Common use of Partial or No Exercise of the Over-allotment Option Clause in Contracts

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 1,125,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if any) will own an aggregate number of Shares, not including any shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock” and, together with the Class B Common Stock, the “Common Stock”), issuable upon exercise of any warrants or any shares of Class A Common Stock purchased by Subscriber in the IPO or in the aftermarket, equal to twenty percent (20%) of the issued and outstanding shares of Common Stock immediately following the IPO.

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the representative of the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 1,125,000 187,500 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including any shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock” and, together with the Class B Common Stock, the “Common Stock”), Shares issuable upon exercise of any warrants or any shares of Class A Common Stock purchased by Subscriber in the IPO or in the aftermarket, any Shares underlying units to be issued in a private placement at the time of the IPO or any Shares to be issued to the underwriters at the time of the IPO) equal to twenty percent (20%) % of the issued and outstanding shares of Common Stock immediately following the IPO.

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the representative of the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 1,125,000 468,750 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including any shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock” and, together with the Class B Common Stock, the “Common Stock”), Shares issuable upon exercise of any warrants or any shares of Class A Common Stock purchased by Subscriber in the IPO or in the aftermarket, any Shares underlying units to be issued in a private placement at the time of the IPO or any Shares to be issued to the underwriters at the time of the IPO) equal to twenty percent (20%) % of the issued and outstanding shares of Common Stock immediately following the IPO.

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 1,125,000 309,375 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including any shares placement warrants that are expected to be purchased at the closing of the Company’s Class A Common StockIPO, par value $0.0001 per share (the “Class A Common Stock” and, together with the Class B Common Stock, the “Common Stock”), Shares issuable upon exercise of any warrants or any shares of Class A Common Stock purchased by Subscriber in the IPO or in the aftermarket, aftermarket or any securities issued to the underwriters of the IPO) equal to twenty percent (20%) % of the issued and outstanding shares of Common Stock Shares immediately following the IPO.

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the representative of the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 1,125,000 392,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including any shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock” and, together with the Class B Common Stock, the “Common Stock”), Shares issuable upon exercise of any warrants or any shares of Class A Common Stock purchased by Subscriber in the IPO or in the aftermarket, any Shares underlying units to be issued in a private placement at the time of the IPO or any Shares to be issued to the underwriters at the time of the IPO) equal to twenty percent (20%) % of the issued and outstanding shares of Common Stock immediately following the IPO.

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 1,125,000 65,625 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including any shares placement warrants that are expected to be purchased at the closing of the Company’s Class A Common StockIPO, par value $0.0001 per share (the “Class A Common Stock” and, together with the Class B Common Stock, the “Common Stock”), Shares issuable upon exercise of any warrants or any shares of Class A Common Stock purchased by Subscriber in the IPO or in the aftermarket, aftermarket or any securities issued to the underwriters of the IPO) equal to twenty percent (20%) % of the issued and outstanding shares of Common Stock Shares immediately following the IPO.

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the representative(s) of the underwriters of the Company’s IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 1,125,000 750,000 Shares for the Subscriber) and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and any such transferees and all other initial stockholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including any shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock” and, together with the Class B Common Stock, the “Common Stock”), common stock issuable upon exercise of any warrants or any shares of Class A Common Stock common stock subscribed for and purchased by the Subscriber in the Company’s IPO or in the aftermarket, ) equal to twenty percent (20%) % of the issued and outstanding shares of Common Stock common stock of the Company immediately following the IPO.

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall automatically forfeit at the time such Over-allotment Option expires (or earlier if the underwriters of the IPO waive their ability to exercise such Over-allotment Option) any and all rights to such number of Shares (up to an aggregate of 1,125,000 2,812,500 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if anyany such transferees) will own an aggregate number of Shares, Shares equal to 20% of the issued and outstanding Common Stock immediately following the IPO (not including any shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock” and, together with the Class B Common Stock, the “Common Stock”), Stock issuable upon exercise of any warrants or underlying any shares of Class A Common Stock purchased by Subscriber units or warrants issued in the IPO or a private placement in the aftermarket, equal to twenty percent (20%) of the issued and outstanding shares of Common Stock immediately following connection with the IPO.

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall automatically forfeit at the time such Over-allotment Option expires (or earlier if the underwriters of the IPO waive their ability to exercise such Over-allotment Option) any and all rights to such number of Shares (up to an aggregate of 1,125,000 806,250 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the aggregate number of Shares owned by the Subscriber (and all other initial stockholders prior to the IPO, if anyany transferees) will own an aggregate number equal 20% of Shares, the issued and outstanding Common Stock immediately following the IPO (not including any shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock” and, together with the Class B Common Stock, the “Common Stock”), Stock issuable upon exercise of any warrants, underlying any units or warrants issued in a private placement in connection with the IPO or any shares of Class A Common Stock purchased by the Subscriber in the IPO or in the aftermarket, equal to twenty percent (20%) of the issued and outstanding shares of Common Stock immediately following the IPO).

