Common use of Representative’s Ordinary Shares Clause in Contracts

Representative’s Ordinary Shares. The Company hereby agrees to issue to the Representative 75,000 Ordinary Shares (or 86,250 Ordinary Shares if the Over-allotment Option is exercised in full, with proportional increase to the number of shares for partial exercise of the Overallotment Option) (the “Issuance Shares”) upon the consummation of this Offering. The Representative hereby agrees not to transfer, assign or sell any such Issuance Shares until the completion of the initial Business Combination. In addition, the Representative hereby agrees (i) to waive its redemption rights 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 from the closing of the Offering (or up to 18 months from the closing of this Offering if the Company extends the period of time to consummate an initial Business Combination by the full amount of time). The Representative will not sell, transfer, assign, pledge or hypothecate the Issuance Shares, or cause the Issuance 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 Issuance Shares by any person, for a period of 180 days (pursuant to FINRA Rule 5110(e)(1)) following the Effective Date to anyone other than (i) an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner, associated person or affiliate of the Representative 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 Ordinary Shares. The Upon the Closing of the Offering, the Company hereby agrees to shall issue to the Representative 75,000 270,000 Ordinary Shares (Shares, or 86,250 Ordinary Shares if up to 310,500 shares upon full exercise of the Over-allotment Option is exercised in full, with proportional increase to the number of shares for partial exercise of the Overallotment Option) (the “Issuance Representative Shares”) upon the consummation of this Offering). The Representative hereby agrees has agreed not to transfer, assign or sell any such Issuance Representative Shares without prior consent of the Company until the completion of the initial Business Combination. In addition, the Representative hereby agrees 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 trust account with respect to such shares if the Company fails to complete the initial Business Combination within 12 months from the closing of the Offering (or up to 18 months 21 months, if applicable) from the closing Closing of this Offering if the Company extends the period of time to consummate an initial Business Combination by the full amount of time)Offering. The Representative will not sell, transfer, assign, pledge or hypothecate the Issuance Representative Shares, or cause the Issuance 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 Issuance Representative Shares by any person, for a period of 180 days (pursuant to FINRA Rule 5110(e)(1)) of the Conduct Rules of FINRA) following the Effective Date to anyone other than (i) the Representative or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner, associated person or affiliate partner of the Representative 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. The certificates for the Representative Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.21.4).

Representative’s Ordinary Shares. The Upon the Closing of the Offering, the Company hereby agrees to shall issue to the Representative 75,000 Ordinary Shares (Shares, or up to 86,250 Ordinary Shares if shares upon full exercise of the Over-allotment Option is exercised in full, with proportional increase to the number of shares for partial exercise of the Overallotment Option) (the “Issuance Representative Shares”) upon the consummation of this Offering). The Representative hereby agrees has agreed not to transfer, assign or sell any such Issuance Representative Shares without prior consent of the Company until the completion of the initial Business Combination. In addition, the Representative hereby agrees 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 trust account with respect to such shares if the Company fails to complete the initial Business Combination within 12 months from the closing of the Offering (or up to 18 months 21 months, if applicable) from the closing Closing of this Offering if the Company extends the period of time to consummate an initial Business Combination by the full amount of time)Offering. The Representative will not sell, transfer, assign, pledge or hypothecate the Issuance Representative Shares, or cause the Issuance 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 Issuance Representative Shares by any person, for a period of 180 days (pursuant to FINRA Rule 5110(e)(1)) of the Conduct Rules of FINRA) following the Effective Date to anyone other than (i) the Representative or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner, associated person or affiliate partner of the Representative 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. The certificates for the Representative Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.21.4).

