($11,250,0009,900,000) and 6.5% of the gross proceeds from the sale of the Option Units (up to $2,437,5002,145,000), 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 the occurrence of the Business Combination 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 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. 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 Public Securities Units purchased by such Underwriter on the Closing Date or Option 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 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 ($11,250,0008,000,000) and 6.56.0% of the gross proceeds from the sale of the Option Units (up to $2,437,5001,800,000), 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 the occurrence of the Business Combination 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 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. 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 Public Securities Units purchased by such Underwriter on the Closing Date or Option 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 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 4.53.00% of the gross proceeds from the sale of the Firm Units ($11,250,0003,000,000) and 6.5% of the gross proceeds from the sale of the Option Units (up to $2,437,500), if any 450,000) (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 the occurrence of the Business Combination 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 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, 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. 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 Public Securities purchased by such Underwriter on the Closing Date or Option 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 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 AgreementStockholders.

Deferred Underwriting Commission. The Representative agrees Underwriters agree that 4.53.5% of the gross proceeds from the sale of the Firm Units ($11,250,0002,100,000) and 6.53.5% of the gross proceeds from the sale of the Option Units (up to $2,437,500), if any 315,000) (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 the occurrence consummation of the Business Combination ClosingCombination. 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, on behalf of itself and the Underwriters, 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. For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall Commissions will be fully satisfied earned by Chardan upon the payment of the purchase price for the Public Securities Units purchased by such Underwriter on Chardan at the Closing Date or (or, with respect to Deferred Underwriting Commissions related to the Option Closing Date Units, the payment of the purchase price for those Option Units at any Option Closing) and will be paid if and when the Company consummates a Business 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 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 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 Representatives agree that 4.5(i) 4.0% of the gross proceeds from the sale of the Firm Units ($11,250,0006,000,000) and 6.56.0% of the gross proceeds from the sale of the Option Units (up to $2,437,5001,350,000), 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 and the account of the Underwriters upon the occurrence of the Business Combination ClosingSpecified 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, the each 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 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. 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 Public Securities purchased by such Underwriter on the Closing Date or Option 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 and the Representative agree 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 ($11,250,000) and 6.5% of the gross proceeds from the sale of the Option Units (up to $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 the occurrence of the Business Combination 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 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. 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 Public Securities Units purchased by such Underwriter on the Closing Date or Option 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 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 4.5% of the gross proceeds from the sale of the Firm Units ($11,250,0009,000,000) and 6.5% of the gross proceeds from the sale of the Option Units (up to $2,437,5001,950,000), 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 the occurrence of the Business Combination 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 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. 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 Public Securities Units purchased by such Underwriter on the Closing Date or Option 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 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 4.52.5% of the gross proceeds from the sale of the Firm Units ($11,250,0001,625,000) and 6.52.5% of the gross proceeds from the sale of the Option Units (up to $2,437,500), if any 243,750) (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 Underwriters for its their own account upon consummation of the occurrence Company’s Business Combination. In the event that a Business Combination is consummated, the amount of Deferred Underwriting Compensation paid to the Underwriters upon consummation of the Business Combination Closing. The Trust Agreement shall provide that be reduced by $0.25 for each share of Common Stock redeemed by the trustee is required to obtain a joint written instruction signed Company’s shareholders or otherwise repurchased by both the Company and in connection with the Representative with respect to the transfer Business Combination or a vote of the funds held in Company’s stockholders to extend the Trust Accountlife of the Company. Upon closing of the Business Combination, including each of the payment Underwriters shall receive a portion of the Deferred Underwriting Commission from proportional to the Trust Account, prior to commencing any liquidation number of the assets of the Trust Account in connection with the consummation of any Business Combination, and Firm Units purchased by such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the RepresentativeUnderwriter. 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, Underwriter agrees that: (i) the Underwriters shall hereby 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. 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 Public Securities purchased by such Underwriter on the Closing Date or Option 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 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 AgreementStockholders.

