Common use of Insider Shares Clause in Contracts

Insider Shares. In July 2020, 10,000 Ordinary Shares were issued to the initial subscriber of the Company. In November 2020, the initial subscriber transferred the 10,000 Ordinary Shares it held to HHG Investment Fund SPC – HHG Capital Fund SP (“HHG Fund”), and the Company further issued 1,240,000 Ordinary Shares to HHG Fund and Forever Happiness Limited (“FHL”). In February 2021, the Company further allotted 187,500 Ordinary Shares to HHG Fund, resulting in an aggregate of 1,437,500 Ordinary Shares outstanding (the “Insider Shares”). In May 2021, HHG, FHL and all other shareholders transferred an aggregate of 1,437,500 Insider Shares to Expert Capital Investments Limited, who in turn transferred all 1,437,500 Insider Shares to the Sponsor in June 2021. At the end of June 2021, the Sponsor transferred an aggregate of 255,000 of the Insider Shares to the directors of the Company. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Insider Shares. Except as described in the Registration Statement, none of the Insider Shares may be sold, assigned or transferred by the initial shareholders until (i) the earlier of 150 calendar days after the date of the consummation of the Company’s initial Business Combination and the date on which the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination or (ii) the one-year anniversary of the date of the consummation of the Company’s initial Business Combination, or earlier, in either case, if, subsequent to the Company’s initial Business Combination, the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of its public stockholders having the right to exchange their Ordinary Shares for cash, securities or other property. The Insider Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined in Section 2.21.1 herein). The holders of Insider Shares shall have no right to any liquidating distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a Business Combination. The holders of the Insider Shares shall not have redemption rights with respect to the Insider Shares. In the event that the Over-allotment Option is not exercised in full, the initial shareholders will be required to forfeit such number of Insider Shares (up to 187,500 Insider Shares) such that the Insider Shares then outstanding will comprise 20.0% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below) or any Representative’s Securities (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Insider Shares. In July 2020On May 21, 10,000 Ordinary Shares were issued to the initial subscriber of the Company. In November 2020, the initial subscriber transferred the 10,000 Ordinary Shares it held to HHG Investment Fund SPC – HHG Capital Fund SP (“HHG Fund”), and the Company further issued 1,240,000 Ordinary Shares to HHG Fund and Forever Happiness Limited (“FHL”). In February 2021, the Company further allotted 187,500 Ordinary issued 8,625,000 shares of its Class B common stock, par value $0.0001 per share (“Class B Shares”), to BurTech LP LLC, the Company’s sponsor (the “Sponsor”) for an aggregate purchase price of $25,000. On September 24, 2021, the Company issued 862,500 Class B Shares to HHG Fundthe Sponsor (also referred to as the “Initial Shareholder”) in connection with a 1.1 stock split, resulting in an aggregate of 1,437,500 Ordinary 9,487,500 Class B Shares issued and outstanding and held by the Initial Shareholder (the “Insider Shares”). In May 2021, HHG, FHL and all other shareholders transferred an aggregate of 1,437,500 Insider Shares to Expert Capital Investments Limited, who in turn transferred all 1,437,500 Insider Shares to the Sponsor in June 2021. At the end of June 2021, the Sponsor transferred an aggregate of 255,000 of the Insider Shares to the directors of the Company. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Insider Shares. Except as described in the Registration Statement, none of the Insider Shares may be sold, assigned or transferred by the initial shareholders Initial Shareholder until (i) the earlier of 150 calendar days 6 months after the date of the consummation of the Company’s initial Business Combination and (ii) the date on which the closing Company completes a liquidation, merger, stock exchange or other similar transaction after the Company’s initial Business Combination that results in all of its public stockholders having the right to exchange their Class A Shares for cash, securities or other property. Notwithstanding the foregoing, the converted shares of the Company’s Class A Shares may be sold, assigned or transferred by the Initial Shareholder if (x) subsequent to the Company’s Initial Business Combination, the last reported sale price of the Ordinary Company’s Class A Shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing or (y) the Company completes a transaction after the Company’s initial Business Combination or (ii) the one-year anniversary of the date of the consummation which results in all of the Company’s initial Business Combination, or earlier, in either case, if, subsequent to the Company’s initial Business Combination, the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of its public stockholders having the right to exchange their Ordinary Shares shares for cash, securities or other property. The Insider Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined in Section 2.21.1 herein). The holders of Insider Shares shall have no right to any liquidating distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a Business Combination. The holders of the Insider Shares shall not have redemption rights with respect to the Insider Shares. In the event that the Over-allotment Allotment Option is not exercised in full, the initial shareholders Sponsor will be required to forfeit such number of Insider Shares (up to 187,500 1,237,500 Insider Shares) such that the Insider Shares then outstanding will comprise 20.024% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below) or any Representative’s Securities (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Allotment Option.