Representative’s Ordinary Shares. The Company hereby agrees to issue to the Representative 75,000 Maxim Partners LLC 25,000 Ordinary Shares (or 86,250 28,750 Ordinary Shares if the Over-allotment Option is exercised in full, with proportional increase to the number of shares for partial exercise of the Overallotment Over-allotment Option) (the “Issuance Shares”) upon the consummation of this Offering. The Representative Maxim Partners LLC hereby agrees not to transfer, assign or sell any such Issuance Shares until the completion of the initial Business Combination. In addition, the Representative Maxim Partners LLC hereby agrees (i) to waive its redemption rights 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 from the closing of the Offering (or up to 18 21 months from the closing of this Offering if the Company extends the period of time to consummate an initial Business Combination by the full amount of time). The Representative Maxim Partners LLC will not sell, transfer, assign, pledge or hypothecate the Issuance Shares, or cause the Issuance 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 Issuance Shares by any person, for a period of 180 days (pursuant to FINRA Rule 5110(e)(1)) 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, associated person or affiliate of the Representative 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 Ordinary Shares. The Company hereby agrees to issue to the Representative 75,000 Maxim Partners LLC 50,000 Ordinary Shares (or 86,250 57,500 Ordinary Shares if the Over-allotment Option is exercised in full, with proportional increase to the number of shares for partial exercise of the Overallotment Over-allotment Option) (the “Issuance Shares”) upon the consummation of this the Offering. The Representative hereby agrees not to transfer, assign or sell any such Issuance Ordinary Shares until the completion of the initial Business Combination. In addition, the Representative hereby agrees (i) to waive its redemption rights 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 Ordinary Shares if the Company fails to complete the initial Business Combination within 12 months from the closing of the Offering (or up to 18 21 months from the closing of this Offering if the Company extends the period of time to consummate an initial Business Combination by the full amount of time). The Representative Maxim Partners LLC will not sell, transfer, assign, pledge or hypothecate the Issuance Representative’s Ordinary Shares, or cause the Issuance Representative’s Ordinary 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 Issuance Representative’s Ordinary Shares by any person, for a period of 180 days (pursuant to FINRA Rule 5110(e)(1)5110(g)(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, associated person or affiliate partner of the Representative 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 Ordinary Shares. The Company hereby agrees to issue to the Representative 75,000 Ordinary Shares Maxim Partners LLC 80,000 Class A ordinary shares (or 86,250 Ordinary Shares 92,000 Class A ordinary shares if the Over-allotment Option is exercised in full, with proportional increase to the number of shares for partial exercise of the Overallotment Over-allotment Option) (the “Issuance Shares”) upon the consummation of this Offering. The Representative hereby agrees Maxim Partners LLC has agreed not to transfer, assign or sell any such Issuance Shares until the completion of the initial Business Combination. In addition, the Representative hereby agrees Maxim Partners LLC has agreed (i) to waive its redemption rights 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 trust account with respect to such shares if the Company fails to complete the initial Business Combination within 12 24 months from the closing of the Offering (or up to 18 months from the closing of this Offering if the Company extends the period of time to consummate an initial Business Combination by the full amount of time)Offering. The Representative Maxim Partners LLC will not sell, transfer, assign, pledge or hypothecate the Issuance Shares, or cause the Issuance 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 Issuance Shares by any person, for a period of 180 days (pursuant to FINRA 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, associated person or affiliate partner of the Representative 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. The Public Securities and the Issuance Shares are hereinafter referred to collectively as the “Securities”.

Representative’s Ordinary Shares. The Company hereby agrees to issue to the Representative 75,000 Maxim Group LLC and/or its designees 300,000 Class A Ordinary Shares (or 86,250 up to 345,000 Class A Ordinary Shares if the Over-allotment Option is exercised in full, with proportional increase to the number of shares for partial exercise of the Overallotment Option) (the “Issuance Shares”) upon the consummation at closing of this Offering. The Representative hereby agrees Maxim Group LLC has agreed not to transfer, assign or sell any such Issuance Shares until the completion of the initial Business Combination. In addition, the Representative hereby agrees Maxim Group LLC has agreed (i) to waive its redemption rights 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 trust account with respect to such shares if the Company fails to complete the initial Business Combination within 12 months from the closing of the Offering (or up to 18 months from the closing of this the Offering if the Company extends the period of time to consummate an initial Business Combination a business combination by the full amount of time). The Representative Maxim Group LLC will not sell, transfer, assign, pledge or hypothecate the Issuance Shares, or cause the Issuance 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 Issuance Shares by any person, for a period of 180 days (pursuant to FINRA Rule 5110(e)(1)) following the Effective Date commencement of sales of the Offering 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, associated registered person or affiliate of the Representative 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. The Public Securities and the Issuance Shares are hereinafter referred to collectively as the “Securities.” Maxim Group LLC and/or its designees will be entitled to customary registration rights with respect to the Issuance Shares in compliance with FINRA Rule 5110(g)(8).