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 ($11,250,0008,750,000) and 6.53.5% of the gross proceeds from the sale of the Option Units (up to $2,437,500), if any 1,312,500) (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 the occurrence consummation of the Business Combination 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 Company’s initial 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, on behalf of itself and the Underwriters, 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 Commissions will be made exclusively fully earned by the Representative on behalf of the Underwriters. 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 Public Securities Units purchased by such Underwriter underwriter on the Closing Date or closing of the Offering (including payment of the purchase price of any Option Closing Date Units) and will be paid if and when the Company consummates its 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 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 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 4.54.4% of the gross proceeds from the sale of the Firm Units ($11,250,0008,800,000) and 6.56.4% of the gross proceeds from the sale of the Option Units (up to $2,437,5001,920,000), 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 the occurrence of the Business Combination 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 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. 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 Public Securities Units purchased by such Underwriter on the Closing Date or Option 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 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 4.53.5% of the gross proceeds from the sale of the Firm Units ($11,250,0006,125,000) and 6.5% of the gross proceeds from the sale of the Option Units (up to $2,437,500918,750), 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 the occurrence consummation of the Company’s initial Business Combination ClosingCombination, 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, on behalf of itself and the Underwriters, 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. 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 Public Securities purchased by such Underwriter on the Closing Date or Option 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 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 4.5% of the gross proceeds from the sale of the Firm Units ($11,250,0009,000,000) and 6.5% of the gross proceeds from the sale of the Option Units (up to $2,437,5001,950,000), 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 the occurrence of the Business Combination 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 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. 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 Public Securities Units purchased by such Underwriter on the Closing Date or Option 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 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 ($11,250,0007,000,000) and 6.53.5% of the gross proceeds from the sale of the Option Units (up to $2,437,500), if any 1,050,000) (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 the occurrence consummation of the Business Combination Closing. The Trust Agreement shall provide that Company’s initial merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (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, on behalf of itself and the Underwriters, 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 Representative, on behalf of itself and the right to agree to any Underwriters, further modifications to agrees that (i) 1.5% of the Gross Proceeds that is part of the Deferred Underwriting Commission will be proportionately reduced based on behalf funds available in the Trust Account after payments made out of the Underwriters Trust Account to honor redemption rights of the Public Shareholders, and any decisions relating (ii) 0.5% of the Gross Proceeds that is part of the Deferred Underwriting Commission may be allocated by the Company to such modifications 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 made exclusively deemed fully earned by the Representative on behalf of the Underwriters. 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 Public Securities Units purchased by such Underwriter underwriter on the Closing Date or closing of the Offering (including payment of the purchase price of any Option 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 Units) and in its sole will be paid only if and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case when the Company and the Representative agree to instruct the Trustee not to pay such Underwriter consummates 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% 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 $11,250,0002,100,000) 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 $2,437,500)2,415,000 in deferred underwriting commission from the sale of the Firm Units and the Option Units, if any assuming the Over-allotment Option is exercised in full) as a deferred underwriting commission (collectively, the “Deferred Underwriting Commission”). At the option of Chardan, will the Deferred Underwriting Commission shall be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to Chardan upon consummation of a Business Combination. For the Representative for its own account upon the occurrence avoidance of doubt, only Chardan and none of the Business Combination Closing. The Trust Agreement other Underwriters shall provide that the trustee is required be entitled 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 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, on behalf of itself and the Underwriters, 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 Commissions will be made exclusively fully earned by the Representative on behalf of the Underwriters. 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 Public Securities Units purchased by such Underwriter on the Underwriters at the Closing Date or (or, with respect to Deferred Underwriting Commissions related to the Option Closing Date Units, the payment of the purchase price for those Option Units at any Option Closing) and will be paid only to the Representative if and when the Company consummates a Business 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 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 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 Chardan agrees that 4.54.0% of the gross proceeds from the sale of the Firm Units ($11,250,0006,000,000) and 6.54.0% of the gross proceeds from the sale of the Option Units ($900,000 and, cumulatively with the gross proceeds from the sale of the Firm Units, up to $2,437,500), if any 6,900,000) (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 the occurrence consummation of the Company’s Business Combination ClosingCombination. The Trust Agreement shall provide Further, the Underwriters understand and agree 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 is due and payable only 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 RepresentativeChardan. In the event that the Company is unable to consummate a Business Combination and Continental Stock Transfer & Trust Company (“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, Chardan agrees that: (i) the Underwriters shall it hereby 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 Chardan agrees that of the Deferred Underwriting Commission on behalf Commission, up to $0.10 per unit, or up to $1,500,000 with respect to the Firm Units and up to $225,000 with respect to the Option Units (or $1,725,000 in the aggregate if the Option Units are sold in full), may be paid to third parties not participating in this Offering that assist the Company in consummating an initial Business Combination. The election to make such payments to third parties will be solely at the discretion of the Underwriters Company’s management team, and any decisions relating to such modifications shall third parties will be made exclusively selected by the Representative on behalf of the Underwriters. 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 Public Securities purchased by such Underwriter on the Closing Date or Option Closing Date without any further conditions. Notwithstanding anything to the contrary Company’s management team in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its their sole and absolute discretion, by written notice . If no election is made within two business days prior to the Companyconsummation of the initial Business Combination, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company and the Representative agree to instruct the Trustee not to pay such Underwriter its full 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 paid 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 AgreementChardan.

