Common use of Representative’s Common Stock Clause in Contracts

Representative’s Common Stock. Upon the closing of the Offering, the Company shall issue to Maxim 125,000 shares of Common Stock, or up to 143,750 shares upon full exercise of the Over-allotment Option (the “Representative Shares”). Maxim has agreed not to transfer, assign or sell any such Representative Shares without prior consent of the Company until the completion of the initial Business Combination. In addition, Maxim has agreed (i) to waive its redemption rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to such shares if the Company fails to complete the initial Business Combination within 12 months (or up to 21 months, if applicable) from the closing of the Offering. Maxim will not sell, transfer, assign, pledge or hypothecate the Representative Shares, or cause the Representative Shares to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representative Shares by any person, for a period of 180 days (pursuant to Rule 5110(e)(1) of the Conduct Rules of FINRA) following the Effective Date to anyone other than (i) Maxim or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of Maxim or of any such underwriter or selected dealer. On and after the 181st day following the Effective Date, transfers to others may be made subject to compliance with or exemptions from applicable securities laws.

Representative’s Common Stock. Upon the closing Closing of the Offering, the Company shall issue to Maxim 125,000 100,000 shares of Common Stock, or up to 143,750 115,000 shares upon full exercise of the Over-allotment Option (the “Representative Shares”). Maxim has agreed not to transfer, assign or sell any such Representative Shares without prior consent of the Company until the completion of the initial Business Combination. In addition, Maxim has agreed (i) to waive its redemption rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to such shares if the Company fails to complete the initial Business Combination within 12 months (or up to 21 18 months, if applicable) from the closing Closing of the Offering. Maxim will not sell, transfer, assign, pledge or hypothecate the Representative Shares, or cause the Representative Shares to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representative Shares by any person, for a period of 180 days (pursuant to Rule 5110(e)(1) of the Conduct Rules of FINRA) following the Effective Date to anyone other than (i) Maxim or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of Maxim or of any such underwriter or selected dealer. On and after the 181st day following the Effective Date, transfers to others may be made subject to compliance with or exemptions from applicable securities laws.

Representative’s Common Stock. Upon the closing of the Offering, the Company shall issue to Maxim 125,000 shares of Common Stock, or up to 143,750 shares upon full exercise of the Over-allotment Option (the “Representative Shares”). Maxim has agreed not to transfer, assign or sell any such Representative Shares without prior consent of the Company until the completion of the initial Business Combination. In addition, Maxim has agreed (i) to waive its redemption rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to such shares if the Company fails to complete the initial Business Combination within 12 15 months (or up to 21 24 months, if applicable) from the closing of the Offering. Maxim will not sell, transfer, assign, pledge or hypothecate the Representative Shares, or cause the Representative Shares to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representative Shares by any person, for a period of 180 days (pursuant to Rule 5110(e)(1) of the Conduct Rules of FINRA) following the Effective Date to anyone other than (i) Maxim or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of Maxim or of any such underwriter or selected dealer. On and after the 181st day following the Effective Date, transfers to others may be made subject to compliance with or exemptions from applicable securities laws.

Representative’s Common Stock. Upon the closing Closing of the Offering, the Company shall issue to Maxim 125,000 100,000 shares of Common Stock, or up to 143,750 115,000 shares upon full exercise of the Over-allotment Option (the “Representative Shares”). Maxim has agreed not to transfer, assign or sell any such Representative Shares without prior consent of the Company until the completion of the initial Business Combination. In addition, Maxim has agreed (i) to waive its redemption rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to such shares if the Company fails to complete the initial Business Combination within 12 15 months (or up to 21 18 months, if applicable) from the closing Closing of the Offering. Maxim will not sell, transfer, assign, pledge or hypothecate the Representative Shares, or cause the Representative Shares to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representative Shares by any person, for a period of 180 days (pursuant to Rule 5110(e)(1) of the Conduct Rules of FINRA) following the Effective Date to anyone other than (i) Maxim or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of Maxim or of any such underwriter or selected dealer. On and after the 181st day following the Effective Date, transfers to others may be made subject to compliance with or exemptions from applicable securities laws.