Common use of Representative’s Shares Clause in Contracts

Representative’s Shares. The Company hereby agrees to issue to Maxim Partners LLC 50,000 Class A Ordinary Shares (or 57,500 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 Over-allotment Option) (the “Issuance Shares”) on the Closing Date, or Option Closing Date, as applicable. 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, 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 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). 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 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) any officers, partners, registered persons or affiliates 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 Shares. The As additional consideration, the Company hereby agrees to issue to Maxim Partners LLC 50,000 EX Xxxxxx (and/or its designees) on the Closing Date or Option Closing Date, as applicable, 100,000 shares of Class A Ordinary Shares (or 57,500 up to 115,000 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 Over-allotment Optionexercised) (the “Issuance Representative’s Shares”) on the Closing Date, or Option Closing Date, as applicable). Maxim Partners LLC has agreed EX Xxxxxx agrees not to transfer, assign or sell any such Issuance of the Representative’s Shares without the Company’s prior written consent until the completion of the initial Business Combination. In addition, Maxim Partners LLC has agreed EX Xxxxxx 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 Trust Account with respect to such shares the Representative’s Shares if the Company fails to complete the its initial Business Combination within 12 15 months from the closing of the Offering Closing Date (or up to 18 21 months from the closing of this Offering Closing Date if the Company extends the period of time to consummate an initial a Business Combination by pursuant to the full amount terms of timethe Charter Documents). Maxim Partners LLC The Representative agrees by its acceptance of the Representative’s Shares, that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Shares during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof it will not not: (a) sell, transfer, assign, pledge or hypothecate the Issuance SharesRepresentative’s Shares for a period of 180 days following the Effective Date to anyone other than: (i) an underwriter or a selected dealer participating in the Offering, or (ii) an officer, partner, registered person, or affiliate of the Representative or of any such underwriter or selected dealer, in each case in accordance with FINRA Conduct Rules 5110(e)(1), and only if any such transferee agrees to the foregoing lock-up restrictions, and (b) cause the Issuance Representative’s Shares to be the subject of any hedging, short sale, derivative, put, put or call transaction transaction, for a period of 180 days following the Effective Date, that would result in the effective economic disposition of the Issuance Shares by any personRepresentative’s Shares, except as provided for a period of 180 days (pursuant to in 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) any officers, partners, registered persons or affiliates 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 laws5110(e)(2).

Representative’s Shares. The Company hereby agrees to issue to Maxim Partners LLC 50,000 Class A and/or its designees 240,000 Ordinary Shares (or 57,500 Class A 276,000 Ordinary Shares if the Over-allotment Option is exercised in full, with proportional increase to the number of shares for partial exercise of the Over-allotment Option) (the “Issuance Shares”) on the Closing Date, or Option Closing Date, as applicable. 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, 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 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). 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 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) any officers, partners, registered persons or affiliates 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 Shares. The Company hereby agrees to issue to Maxim Partners LLC 50,000 225,000 Class A Ordinary Shares (or 57,500 258,750 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 Over-allotment Option) (the “Issuance Shares”) on the Closing Date, or Option Closing Date, as applicable. 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, 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 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). 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 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) any officers, partners, registered persons or affiliates 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 Shares. The Company hereby agrees to issue to Maxim Partners LLC 50,000 Class A Ordinary Shares shares of Common Stock (or 57,500 Class A Ordinary Shares shares if the Over-allotment Option is exercised in full, with proportional increase to the number of shares for partial exercise of the Over-allotment Option) (the “Issuance Shares”) on upon the Closing Date, or Option Closing Date, as applicableconsummation of this Offering. Maxim Partners LLC has agreed hereby agrees not to transfer, assign or sell any such Issuance Shares until the completion of the initial Business Combination. In addition, Maxim Partners LLC has agreed 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 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). 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) any officersa bona fide officer or partner, partners, registered persons associated person or affiliates affiliate 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 Shares. The Company hereby agrees to issue to Maxim Partners LLC 50,000 Class A and/or its designees 270,000 Ordinary Shares (or 57,500 Class A 310,500 Ordinary Shares if the Over-allotment Option is exercised in full, with proportional increase to the number of shares for partial exercise of the Over-allotment Option) (the “Issuance Shares”) on the Closing Date, or Option Closing Date, as applicable. Maxim Partners LLC Mxxxx has agreed not to transfer, assign or sell any such Issuance Shares until the completion of the initial Business Combination. In addition, Maxim Partners LLC Mxxxx 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 with respect to such shares if the Company fails to complete the initial Business Combination within 12 9 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). 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 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) any officers, partners, registered persons or affiliates 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 Shares. The Company hereby agrees to issue to Maxim Partners Group LLC 50,000 Class A 100,000 Ordinary Shares (or 57,500 Class A 115,000 Ordinary Shares if the Over-allotment Option is exercised in full, with proportional increase to the number of shares for partial exercise of the Over-allotment Option) (the “Issuance Shares”) on upon the Closing Date, or Option Closing Date, as applicableconsummation of this Offering. Maxim Partners Group LLC has agreed not to transfer, assign or sell any such Issuance Shares until the completion of the initial Business Combination. In addition, Maxim Partners 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 with respect to such shares if the Company fails to complete the initial Business Combination within 12 15 months (or up to a total of 21 months, if applicable) 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. Maxim Partners 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 Rule 5110(e)(1) of the Conduct Rules of FINRA) following beginning on the Effective Date date of commencement of sales to anyone other than (i) Maxim or an underwriter or selected dealer in connection with the Offering, or (ii) any officers, partners, registered persons a bona fide officer or affiliates 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. The Public Securities and the Issuance Shares are hereinafter referred to collectively as the “Securities”.