Deferred Underwriting Commission. The Representative agrees that 4.53.50% of the gross proceeds from the sale of the Firm Units ($11,250,0003,500,000) and 6.55.50% of the gross proceeds from the sale of the Option Units (up to $2,437,500), if any 825,000) (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 the occurrence of the Business Combination 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 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, 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. 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 Public Securities purchased by such Underwriter on the Closing Date or Option 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 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 AgreementStockholders.

Deferred Underwriting Commission. The Representative agrees Representatives agree that 4.54.0% of the gross proceeds from the sale of the Firm Units ($11,250,0006,000,000) and 6.54.0% of the gross proceeds from the sale of the Option Units (up to $2,437,500900,000), 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 occurrence of the Business Combination ClosingSpecified 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, the each Representative, on behalf of itself and the 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. 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 Public Securities purchased by such Underwriter on the Closing Date or Option 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 and the Representative agree 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 ($11,250,0006,000,000) and 6.54.0% of the gross proceeds from the sale of the Option Units (up to $2,437,500900,000), 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 occurrence of the Business Combination ClosingSpecified 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, the each Representative, on behalf of itself and the 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. 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 Public Securities purchased by such Underwriter on the Closing Date or Option 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 and the Representative agree 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 4.5% of the gross proceeds $5,700,000 from the sale of the Firm Units ($11,250,000) and 6.5% of the gross proceeds from the sale of the Option Units (up to $2,437,500), if any (collectively, the “Deferred Underwriting Commission”), will be deposited and ) held in the Trust Account and will be payable directly from the Trust Account, without accrued interest, to the Representative Cantor Fxxxxxxxxx for its own account upon the occurrence consummation of the Company’s initial Business Combination 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 (ii) $300,000 held in the Trust Account, including the payment of the Deferred Underwriting Commission Account will be payable directly from the Trust Account, prior without accrued interest, to commencing any liquidation Rxxx Capital Partners LLC upon consummation of the assets of Company’s initial Business Combination (the Trust Account in connection with “Rxxx Fee”). Upon the consummation of any Business Combinationthe Company’s initial business combination, and such provision of the Trust Agreement shall not be permitted Company will issue or transfer or cause to be amended without transferred to Cantor Fxxxxxxxxx 272,727 shares of Common Stock (“Deferred Fee Shares”), free and clear of all liens, encumbrances and other restrictions on the prior written consent pledge, sale or other transfer of the Representativesuch shares of Common Stock. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee issue such shares of Common Stock without any of the Trust Account foregoing restrictions, Cantor Fxxxxxxxxx (in this contexttogether with any of its affiliates or accounts over which it and/or its affiliates have discretionary authority, the “TrusteeCantor Parties”), commences liquidation ) may elect (in its sole discretion) to purchase shares of Common Stock in the open market from stockholders of the Trust Account as provided in Company who cancel their previously delivered notice of redemption after the Trust Agreementapplicable redemption deadline (“Purchased Shares”) and continue to hold such Purchased Shares through the closing of the Excelera Transaction, then the number of Deferred Fee Shares to be issued to Cantor Fxxxxxxxxx will be reduced by the number of shares of Common Stock so purchased and held by Cantor Parties. If Cantor Parties make any such purchases, the Representative, on behalf of itself and the Underwriters, agrees that: (i) the Underwriters Company shall forfeit any rights or claims pay cash to Cantor Fxxxxxxxxx in an amount equal 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. For the avoidance of doubt, the obligations aggregate amount of each Underwriter under this Agreement shall be fully satisfied upon the payment of Purchased Share multiplied by the purchase price paid by the Cantor Parties for the Public Securities purchased by such Underwriter on the Closing Date or Option Closing Date without any further conditions. Notwithstanding anything to the contrary Purchased Share; provided that 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 no event shall the Company 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.more than $10.05

Deferred Underwriting Commission. The Representative agrees that 4.55.0% of the gross proceeds from the sale of the Firm Units ($11,250,00011,000,000) and 6.57.0% of the gross proceeds from the sale of the Option Units (up to $2,437,5002,310,000), 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 the occurrence of the Business Combination 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, 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. 