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 1,125,000 468,750 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including any shares placement warrants that are expected to be purchased at the closing of the Company’s Class A Common StockIPO, par value $0.0001 per share (the “Class A Common Stock” and, together with the Class B Common Stock, the “Common Stock”), Shares issuable upon exercise of any warrants or any shares of Class A Common Stock purchased by Subscriber in the IPO or in the aftermarket, aftermarket or any securities issued to the underwriters of the IPO) equal to twenty percent (20%) % of the issued and outstanding shares of Common Stock Shares (excluding any Shares issued to the underwriter in the IPO) immediately following the IPO.

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall automatically forfeit at the time such Over-allotment Option expires (or earlier if the underwriters of the IPO waive their ability to exercise such Over-allotment Option) any and all rights to such number of Shares (up to an aggregate of 1,125,000 93,750 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the aggregate number of Shares owned by the Subscriber (and all other initial stockholders prior to the IPO, if anyany such transferees) will own an aggregate number equal 4% of Shares, the issued and outstanding Common Stock immediately following the IPO (not including any shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock” and, together with the Class B Common Stock, the “Common Stock”), Stock issuable upon exercise of any warrants or underlying any shares of Class A Common Stock purchased by Subscriber units or warrants issued in the IPO or a private placement in the aftermarket, equal to twenty percent (20%) of the issued and outstanding shares of Common Stock immediately following connection with the IPO).

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 1,125,000 937,500 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including any shares of the Company’s Class Series A Common Stock, par value $0.0001 per share common stock (the “Class A Common Stock” and, together collectively with the Class Series B Common Stockcommon stock, the “Common Stock”)) included in Units, issuable upon exercise of any warrants or any shares of Class Series A Common Stock common stock purchased by Subscriber in the IPO or in the aftermarket, ) equal to twenty percent (20%) % of the issued and outstanding shares of Common Stock immediately following the IPO.

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall automatically forfeit at the time such Over-allotment Option expires (or earlier if the underwriters of the IPO waive their ability to exercise such Over-allotment Option) any and all rights to such number of Shares (up to an aggregate of 1,125,000 375,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the aggregate number of Shares owned by the Subscriber (and all other initial stockholders prior to the IPO, if anyany such transferees) will own an aggregate number equal 16% of Shares, the issued and outstanding Common Stock immediately following the IPO (not including any shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock” and, together with the Class B Common Stock, the “Common Stock”), Stock issuable upon exercise of any warrants or underlying any shares of Class A Common Stock purchased by Subscriber units or warrants issued in the IPO or a private placement in the aftermarket, equal to twenty percent (20%) of the issued and outstanding shares of Common Stock immediately following connection with the IPO).

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 1,125,000 375,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if anyany such transferees) will own an aggregate number of Shares, Shares (not including any shares private placement shares, warrants, rights or units that may be purchased prior to or at the closing of the Company’s Class A Common StockIPO, par value $0.0001 per share (the “Class A Common Stock” and, together with the Class B Common Stock, the “Common Stock”), Shares issuable upon exercise of any warrants or rights or any shares of Class A Common Stock Ordinary Shares, warrants, rights or units purchased by Subscriber in the IPO or in the aftermarket, ) equal to twenty percent (20%) % of the issued and outstanding shares of Common Stock Ordinary Shares immediately following the IPOIPO (in each case, not including Class A Ordinary Shares issuable upon exercise of any warrants).

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 1,125,000 656,250 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including any shares placement warrants that are expected to be purchased at the closing of the Company’s Class A Common StockIPO, par value $0.0001 per share (the “Class A Common Stock” and, together with the Class B Common Stock, the “Common Stock”), Shares issuable upon exercise of any warrants or any shares of Class A Common Stock purchased by Subscriber in the IPO or in the aftermarket, aftermarket or any securities issued to the underwriters of the IPO) equal to twenty percent (20%) % of the issued and outstanding shares of Common Stock Shares immediately following the IPO.