Representative’s Ordinary Shares. The Company hereby agrees to issue to the Representative 75,000 Maxim Partners LLC 50,000 Ordinary Shares (or 86,250 Ordinary Shares 57,500 shares if the Over-allotment Option is exercised in full, with proportional increase to the number of shares for partial exercise of the Overallotment Over-allotment Option) (the “Issuance Shares”) upon the consummation of this Offering. The Representative hereby agrees has agreed not to transfer, assign or sell any such Issuance Shares shares until the completion of the our initial Business Combinationbusiness combination. In addition, the Representative hereby agrees has agreed (i) to waive its redemption rights with respect to such shares in connection with the completion of the our initial Business Combination business combination and (ii) to waive its rights to liquidating distributions from the Trust Account trust account with respect to such shares if the Company fails to complete the initial Business Combination within 12 months from the closing of the Offering this offering (or up to 18 21 months from the closing of this Offering if the Company extends the period of time to consummate an initial Business Combination by the full amount of timeOffering). The Representative Maxim Partners LLC will not sell, transfer, assign, pledge or hypothecate the Issuance Representative’s Ordinary Shares, or cause the Issuance Representative’s Ordinary 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 Issuance Representative’s Ordinary Shares by any person, for a period of 180 days (pursuant to FINRA Rule 5110(e)(1)5110(g)(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, associated person or affiliate partner of the Representative 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 Ordinary Shares. The Company hereby agrees to issue to the Representative 75,000 65,000 Ordinary Shares (or 86,250 74,750 Ordinary Shares if the Over-allotment Option is exercised in full, with proportional increase to the number of shares for partial exercise of the Overallotment Option) (the “Issuance Shares”) upon the consummation of this Offering. The Representative hereby agrees not to transfer, assign or sell any such Issuance Shares until the completion of the initial Business Combination. In addition, the Representative hereby agrees (i) to waive its redemption rights 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 from the closing of the Offering (or up to 18 months from the closing of this Offering if the Company extends the period of time to consummate an initial Business Combination by the full amount of time). The Representative will not sell, transfer, assign, pledge or hypothecate the Issuance Shares, or cause the Issuance 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 Issuance Shares by any person, for a period of 180 days (pursuant to FINRA Rule 5110(e)(1)) following the Effective Date to anyone other than (i) an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner, associated person or affiliate of the Representative 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 Ordinary Shares. The Company hereby agrees to issue to the Representative 75,000 Maxim Partners LLC 60,000 Ordinary Shares (or 86,250 69,000 Ordinary Shares if the Over-allotment Option is exercised in full, with proportional increase to the number of shares for partial exercise of the Overallotment Over-allotment Option) (the “Issuance Shares”) upon the consummation of this the Offering. The Representative hereby agrees not to transfer, assign or sell any such Issuance Ordinary Shares until the completion of the initial Business Combination. In addition, the Representative hereby agrees (i) to waive its redemption rights 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 Ordinary Shares if the Company fails to complete the initial Business Combination within 12 months from the closing of the Offering (or up to 18 21 months from the closing of this Offering if the Company extends the period of time to consummate an initial Business Combination by the full amount of time). The Representative Maxim Partners LLC will not sell, transfer, assign, pledge or hypothecate the Issuance Representative’s Ordinary Shares, or cause the Issuance Representative’s Ordinary 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 Issuance Representative’s Ordinary Shares by any person, for a period of 180 days (pursuant to FINRA Rule 5110(e)(1)5110(g)(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, associated person or affiliate partner of the Representative 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 Ordinary Shares. 1.5.1. The Company hereby agrees to issue to the Representative 75,000 Maxim Partners LLC 25,000 Class A Ordinary Shares (or 86,250 28,750 Class A Ordinary Shares if the Over-allotment Option is exercised in full, with proportional increase to the number of shares for partial exercise of the Overallotment Over-allotment Option) (the “Issuance Shares”) upon the consummation of this Offering. The Representative Maxim Partners LLC hereby agrees not to transfer, assign or sell any such Issuance Shares until the completion of the initial Business Combination. In addition, the Representative Maxim Partners LLC hereby agrees (i) to waive its redemption rights 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 from the closing of the Offering (or up to 18 21 months from the closing of this Offering if the Company extends the period of time to consummate an initial Business Combination by the full amount of time). 1.5.2. The Representative Maxim Partners LLC will not sell, transfer, assign, pledge or hypothecate the Issuance Shares, or cause the Issuance 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 Issuance Shares by any person, for a period of 180 days (pursuant to FINRA Rule 5110(e)(1)) 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, associated person or affiliate of the Representative 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 Ordinary Shares. The On or prior to the Closing Date, the Company hereby agrees shall issue to the Representative (or its designees) an aggregate of 100,000 shares of the Company’s Class A ordinary shares (the “Representative Shares”), together with an additional of up to 15,000 shares of the Company’s Class A ordinary shares that the Company has agreed to issue to the Representative 75,000 Ordinary Shares (or 86,250 Ordinary Shares if upon exercise of the Over-allotment Option is exercised in full, with proportional increase to the number of shares for partial exercise of the Overallotment Option) (the “Issuance Representative Shares”) upon the consummation of this Offering). The Representative hereby agrees has agreed not to transfer, assign or sell any such Issuance Representative Shares without prior consent of the Company until the completion of the initial Business Combination. In addition, the Representative hereby agrees 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 trust account with respect to such shares if the Company fails to complete the initial Business Combination within 12 18 months from the closing of the Offering (or up to 18 months from the closing of this Offering if the Company extends the period of time to consummate an initial Business Combination by the full amount of time)Offering. The Representative will not sell, transfer, assign, pledge or hypothecate the Issuance Representative Shares, or cause the Issuance 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 Issuance Representative Shares by any person, for a period of 180 days (pursuant to FINRA Rule 5110(e)(1)) of the Conduct Rules of FINRA) following the Effective Date to anyone other than (i) the Representative or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner, associated person or affiliate partner of the Representative 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. Delivery and payment for the Representative’s Shares shall be made on the Closing Date. On such date, the Company shall deliver to the Representative or its designees, the Representative’s Shares in book-entry form in the name or names and in such authorized denominations as the Representative may request.