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 Public Securities purchased by such Underwriter on the Closing Date or Option 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 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 Representatives agree that 4.54.0% of the gross proceeds from the sale of the Firm Units ($11,250,0007,000,000) and 6.5% of the gross proceeds from the sale of the Option Units (up to $2,437,500), if any 1,050,000) (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 the occurrence consummation of the Company’s initial Business Combination Closingas 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, on behalf of itself and the Underwriters, 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. For the avoidance of doubt, the obligations of Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter under this Agreement shall be fully satisfied upon the payment of the purchase price for the Public Securities Units purchased by such Underwriter on the Closing Date or closing of this Offering (including payment of the purchase price of any Option Closing Date 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 and the Representative agree 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 4.5% 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 $11,250,0001,750,000) and 6.5% three and a half percent (3.5%) of the gross proceeds from the sale of the Option Units (or up to $2,437,500), if any 2,012,500 in total to the extent the Over-allotment Option is exercised) as a deferred underwriting commission (collectively, the “Deferred Underwriting Commission”). At the option of Chardan, will the Deferred Underwriting Commission shall be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to Chardan upon consummation of a Business Combination. For the Representative for its own account upon the occurrence avoidance of doubt, only Chardan and none of the Business Combination Closing. The Trust Agreement other Underwriters shall provide that the trustee is required be entitled 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 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, on behalf of itself and the Underwriters, 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 Commissions will be made exclusively fully earned by the Representative on behalf of the Underwriters. 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 Public Securities Units purchased by such Underwriter on the Underwriters at the Closing Date or (or, with respect to Deferred Underwriting Commissions related to the Option Closing Date Units, the payment of the purchase price for those Option Units at any Option Closing) and will be paid only to the Representative if and when the Company consummates a Business 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 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 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 4.53.50% of the gross proceeds from the sale of the Firm Units ($11,250,0003,500,000) and 6.55.50% of the gross proceeds from the sale of the Option Units (up to $2,437,500), if any 825,000) (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 the occurrence of the Business Combination 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 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, 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. 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 Public Securities purchased by such Underwriter on the Closing Date or Option 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 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 AgreementStockholders.

Deferred Underwriting Commission. 1.3.1 The Representative agrees that 4.54.0% of the gross proceeds from the sale of the Firm Units ($11,250,00012,000,000) and 6.56.0% of the gross proceeds from the sale of the Option Units (up to $2,437,500), if any 2,700,000) (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 the occurrence consummation of the Company’s initial Business Combination ClosingCombination. 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 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 agrees that, upon consummation of the initial Business Combination, Representative (upon receipt of the Deferred Underwriting Commission) shall reimburse the Company for fees payable to the Company’s capital markets advisor for services in connection with an initial Business Combination, or the Representative shall have direct the right Trustee to agree to any further modifications to reduce 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 amount of the Underwriters. 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 Public Securities purchased by such Underwriter on the Closing Date or Option 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 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 and the Representative agree 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 Underwriters agree that 4.53.5% of the gross proceeds from the sale of the Firm Units ($11,250,0002,100,000) and 6.53.5% of the gross proceeds from the sale of the Option Units (up to $2,437,500), if any 315,000) (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 the occurrence consummation of the Business Combination ClosingCombination. 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 is due and payable only 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 RepresentativeChardan. 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, on behalf of itself and the Underwriters, Underwriter agrees that: (i) the Underwriters shall hereby 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 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 will be made exclusively fully earned by the Representative on behalf of the Underwriters. 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 Public Securities Units purchased by such Underwriter on at the Closing Date or (or, with respect to Deferred Underwriting Commission related to the Option Closing Date Units, the payment of the purchase price for those Units at any Option Closing) and will be paid if and when the Company consummates a Business Combination without any further conditions. 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 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 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% of the gross proceeds from the sale of the Firm Units ($11,250,000) and 6.5% of the gross proceeds from the sale of the Option Units (up to $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 the occurrence consummation of the Company’s initial Business Combination ClosingCombination. 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, 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. For the avoidance of doubt, the obligations of Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter under this Agreement shall be fully satisfied upon the payment of the purchase price for the Public Securities Units purchased by such Underwriter on the Closing Date or closing of this Offering (including payment of the purchase price of any Option Closing Date 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 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 and the Representative agree 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 ($11,250,00011,000,000) and 6.56.0% of the gross proceeds from the sale of the Option Units (up to $2,437,500), if any 2,475,000) (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 the occurrence consummation of the Company’s initial Business Combination ClosingCombination. 