Representative’s Shares. The Company hereby agrees to issue to Maxim Partners LLC 50,000 and/or its designees 40,000 Class A Ordinary Shares (or 57,500 46,000 Class A Ordinary Shares if the Over-allotment Option is exercised in full, with a proportional increase to the number of shares for partial exercise of the Over-allotment Option) (the “Issuance Representative’s Shares”) on the Closing Dateas compensation in addition to any underwriting discounts and commissions, or Option Closing Date, as applicableto be issued at closing of this Offering. Maxim Partners LLC has agreed not to transfer, assign or sell any such Issuance Representative’s Shares until for 30 days following the completion of the initial Business Combination. In addition, 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 with respect to such shares if the Company fails to complete the initial Business Combination within 12 months (subject to extension to up to 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)Offering. Maxim Partners LLC will not sell, transfer, assign, pledge or hypothecate the Issuance Representative’s Shares, or cause the Issuance Representative’s 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 personRepresentative’s Shares, for a period of 180 days (pursuant to Rule 5110(e)(1) following commencement of sales of the Conduct Rules of FINRA) following the Effective Date Offering to anyone other than (i) Maxim or an underwriter or selected dealer in connection with the Offering, or (ii) any officersa bona fide officer or partner, partners, registered persons associated person or affiliates affiliate 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. The Public Securities and the Representative’s Shares are hereinafter referred to collectively as the “Securities.” Maxim and/or its designees will be entitled to customary registration rights with respect to the Representative’s Shares in compliance with FINRA Rule 5110(g)(8).

Representative’s Shares. The Company hereby agrees to issue to Maxim Partners LLC 50,000 112,500 Class A Ordinary Shares (or 57,500 129,375 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 Over-allotment Option) (the “Issuance Shares”) on the Closing Date, or Option Closing Date, as applicable. 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, 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 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). 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 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) any officers, partners, registered persons or affiliates 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 Shares. The Company hereby agrees to issue to Maxim Partners LLC 50,000 Class A Ordinary Shares (or 57,500 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 Over-allotment Option) (the “Issuance Shares”) on the Closing Date, or Option Closing Date, as applicable. 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, 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 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 24 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). 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 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) any officers, partners, registered persons or affiliates 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 Shares. The Company hereby agrees to issue to Maxim Partners LLC 50,000 Class A and/or its designees 62,500 Ordinary Shares (or 57,500 Class A 71,875 Ordinary Shares if the Over-allotment Option is exercised in full, with proportional increase to the number of shares for partial exercise of the Over-allotment Option) (the “Issuance Shares”) on the Closing Date, or Option Closing Date, as applicable. 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, 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 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). 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 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) any officers, partners, registered persons or affiliates 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 Shares. The Company hereby agrees to issue to Maxim Partners LLC 50,000 Class A Ordinary Shares the Representative (or 57,500 Class A Ordinary Shares if the Over-allotment Option is exercised in fullits designees), with proportional increase to the number for an aggregate purchase price of $100.00, 126,500 shares for partial exercise of the Over-allotment Option) Common Stock (the “Issuance Representative Shares”) on the Closing Date, of which up to 16,500 shall be subject to forfeiture in proportion to the amount of the Over-allotment Option that is not exercised. The Company shall deliver to Representative, and its designees, upon execution of customary and mutually agreed upon investor representation letters, book-entry confirmations for the Representative Shares in the name or Option Closing Date, names and in such authorized denominations as applicableRepresentative may request. Maxim Partners LLC has agreed The Representative hereby agrees not to transfer, assign or sell any such Issuance Representative Shares until the completion of the initial Business Combination. In addition, Maxim Partners LLC has agreed 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 timetime as described in the Registration Statement). Maxim Partners LLC In addition, 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 time ending 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) any officers, partners, registered persons or affiliates of Maxim the Representative or of any such underwriter or selected dealerdealer in connection with the Offering. 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 or book-entry positions for the Representative Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. {N0384947 2 }