Representative’s Ordinary Shares. The Company hereby agrees to issue to the Representative 75,000 Maxim Group LLC and/or its designees 125,000 Shares of Class A Ordinary Shares (or 86,250 143,750 shares of Ordinary Shares if the Over-allotment Option is exercised in full, with proportional increase to the number of shares for partial exercise of the Overallotment Over-allotment Option) (the “Issuance Shares”) upon the consummation as closing underwriting discounts at a price of $10.00 per share, to be issued at closing of this Offering. The Representative hereby agrees Maxim Group LLC has agreed not to transfer, assign or sell any such Issuance Shares until the completion of the initial Business Combination. In addition, the Representative hereby agrees Maxim Group LLC has agreed (i) to waive its redemption rights 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 trust account with respect to such shares if the Company fails to complete the initial Business Combination within 12 21 months from the closing of the Offering (or up to 18 months from the closing of this Offering if the Company extends the period of time to consummate an initial Business Combination by the full amount of time). The Representative Maxim Group LLC will not sell, transfer, assign, pledge or hypothecate the Issuance Shares, or cause the Issuance 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 Issuance Shares by any person, for a period of 180 days (pursuant to FINRA Rule 5110(e)(1)) following the Effective Date commencement of sales of the Offering 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, associated registered person or affiliate of the Representative 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. The Public Securities and the Issuance Shares are hereinafter referred to collectively as the “Securities.” Maxim Group LLC and/or its designees will be entitled to customary registration rights with respect to the Issuance Shares in compliance with FINRA Rule 5110(g)(8).

Representative’s Ordinary Shares. The On or prior to the Closing Date, the Company hereby agrees shall issue to the Representative (or its designees) an aggregate of 100,000 shares of the Company’s Class A ordinary shares (the “Representative Shares”), together with an additional of up to 15,000 shares of the Company’s Class A ordinary shares that the Company has agreed to issue to the Representative 75,000 Ordinary Shares (or 86,250 Ordinary Shares if upon exercise of the Over-allotment Option is exercised in full, with proportional increase to the number of shares for partial exercise of the Overallotment Option) (the “Issuance Representative Shares”) upon the consummation of this Offering). The Representative hereby agrees has agreed not to transfer, assign or sell any such Issuance Representative Shares without prior consent of the Company until the completion of the initial Business Combination. In addition, the Representative hereby agrees 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 trust account with respect to such shares if the Company fails to complete the initial Business Combination within 12 months (or 15 months if the Company has filed a proxy statement, registration statement or similar filing for an initial business combination within 12 months from the closing consummation of this offering but have not completed the Offering (initial business combination within such 12-month period, or up to 18 21 months from the closing of this Offering if the Company extends the period of time to consummate an initial Business Combination a business combination, as described in more detail in the Statutory Prospectus (as defined below), or as extended by the full amount Company’s shareholders in accordance with its amended and restated memorandum and articles of time)association) from the closing of the Offering. The Representative will not sell, transfer, assign, pledge or hypothecate the Issuance Representative Shares, or cause the Issuance 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 Issuance Representative Shares by any person, for a period of 180 days (pursuant to FINRA Rule 5110(e)(1)) of the Conduct Rules of FINRA) following the Effective Date to anyone other than (i) the Representative or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner, associated person or affiliate partner of the Representative 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. Delivery and payment for the Representative’s Shares shall be made on the Closing Date. On such date, the Company shall deliver to the Representative or its designees, the Representative’s Shares in book-entry form in the name or names and in such authorized denominations as the Representative may request.