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 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 agrees that, upon consummation of the initial Business Combination, Representative (upon receipt of the Deferred Underwriting Commission) shall reimburse the Company for fees payable to the Company’s capital markets advisor for services in connection with an initial Business Combination, or the Representative shall have direct the right Trustee to agree to any further modifications to reduce 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 amount of the Underwriters. 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 Public Securities purchased by such Underwriter on the Closing Date or Option 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 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 and the Representative agree 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 Representatives agree that 4.5up to 4.0% of the gross proceeds from the sale of the Firm Units (or up to $11,250,0003,000,000) and 6.5up to 4.0% of the gross proceeds from the sale of the Option Units (up to $2,437,500450,000), 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 the occurrence of the Business Combination ClosingSpecified 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, the Representative, each Representative on behalf of itself and the Underwriters, 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. 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 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 Public Securities purchased by such Underwriter on the Closing Date or Option 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 and the Representative agree 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 4.5up to 4.0% of the gross proceeds from the sale of the Firm Units (or up to $11,250,0003,000,000) and 6.5up to 4.0% of the gross proceeds from the sale of the Option Units (up to $2,437,500450,000), 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 the occurrence of the Business Combination ClosingSpecified 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, the Representative, each Representative on behalf of itself and the Underwriters, 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. Each Representative on behalf of itself and the Underwriters further agrees that the Deferred Underwriting Commission will be 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 Public Securities purchased by such Underwriter on the Closing Date or Option 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 and the Representative agree 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 4.5% of the gross proceeds from the sale of the Firm Units an aggregate amount equal to Five Hundred Thousand U.S. Dollars ($11,250,000500,000) and 6.5% of the gross proceeds from the sale of the Option Units (up to $2,437,500), if any (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 the occurrence consummation of the Company’s initial Business Combination ClosingCombination. Additionally, upon consummation of the Company’s initial Business Combination, as further described below, the Representative 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 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 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 Trust Agreement Stock, collectively with the Cash Portion, shall provide that be referred to herein as the trustee is required “Deferred Underwriting Commission”. The Stock shall be delivered in book-entry form not later than five (5) business days following the initial filing with the Commission of a registration statement for the registration, under the Act, of the resale of the Stock (the “Resale Registration Statement”). The Stock shall be issued or transferred to obtain a joint written instruction signed by both the Company and the Representative with respect 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 transfer Underwriters in satisfaction of the funds held in the Trust Account, including the payment 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, on behalf of itself and the Underwriters, 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 UnderwritersBolt Threads Transaction, to be consistent with the provisions of the Amendment. 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 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 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 the conditions set forth therein. The Amendment does not constitute, directly or by implication, an amendment, modification or waiver of any provision of the Underwriting 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 Underwriter under 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 party in connection with the Bolt Threads Transaction (collectively, the “Additional Furnished Documents”), on the date(s) on which such 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 fully satisfied upon the payment void and of the purchase price no effect for the Public Securities purchased by such Underwriter on the Closing Date or Option Closing Date without any further conditionsall purposes. Notwithstanding anything Please acknowledge your agreement and acceptance to the contrary in this 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, each Underwriter may at any time prior 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 Closing 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 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 his capacity as an officer of the Company and not in his individual capacity, as of the Representative agree 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 instruct my knowledge, (i) the Trustee Registration Statement does not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence contain any untrue statement of a Business Combination Closingmaterial 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. For I have read the avoidance of doubtRegistration Statement, any such election by an Underwriter shall be including, without prejudice to any right or claim of any limitation, the financial statements, notes, and other Underwriter to its respective portion information included therein (the “Disclosures”). 4. The Disclosures present fairly, in all material respects, the financial condition of the Deferred Underwriting Commission [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 any other right such Underwriter may 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 under this Agreementbeen instituted or, to the knowledge of the undersigned, threatened].