Representative’s Shares. The As additional consideration, the Company hereby agrees to issue to Maxim Partners LLC 50,000 EX Xxxxxx (and/or its designees) on the Closing Date or Option Closing Date, as applicable, 100,000 shares of Class A Ordinary Shares Common Stock (or 57,500 Class A Ordinary Shares up to 115,000 shares of Common Stock if the Over-allotment Option is exercised in full, with proportional increase to the number of shares for partial exercise of the Over-allotment Optionexercised) (the “Issuance Representative’s Shares”) on the Closing Date, or Option Closing Date, as applicable). Maxim Partners LLC has agreed EX Xxxxxx agrees not to transfer, assign or sell any such Issuance of the Representative’s Shares without the Company’s prior written consent until the completion of the initial Business Combination. In addition, Maxim Partners LLC has agreed EX Xxxxxx 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 Trust Account with respect to such shares the Representative’s Shares if the Company fails to complete the its initial Business Combination within 12 twelve (12) months from the closing of the Offering Closing Date (or up to 18 eighteen (18) months from the closing of this Offering Closing Date if the Company extends the period of time to consummate an initial a Business Combination by pursuant to the full amount terms of timethe Charter Documents). Maxim Partners LLC The Representative agrees by its acceptance of the Representative’s Shares, that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Shares during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof it will not not: (a) sell, transfer, assign, pledge or hypothecate the Issuance SharesRepresentative’s Shares for a period of one hundred eighty (180) days following the Effective Date to anyone other than: (i) an underwriter or a selected dealer participating in the Offering, or (ii) an officer, partner, registered person, or affiliate of the Representative or of any such underwriter or selected dealer, in each case in accordance with FINRA Conduct Rules 5110(e)(1), and only if any such transferee agrees to the foregoing lock-up restrictions, and (b) cause the Issuance Representative’s Shares to be the subject of any hedging, short sale, derivative, put, put or call transaction transaction, for a period of one hundred eighty (180) days following the Effective Date, that would result in the effective economic disposition of the Issuance Shares by any personRepresentative’s Shares, except as provided for a period of 180 days (pursuant to in 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) any officers, partners, registered persons or affiliates 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 laws5110(e)(2).

Representative’s Shares. The Company hereby agrees to issue to Maxim Partners LLC 50,000 Class A Ordinary Shares 25,000 shares of Common Stock (or 57,500 Class A Ordinary Shares 28,750 shares if the Over-allotment Option is exercised in full, with proportional increase to the number of shares for partial exercise of the Over-allotment Option) (the “Issuance Shares”) on upon the Closing Date, or Option Closing Date, as applicableconsummation of this Offering. Maxim Partners LLC has agreed hereby agrees not to transfer, assign or sell any such Issuance Shares until the completion of the initial Business Combination. In addition, Maxim Partners LLC has agreed 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 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). 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) any officersa bona fide officer or partner, partners, registered persons associated person or affiliates affiliate 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 Shares. The As additional consideration, the Company hereby agrees to issue to Maxim Partners LLC 50,000 Class A Ordinary Shares I-Bankers (and/or its designees) on the Closing Date or Option Closing Date, as applicable, 88,000 shares of Common Stock (or 57,500 Class A Ordinary Shares up to 101,200 shares of Common Stock if the Over-allotment Option is exercised in full, with proportional increase to the number of shares for partial exercise of the Over-allotment Optionexercised) (the “Issuance Representative’s Shares”) on the Closing Date, or Option Closing Date, as applicable). Maxim Partners LLC has agreed I-Bankers agrees not to transfer, assign or sell any such Issuance of the Representative’s Shares without the Company’s prior written consent until the completion of the initial Business Combination. In addition, Maxim Partners LLC has agreed I-Bankers 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 Trust Account with respect to such shares the Representative’s Shares if the Company fails to complete the its initial Business Combination within 12 months from the closing of the Offering Closing Date (or up to 18 months from the closing of this Offering Closing Date if the Company extends the period of time to consummate an initial a Business Combination by the full amount of timeCombination). Maxim Partners LLC The Representative agrees by its acceptance of the Representative’s Shares, that it will not not: (a) sell, transfer, assign, pledge or hypothecate the Issuance SharesRepresentative’s Shares for a period of 180 days following the Effective Date to anyone other than: (i) an underwriter or a selected dealer participating in the Offering, or (ii) an officer, partner, registered person, or affiliate of the Representative or of any such underwriter or selected dealer, in each case in accordance with FINRA Conduct Rule 5110(e)(1), and (b) cause the Issuance Representative’s Shares to be the subject of any hedging, short sale, derivative, put, put or call transaction transaction, for a period of 180 days following the Effective Date, that would result in the effective economic disposition of the Issuance Representative’s Shares, except as provided for in FINRA Rule 5110(e)(2). With respect to the registration rights for the Representative’s Shares by any person, for a period of 180 days (to be provided to I-Bankers pursuant to Rule 5110(e)(1) of the Conduct Rules of FINRA) following Registration Rights Agreement (as defined herein), notwithstanding anything to the Effective Date to anyone other than contrary set forth in the Registration Rights Agreement, I-Bankers agrees that (i) Maxim or an underwriter or selected dealer in connection with it shall not have more than one demand registration right at the Offering, or Company’s expense; (ii) any officers, partners, registered persons or affiliates demand registration right shall not have a duration of Maxim or more than five years from the commencement of sales of the Offering; and (iii) any such underwriter or selected dealer. On and after piggyback registration right shall not have a duration of more than seven years from the 181st day following commencement of sales of the Effective Date, transfers to others may be made subject to compliance with or exemptions from applicable securities lawsOffering.