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall automatically forfeit at the time such Over-allotment Option expires (or earlier if the underwriters of the IPO waive their ability to exercise such Over-allotment Option) any and all rights to such number of Shares (up to an aggregate of 1,125,000 750,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the aggregate number of Shares owned by the Subscriber (and all other initial stockholders prior to the IPO, if anyany such transferees) will own an aggregate number equal 20% of Shares, the issued and outstanding Common Stock immediately following the IPO (not including any shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock” and, together with the Class B Common Stock, the “Common Stock”), Stock issuable upon exercise of any warrants or underlying any shares of Class A Common Stock purchased by Subscriber units or warrants issued in the IPO or a private placement in the aftermarket, equal to twenty percent (20%) of the issued and outstanding shares of Common Stock immediately following connection with the IPO).

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the representative of the underwriters of the Company’s IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 1,125,000 192,188 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders shareholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including any shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock” and, together with the Class B Common Stock, the “Common Stock”), Shares issuable upon exercise of any warrants or any shares of Class A Common Stock purchased by Subscriber in the Company’s IPO or in the aftermarket, aftermarket but including common stock purchased separately by Subscriber in a subsequent private financing to close concurrently with the IPO) equal to twenty percent (20%) % of the issued and outstanding shares of Common Stock immediately following the IPO.

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the representative of the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Founder Shares (up to an aggregate of 1,125,000 28,929 Founder Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if any) will own an aggregate number of Shares, Founder Shares (not including any shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock” and, together with the Class B Common Stock, the “Common Stock”), Stock issuable upon exercise of any warrants or any shares of Class A Common Stock purchased by Subscriber in the IPO or in the aftermarket, any shares of Common Stock underlying units to be issued in a private placement at the time of the IPO or any shares of Common Stock to be issued to the underwriters at the time of the IPO) equal to twenty percent (20%) % of the issued and outstanding shares of Common Stock of the Company immediately following the IPO.

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (which, if the number of shares of the Company’s Class A common stock included in the Company’s units sold in the IPO (not taking into account any exercise of the Over-allotment Option)(the “IPO Base”) is 25,000,000 (the “IPO Base Number”), will be up to an aggregate of 1,125,000 Shares and 937,500 Shares) (pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all any other initial stockholders prior to the IPO, if anyperson or entity owning Class B Common Stock) will own an aggregate number of Shares, Shares (not including any shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock” and, together with the Class B Common Stock, the “Common Stock”), Shares issuable upon exercise of any warrants or any shares of Class A Common Stock purchased by Subscriber in the IPO or in the aftermarket, ) equal to twenty percent (20%) % of the issued and outstanding shares of Common Stock immediately following the IPO.

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall automatically forfeit at the time such Over-allotment Option expires (or earlier if the underwriters of the IPO waive their ability to exercise such Over-allotment Option) any and all rights to such number of Shares (up to an aggregate of 1,125,000 937,500 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the aggregate number of Shares owned by the Subscriber (and all other initial stockholders prior to the IPO, if anyany transferees) will own an aggregate number equal 20% of Shares, the issued and outstanding Common Stock immediately following the IPO (not including any shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock” and, together with the Class B Common Stock, the “Common Stock”), Stock issuable upon exercise of any warrants, underlying any units or warrants issued in a private placement in connection with the IPO or any shares of Class A Common Stock purchased by the Subscriber in the IPO or in the aftermarket, equal to twenty percent (20%) of the issued and outstanding shares of Common Stock immediately following the IPO).

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall automatically forfeit at the time such Over-allotment Option expires (or earlier if the underwriters of the IPO waive their ability to exercise such Over-allotment Option) any and all rights to such number of Shares (up to an aggregate of 1,125,000 750,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the aggregate number of Shares owned by the Subscriber (and all other initial stockholders prior to the IPO, if anyany transferees) will own an aggregate number equal 20% of Shares, the issued and outstanding Common Stock immediately following the IPO (not including any shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock” and, together with the Class B Common Stock, the “Common Stock”), Stock issuable upon exercise of any warrants, underlying any units or warrants issued in a private placement in connection with the IPO or any shares of Class A Common Stock purchased by the Subscriber in the IPO or in the aftermarket, equal to twenty percent (20%) of the issued and outstanding shares of Common Stock immediately following the IPO).

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 1,125,000 562,500 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if any) will own an aggregate number of Shares, Shares (not including any shares placement securities that are expected to be purchased at the closing of the Company’s Class A Common StockIPO, par value $0.0001 per share (shares issued to the “Class A Common Stock” andunderwriters in the IPO, together with the Class B Common Stock, the “Common Stock”), Shares issuable upon exercise conversion of any warrants rights or any shares of Class A Common Stock purchased by Subscriber in the IPO or in the aftermarket, ) equal to twenty percent (20%) % of the issued and outstanding shares of Common Stock Shares immediately following the IPO.