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 $11,250,0001,800,000) and 6.5% three percent (3.0%) of the gross proceeds from the sale of the Option Units (or up to $2,437,500), 2,070,000 in total if any the Over-allotment Option is exercised in full) as a deferred underwriting commission (collectively, the “Deferred Underwriting Commission”). At the option of Chardan, will the Deferred Underwriting Commission shall be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to Chardan upon consummation of a Business Combination. For the Representative for its own account upon the occurrence avoidance of doubt, only Chardan and none of the Business Combination Closing. The Trust Agreement other Underwriters shall provide that the trustee is required be entitled 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 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, on behalf of itself and the Underwriters, 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 Commissions will be made exclusively fully earned by the Representative on behalf of the Underwriters. 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 Public Securities Units purchased by such Underwriter on the Underwriters at the Closing Date or (or, with respect to Deferred Underwriting Commissions related to the Option Closing Date Units, the payment of the purchase price for those Option Units at any Option Closing) and will be paid only to the Representative if and when the Company consummates a Business 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 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 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 4.54.4% of the gross proceeds from the sale of the Firm Units ($11,250,00011,000,000) and 6.56.4% of the gross proceeds from the sale of the Option Units (up to $2,437,5002,400,000), 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 the occurrence of the Business Combination 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 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. 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 Public Securities purchased by such Underwriter on the Closing Date or Option 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 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 ($11,250,0007,350,000) and 6.53.5% of the gross proceeds from the sale of the Option Units (up to $2,437,500), if any 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 the occurrence consummation of the Business Combination Closing. The Trust Agreement shall provide that Company’s initial merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (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, on behalf of itself and the Underwriters, 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 Representative, on behalf of itself and the right to agree to any Underwriters, further modifications to agrees that (i) 1.5% of the Gross Proceeds that is part of the Deferred Underwriting Commission will be proportionately reduced based on behalf funds available in the Trust Account after payments made out of the Underwriters Trust Account to honor redemption rights of the Public Shareholders, and any decisions relating (ii) 0.5% of the Gross Proceeds that is part of the Deferred Underwriting Commission may be allocated by the Company to such modifications 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 made exclusively deemed fully earned by the Representative on behalf of the Underwriters. 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 Public Securities Units purchased by such Underwriter underwriter on the Closing Date or closing of the Offering (including payment of the purchase price of any Option 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 Units) and in its sole will be paid only if and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case when the Company and the Representative agree to instruct the Trustee not to pay such Underwriter consummates 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 ($11,250,000) and 6.5% of the gross proceeds from the sale of the Option Units (up to $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 the occurrence consummation of the Company’s initial Business Combination ClosingCombination. 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, 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. For the avoidance of doubt, the obligations of Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter under this Agreement shall be fully satisfied upon the payment of the purchase price for the Public Securities Units purchased by such Underwriter on the Closing Date or closing of this Offering (including payment of the purchase price of any Option Closing Date 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 and the Representative agree 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% of the gross proceeds from the sale of the Firm Units ($11,250,0004,500,000) and 6.5% of the gross proceeds from the sale of the Option Units (up to $2,437,500675,000), 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 the occurrence consummation of the Company’s initial Business Combination Closing(as defined below). The Deferred Underwriting Commission consists of (i) $2,250,000, or 1.5% of the gross proceeds from the sale of the Units (or up to $2,587,500 if the Over-allotment Option is exercised in full), which will be calculated on the basis of and paid out of funds available in the Trust Agreement shall provide Account after payments made out of Trust Account to honor redemption rights of the Public Shareholders and except in the case of Units sold to investors identified and referred or otherwise directly introduced by Black Spade Sponsor LLC II (the “Sponsor”) or the Company, provided that the trustee aggregate purchase price from such investors shall not exceed $50,000,000; and (ii) up to $2,250,000, or 1.5% of the gross proceeds of the Offering (or up to $2,587,500 if the Over-allotment Option is required exercised in full) which will be payable to obtain a joint written instruction signed by both the Company Underwriters at the Company’s 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 CST, as the trustee of the Trust Account (in this context, the “TrusteeCombination”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative, each Representative on behalf of itself and the Underwriters, Underwriters agrees that: (ix) the Underwriters it shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (iiy) 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. 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 Public Securities purchased by such Underwriter on the Closing Date or Option 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 any 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 and the Representative agree agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence consummation of a any 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. As used herein, the term “Business Combination” shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company with one or more businesses or assets as defined in the Company’s Memorandum and Articles of Association as the same may be amended from time to time.