Representative’s Shares. The As additional consideration, the Company hereby agrees to issue to Maxim Partners LLC 50,000 Class A Ordinary Shares I-Bankers (and/or its designees) on the Closing Date or Option Closing Date, as applicable, 80,000 shares of Common Stock (or 57,500 Class A Ordinary Shares up to 92,000 shares of Common Stock if the Over-allotment Option is exercised in full, with proportional increase to the number of shares for partial exercise of the Over-allotment Optionexercised) (the “Issuance Representative’s Shares”) on the Closing Date, or Option Closing Date, as applicable). Maxim Partners LLC has agreed I-Bankers agrees not to transfer, assign or sell any such Issuance of the Representative’s Shares without the Company’s prior written consent until the completion of the initial Business Combination. In addition, Maxim Partners LLC has agreed I-Bankers 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 Trust Account with respect to such shares the Representative’s Shares if the Company fails to complete the its initial Business Combination within 12 months from the closing of the Offering Closing Date (or up to 18 months from the closing of this Offering Closing Date if the Company extends the period of time to consummate an initial a Business Combination by the full amount of timeCombination). Maxim Partners LLC The Representative agrees by its acceptance of the Representative’s Shares, that it will not not: (a) sell, transfer, assign, pledge or hypothecate the Issuance SharesRepresentative’s Shares for a period of 180 days following the Effective Date to anyone other than: (i) an underwriter or a selected dealer participating in the Offering, or (ii) an officer, partner, registered person, or affiliate of the Representative or of any such underwriter or selected dealer, in each case in accordance with FINRA Conduct Rule 5110(e)(1), and (b) cause the Issuance Representative’s Shares to be the subject of any hedging, short sale, derivative, put, put or call transaction transaction, for a period of 180 days following the Effective Date, that would result in the effective economic disposition of the Issuance Representative’s Shares, except as provided for in FINRA Rule 5110(e)(2). With respect to the registration rights for the Representative’s Shares by any person, for a period of 180 days (to be provided to I-Bankers pursuant to Rule 5110(e)(1) of the Conduct Rules of FINRA) following Registration Rights Agreement (as defined herein), notwithstanding anything to the Effective Date to anyone other than contrary set forth in the Registration Rights Agreement, I-Bankers agrees that (i) Maxim or an underwriter or selected dealer in connection with it shall not have more than one demand registration right at the Offering, or Company’s expense; (ii) any officers, partners, registered persons or affiliates demand registration right shall not have a duration of Maxim or more than five years from the commencement of sales of the Offering; and (iii) any such underwriter or selected dealer. On and after piggyback registration right shall not have a duration of more than seven years from the 181st day following commencement of sales of the Effective Date, transfers to others may be made subject to compliance with or exemptions from applicable securities lawsOffering.

Representative’s Shares. The Company hereby agrees to issue to Maxim Partners LLC 50,000 and/or its designees 62,500 Class A Ordinary Shares (or 57,500 71,875 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 Over-allotment Option) (the “Issuance Shares”) on the Closing Date, or Option Closing Date, as applicable. 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, 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 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). 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 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) any officers, partners, registered persons or affiliates 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 Shares. The Company hereby agrees to issue to Maxim Partners LLC 50,000 277,500 Class A Ordinary Shares (or 57,500 319,125 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 Over-allotment Option) (the “Issuance Shares”) on the Closing Date, or Option Closing Date, as applicable. 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, 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 with respect to such shares if the Company fails to complete the initial Business Combination within 12 15 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). 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 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) any officers, partners, registered persons or affiliates 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.