Insider Shares. In July 2020On August 16, 10,000 Ordinary Shares were issued to the initial subscriber of the Company. In November 2020, the initial subscriber transferred the 10,000 Ordinary Shares it held to HHG Investment Fund SPC – HHG Capital Fund SP (“HHG Fund”), and the Company further issued 1,240,000 Ordinary Shares to HHG Fund and Forever Happiness Limited (“FHL”). In February 2021, the Company further allotted 187,500 issued 2,875,000 Class B Ordinary Shares , par value $0.0001 per share, to HHG FundEnergem LLC, resulting in the Company’s sponsor (the “Sponsor”) for an aggregate purchase price of 1,437,500 $25,000 (or approximately $0.009 per share). On September 7, 2021, the Sponsor transferred a total of 12,500 Class B Ordinary Shares outstanding among the Company’s chief financial officer and each of the Company’s three independent director nominees (such transferees, together with the Sponsor, the “Initial Shareholders”) at their original purchase price (the “Insider Shares”). In May 2021, HHG, FHL and all other shareholders transferred an aggregate of 1,437,500 Insider Shares ) pursuant to Expert Capital Investments Limited, who in turn transferred all 1,437,500 Insider Shares to the Sponsor in June 2021. At the end of June 2021, the Sponsor transferred an aggregate of 255,000 of the Insider Shares to the directors of the Companyexecuted securities assignment agreements. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Insider Shares. Except as described in the Registration Statement, none of the Insider Shares may be sold, assigned or transferred by the initial shareholders Initial Shareholders until (i) the earlier of 150 calendar days 6 months after the date of the consummation of the Company’s initial Business Combination and (ii) the date on which the closing Company completes a liquidation, merger, stock exchange or other similar transaction after the Company’s initial Business Combination that results in all of its public stockholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property. Notwithstanding the foregoing, the converted shares of the Company’s Class A Ordinary Shares may be sold, assigned or transferred by the Initial Shareholders if (x) the last reported sale price of the Company’s Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 calendar days after the Company’s initial Business Combination or (iiy) the one-year anniversary of the date of the consummation of Company completes a transaction after the Company’s initial Business Combination, or earlier, in either case, if, subsequent to the Company’s initial Business Combination, the Company completes a liquidation, merger, capital stock exchange or other similar transaction that Combination which results in all of its public the Company’s stockholders having the right to exchange their Ordinary Shares shares for cash, securities or other property. The Insider Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined in Section 2.21.1 herein). The holders of Insider Shares shall have no right to any liquidating distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a Business Combination. The holders of the Insider Shares shall not have redemption rights with respect to the Insider Shares. In the event that the Over-allotment Allotment Option is not exercised in full, the initial shareholders Sponsor will be required to forfeit such number of Insider Shares (up to 187,500 375,000 Insider Shares) such that the Insider Shares then outstanding will comprise 20.0% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below) or any Representative’s Securities (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Allotment Option.

Insider Shares. In July 2020, the Company issued 10,000 Ordinary Shares were issued to the its initial subscriber of the Companysubscriber. In November 2020, the Company’s initial subscriber transferred the its 10,000 Ordinary Shares it held to HHG Investment Fund SPC – HHG Capital Fund SP SP, the Company’s sponsor (the “HHG FundSponsor”), and the Company further issued to certain of its initial shareholders, including the Sponsor, 1,240,000 Ordinary Shares to HHG Fund and Forever Happiness Limited (“FHL”)Shares. In February 2021, the Company further allotted 187,500 Ordinary Shares to HHG Fundthe Sponsor, resulting in an aggregate of 1,437,500 Ordinary Shares outstanding to our initial shareholders (the “Insider Shares”). In May 2021, HHG, FHL and all other shareholders transferred for an aggregate purchase price of 1,437,500 Insider Shares to Expert Capital Investments Limited$25,020, who in turn transferred all 1,437,500 Insider Shares to the Sponsor in June 2021. At the end of June 2021, the Sponsor transferred an aggregate of 255,000 of the Insider Shares to the directors of the Companyor approximately $0.017 per share. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Insider Shares. Except as described in the Registration Statement, none of the Insider Shares may be sold, assigned or transferred by the initial shareholders until (i) the earlier of 150 calendar days after the date of the consummation of the Company’s initial Business Combination and the date on which the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination or (ii) the one-year anniversary of the date of the consummation of the Company’s initial Business Combination, or earlier, in either case, if, subsequent to the Company’s initial Business Combination, the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of its public stockholders having the right to exchange their Ordinary Shares for cash, securities or other property. The Insider Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined in Section 2.21.1 herein). The holders of Insider Shares shall have no right to any liquidating distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a Business Combination. The holders of the Insider Shares shall not have redemption rights with respect to the Insider Shares. In the event that the Over-allotment Option is not exercised in full, the initial shareholders will be required to forfeit such number of Insider Shares (up to 187,500 Insider Shares) such that the Insider Shares then outstanding will comprise 20.0% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below) or any Representative’s Securities (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.