Deferred Underwriting Commission. The Representative agrees Underwriters agree that 4.53.5% of the gross proceeds from the sale of the Firm Units ($11,250,00012,775,000) and 6.55.5% of the gross proceeds from the sale of the Option Units (up to $2,437,5003,011,250), 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 the occurrence consummation of the Business Combination 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 Company’s initial 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 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. 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 Public Securities purchased by such Underwriter on the Closing Date or Option 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 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 Chardan agrees that 4.54.0% of the gross proceeds from the sale of the Firm Units ($11,250,0006,000,000) and 6.54.0% of the gross proceeds from the sale of the Option Units ($900,000 and, cumulatively with the gross proceeds from the sale of the Firm Units, up to $2,437,500), if any 6,900,000) (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 occurrence of Company’s Business Combination. The Deferred Underwriting Commission shall be paid in cash and/or in kind pro rata with the cash and securities structured in the Business Combination Closingupon the initial closing of such transaction. The Trust Agreement shall provide that Further, the trustee is required to obtain a joint written instruction signed by both Underwriters and the Company understand and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of agree that the Deferred Underwriting Commission from the Trust Account, prior is due and payable only 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 RepresentativeChardan. In the event that the Company is unable to consummate a Business Combination and Continental Stock Transfer & Trust Company (“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, Chardan agrees that: (i) the Underwriters shall it hereby 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 Chardan agrees that of the Deferred Underwriting Commission on behalf Commission, up to $0.10 per unit, or up to $1,500,000 with respect to the Firm Units and up to $225,000 with respect to the Option Units (or $1,725,000 in the aggregate if the Option Units are sold in full), may be paid to third parties not participating in this Offering that assist the Company in consummating an initial Business Combination. The election to make such payments to third parties will be solely at the discretion of the Underwriters Company’s management team, and any decisions relating to such modifications shall third parties will be made exclusively selected by the Representative on behalf of the Underwriters. 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 Public Securities purchased by such Underwriter on the Closing Date or Option Closing Date without any further conditions. Notwithstanding anything to the contrary Company’s management team in this Agreement, each Underwriter may at any time prior to the Business Combination Closing and in its their sole and absolute discretion, by written notice . If no election is made within two business days prior to the Companyconsummation of the initial Business Combination, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company and the Representative agree to instruct the Trustee not to pay such Underwriter its full 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 paid 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 AgreementChardan.

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 ($11,250,0001,500,000) and 6.5% of the gross proceeds from the sale of the Option Units (up to $2,437,500), if any (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 the occurrence consummation of the Company’s initial Business Combination. In addition, upon the consummation of the Company’s initial Business Combination, the Company (or, if applicable, the successor public company in such Business Combination Closing. The Trust Agreement shall provide that (the trustee is required “Successor”)) will issue to obtain a joint written instruction signed by both 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, on behalf of itself and the Underwriters, 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 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. 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 Public Securities purchased by such Underwriter on the Closing Date or Option 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 and the Representative agree that any reference in the Underwriting Agreement to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence amount or type 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 consideration owed for the Deferred Underwriting Commission or that is inconsistent with the provisions of Section 1.3, as amended by this Paragraph 1, shall be deemed amended, effective as of the date of this Letter, to any other right such Underwriter may have under be consistent with the provisions of Section 1.3, as amended by this AgreementParagraph 1.

Deferred Underwriting Commission. The Representative agrees that 4.53.5% of the gross proceeds from the sale of the Firm Units ($11,250,0002,100,000) and 6.5% of the gross proceeds from the sale of the Option Units (up to $2,437,500), if any 315,000) (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 the occurrence consummation of the Company’s initial Business Combination ClosingCombination. 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, 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. 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 Public Securities Units purchased by such Underwriter on the Closing Date or Option 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 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 Underwriters agree that 4.53.5% of the gross proceeds from the sale of the Firm Units ($11,250,00010,675,000) and 6.55.5% of the gross proceeds from the sale of the Option Units (up to $2,437,5002,516,250), 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 the occurrence consummation of the Business Combination 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 Company’s initial 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 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. 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 Public Securities purchased by such Underwriter on the Closing Date or Option 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 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 ($11,250,0007,000,000) and 6.53.5% of the gross proceeds from the sale of the Option Units (up to $2,437,500), if any 1,050,000) (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 the occurrence consummation of the Business Combination 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 Company’s initial 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, on behalf of itself and the Underwriters, 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 will be made exclusively fully earned by the Representative on behalf of the Underwriters. 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 Public Securities Units purchased by such Underwriter underwriter on the Closing Date or closing of the Offering (including payment of the purchase price of any Option Closing Date Units) and will be paid if and when the Company consummates its 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 and in consummating 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 AgreementCombination.

