Deferred Underwriting Commissions Clause Samples

Deferred Underwriting Commissions. The Representative agrees that 3.5% of the gross proceeds from the sale of the Firm Units ($3,850,000) and 3.5% of the gross proceeds from the sale of the Option Units (up to $577,500) (the “Deferred Underwriting Commissions”) will be deposited in and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account upon consummation of the Business Combination. In the event that the Company is unable to consummate a Business Combination and Continental 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 agrees that: (i) it hereby forfeits any rights or claims to the Deferred Underwriting Commissions; and (ii) the Deferred Underwriting Commissions, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the public stockholders.