Common use of Fee on Business Combination Clause in Contracts

Fee on Business Combination. The Representative agrees that three percent (3%) of the gross proceeds from the sale of the Firm Units ($960,000) (an additional $144,000 if the over-allotment option is exercised in full) (the “Contingent Discount”) will be deposited in and held in the Trust Fund. Upon consummation of a Business Combination, the Company and the Underwriters further agree that in addition to the expenses payable pursuant to Sections 3.13.1 and 3.13.2, the Company will pay to the Representative an additional underwriting commission equal to three percent (3%) of the gross proceeds received by the Company from the sale of the Firm Units and in each case in respect to any IPO Shares (defined in Section 7.6) which are not redeemed pursuant to Section 7.6 hereof. The Representative agrees that the Representative shall forfeit any rights or claims to the Contingent Discount in respect of any IPO Shares that are redeemed pursuant to Section 7.6 hereof. In addition, in the event that the Company is unable to consummate a Business Combination and Continental Stock Transfer & Trust Company (“Continental”), the trustee of the Trust Fund, commences liquidation of the Trust Fund as provided in the Trust Agreement, the Representative agrees that (i) the Representative shall forfeit any rights or claims to the Contingent Discount; and (ii) the Contingent Discount, together with all other amounts on deposit in the Trust Fund, and any accrued interest thereon (net of taxes payable), shall be distributed on a pro-rata basis among the holders of the shares of Common Stock included in the Units sold in the Offering. In addition, the Representative shall receive 36,000 shares of Common Stock of the Company upon the consummation of a Business Combination (the “Contingent Shares”).

Fee on Business Combination. The Representative agrees that three two percent (32%) of the gross proceeds from the sale of the Firm Units ($960,000500,000) (an additional $144,000 75,000 if the over-allotment option is exercised in full) (the “Contingent Discount”"CONTINGENT DISCOUNT") will be deposited in and held in the Trust Fund. Upon consummation of a Business Combination, the Company and the Underwriters further agree that in addition to the expenses payable pursuant to Sections 3.13.1 and 3.13.2, the Company will pay to the Representative an additional underwriting commission equal to three two percent (32%) of the gross proceeds received by the Company from the sale of the Firm Units Units, and (ii) two percent (2%) of the gross proceeds received by the Company from the sale of the Option Units, if any, in each case in respect to any IPO Shares (defined in Section 7.6) which are not redeemed pursuant to Section 7.6 hereof. The Representative agrees that the Representative shall forfeit any rights or claims to the Contingent Discount in respect of any IPO Shares that are redeemed pursuant to Section 7.6 hereof. In addition, in the event that the Company is unable to consummate a Business Combination and Continental American Stock Transfer & Trust Company (“Continental”"AST"), the trustee of the Trust Fund, commences liquidation of the Trust Fund as provided in the Trust Agreement, the Representative agrees that (i) the Representative shall forfeit any rights or claims to the Contingent Discount; and (ii) the Contingent Discount, together with all other amounts on deposit in the Trust Fund, and any accrued interest thereon (net of taxes payable), shall be distributed on a pro-rata basis among the holders of the shares of Common Stock included in the Units sold in the Offering. In addition, the Representative shall receive 36,000 shares of Common Stock of the Company upon the consummation of a Business Combination (the “Contingent Shares”).

Fee on Business Combination. The Representative agrees that three percent (3%) of the gross proceeds from the sale of the Firm Units ($960,000750,000) and three percent (3%) of the gross proceeds from the sale of any Option Units (an additional $144,000 112,500 if the over-allotment option is exercised in full) (the “Contingent Deferred Discount”) will be deposited in and held in the Trust Fund. Upon consummation of a Business Combination, the Company and the Underwriters further agree that in addition to the expenses payable pursuant to Sections 3.13.1 and 3.13.2, the Company will pay to the Representative an additional underwriting commission equal to three percent (3%) of the gross proceeds received by the Company from the sale of the Firm Units and Deferred Discount, or $0.24 per share, in each case in respect to any IPO Shares (defined in Section 7.6) which are not redeemed pursuant to Section 7.6 hereof. The Representative agrees that the Representative shall forfeit any rights or claims to the Contingent Discount Deferred Discount, or $0.24 per share, in respect of any IPO Shares that are redeemed pursuant to Section 7.6 hereof. In addition, in the event that the Company is unable to consummate a Business Combination and Continental American Stock Transfer & Trust Company (“ContinentalAST”), the trustee of the Trust Fund, commences liquidation of the Trust Fund as provided in the Trust Agreement, the Representative agrees that (i) the Representative shall forfeit any rights or claims to the Contingent Deferred Discount; and (ii) the Contingent Deferred Discount, together with all other amounts on deposit in the Trust Fund, and any accrued interest thereon (net of taxes payable), shall be distributed on a pro-rata basis among the holders of the shares of Common Stock included in the Units sold in the Offering. In addition, the Representative shall receive 36,000 shares of Common Stock of the Company upon the consummation of a Business Combination (the “Contingent Shares”).

Fee on Business Combination. The Representative agrees that three percent (3%) of the gross proceeds from the sale of the Firm Units ($960,0001,080,000,000) (an additional $144,000 162,000 if the over-allotment option is exercised in full) (the “Contingent Discount”) will be deposited in and held in the Trust Fund. Upon consummation of a Business Combination, the Company and the Underwriters further agree that in addition to the expenses payable pursuant to Sections 3.13.1 and 3.13.2, the Company will pay to the Representative an additional underwriting commission equal to three percent (3%) of the gross proceeds received by the Company from the sale of the Firm Units and in each case in respect to any IPO Shares (defined in Section 7.6) which are not redeemed pursuant to Section 7.6 hereof. The Representative agrees that the Representative shall forfeit any rights or claims to the Contingent Discount in respect of any IPO Shares that are redeemed pursuant to Section 7.6 hereof. In addition, in the event that the Company is unable to consummate a Business Combination and Continental Stock Transfer & Trust Company (“Continental”), the trustee of the Trust Fund, commences liquidation of the Trust Fund as provided in the Trust Agreement, the Representative agrees that (i) the Representative shall forfeit any rights or claims to the Contingent Discount; and (ii) the Contingent Discount, together with all other amounts on deposit in the Trust Fund, and any accrued interest thereon (net of taxes payable), shall be distributed on a pro-rata basis among the holders of the shares of Common Stock included in the Units sold in the Offering. In addition, the Representative shall receive 36,000 shares of Common Stock of the Company upon the consummation of a Business Combination (the “Contingent Shares”).