Deferred Underwriting Commission. The Representative agrees Underwriters agree that 4.53.5% of the gross proceeds from the sale of the Firm Units ($11,250,0005,250,000) and 6.53.5% of the gross proceeds from the sale of the Option Units (up to $2,437,500787,500), 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 the occurrence consummation of the Business Combination 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 Company’s initial 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 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. 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 Public Securities purchased by such Underwriter on the Closing Date or Option 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 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 Representatives agree that 4.5(i) 4.0% of the gross proceeds from the sale of the Firm Units ($11,250,0006,000,000) and 6.54.0% of the gross proceeds from the sale of the Option Units (up to $2,437,500900,000), 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 and the account of the Underwriters upon the occurrence of the Business Combination ClosingSpecified 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, the each 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 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. 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 Public Securities purchased by such Underwriter on the Closing Date or Option 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 and the Representative agree 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 Underwriters agree that 4.53% of the gross proceeds from the sale of the Firm Units ($11,250,0004,500,000) and 6.5% of the gross proceeds from the sale of the Option Units (up to $2,437,500675,000), 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 the occurrence consummation of the Company’s initial Business Combination Closing(as defined below). The Deferred Underwriting Commission consists of (i) $2,250,000, or 1.5% of the gross proceeds from the sale of the Units (or up to $2,587,500 if the Over-allotment Option is exercised in full), which will be calculated on the basis of and paid out of funds available in the Trust Agreement shall provide Account after payments made out of Trust Account to honor redemption rights of the Public Shareholders and except in the case of Units sold to investors identified and referred or otherwise directly introduced by Black Spade Sponsor LLC II (the “Sponsor”) or the Company, provided that the trustee aggregate purchase price from such investors shall not exceed $50,000,000; and (ii) up to $2,250,000, or 1.5% of the gross proceeds of the Offering (or up to $2,587,500 if the Over-allotment Option is required exercised in full) which will be payable to obtain a joint written instruction signed by both the Company Underwriters at the Company’s and the Representative Sponsor’s sole discretion, including with respect to the transfer amounts to be paid, if any, to the Representatives. The parties agree, solely for the purpose of the funds held in the Trust Account, including the payment of determining the Deferred Underwriting Commission on the Firm Units, that the aggregate purchase price from investors identified and referred or otherwise directly introduced by 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 RepresentativeSponsor is $19,200,000. 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 “TrusteeCombination”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative, each Representative on behalf of itself and the Underwriters, Underwriters agrees that: (ix) the Underwriters it shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (iiy) 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. 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 Public Securities purchased by such Underwriter on the Closing Date or Option 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 any 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 and the Representative agree agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence consummation of a any 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. As used herein, the term “Business Combination” shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company with one or more businesses or assets as defined in the Company’s Memorandum and Articles of Association as the same may be amended from time to time.

Deferred Underwriting Commission. The Representative agrees that 4.55.0% of the gross proceeds from the sale of the Firm Units ($11,250,00010,000,000) and 6.57.0% of the gross proceeds from the sale of the Option Units (up to $2,437,5002,100,000), 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 the occurrence of the Business Combination 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, 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. 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 Public Securities purchased by such Underwriter on the Closing Date or Option 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 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 4.53.5% of the gross proceeds from the sale of the Firm Units ($11,250,00015,225,000) and 6.55.5% of the gross proceeds from the sale of the Option Units (up to $2,437,500), if any 3,588,750) (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 the occurrence consummation of the Business Combination 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 Company’s initial 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 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. 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 Public Securities purchased by such Underwriter on the Closing Date or Option 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 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 4.5% of the gross proceeds from the sale of the Firm Units ($11,250,00011,745,000) and 6.50% of the gross proceeds from the sale of the Option Units (up to $2,437,5002,544,750), 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 the occurrence of the Business Combination 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 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. 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 Public Securities Units purchased by such Underwriter on the Closing Date or Option 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 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.