Common use of Representative’s Shares Clause in Contracts

Representative’s Shares. The Company hereby agrees to issue to the Representative (or its designees) 50,000 shares of Class A Common Stock (the “Representative Shares”) on the Closing Date (or up to 57,500 Representative Shares if the Over-allotment Option is exercised in full). The Representative has agreed not to transfer, assign or sell any such Representative Shares until the completion of the initial Business Combination. In addition, the Representative 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). The Representative 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 FINRA Rule 5110(e)(1)) following the Effective Date to anyone other than (i) the Representative or an underwriter or selected dealer in connection with the Offering, or (ii) any officers, partners, registered persons or affiliates of 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 Shares. The Upon the Closing of the Offering, the Company hereby agrees to shall issue to the Representative (or its designees) 50,000 shares of 40,000 Class A Common Stock ordinary shares (the “Representative Shares”) on the Closing Date (or up to 57,500 Representative Shares if the Over-allotment Option is exercised in full). The Representative 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, the Representative 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 from the closing of the Offering (or up to 18 months 21 months, if applicable) 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)Closing Date. The Representative 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 FINRA Rule 5110(e)(1)) of the Conduct Rules of FINRA) immediately following the Effective Date date of the commencement of sales of the Offering to anyone other than (i) the Representative 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 the Representative or of any such underwriter or selected dealer. On and after the 181st day immediately following the Effective Datedate of the commencement of sales of the Offering, 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 the Representative I-Bankers (or and/or its designees) 50,000 shares of Class A Common Stock (the “Representative Shares”) on the Closing Date or Option Closing Date, as applicable, 250,000 Ordinary Shares (or up to 57,500 Representative 300,000 Ordinary Shares if the Over-allotment Option is exercised in fullexercised) (the “Representative’s Shares”). The Representative has agreed not to transfer, assign or sell any such Representative Shares until the completion of the initial Business Combination. In addition, the Representative 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 Combination, (ii) to waive its rights to liquidating distributions from the trust account Trust Account with respect to the Representative’s Shares if the Company fails to complete its initial Business Combination and (iii) to vote in favor of the initial Business Combination with respect to such shares if the Company fails to complete submits the initial Business Combination within 12 months from to 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)public shareholders for a vote. The Representative agrees by its acceptance of the Representative’s Shares, that it will not not: (a) sell, transfer, assign, pledge or hypothecate the Representative 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 Representative 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 Representative Shares by any personRepresentative’s Shares, except as provided for a period of 180 days (pursuant to in FINRA Rule 5110(e)(15110(e)(2)) following the Effective Date to anyone other than (i) the Representative or an underwriter or selected dealer in connection with the Offering, or (ii) any officers, partners, registered persons or affiliates of 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 Shares. The As additional consideration, the Company hereby agrees to issue to the Representative I-Bankers (or and/or its designees) 50,000 shares of Class A Common Stock (the “Representative Shares”) on the Closing Date Date, 100,000 of the Company’s Class B Ordinary Shares at a purchase price of $0.0001 per share (or up to 57,500 Representative Shares if the Over-allotment Option is exercised in full“Representative’s Shares”). The Representative has agreed I-Bankers agrees not to transfer, assign or sell any such Representative of the Representative’s Shares without the Company’s prior written consent until after the completion of the initial Business Combination. In addition, the Representative has agreed I-Bankers agrees (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 the Representative’s Shares if the Company fails to complete its initial Business Combination within the time period required by the Company’s amended and restated memorandum and articles of association (the “Charter”), and (iii) to vote in favor of the initial Business Combination with respect to such shares if the Company fails to complete submits the initial Business Combination within 12 months from to 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)public shareholders for a vote. The Representative agrees, by its acceptance of the Representative’s Shares, that it will not not: sell, transfer, assign, pledge or hypothecate the Representative’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 or partner of the Representative Sharesor of any such underwriter or selected dealer, in each case in accordance with FINRA Conduct Rule 5110(g)(1), or cause the Representative Representative’s Shares to be the subject of any hedging, short sale, derivative, put, put or call transaction for a period of 180 days following the Effective Date that would result in the effective economic disposition of the Representative Shares by any personRepresentative’s Shares, except as provided for a period of 180 days (pursuant to in FINRA Rule 5110(e)(15110(g)(2)) following the Effective Date to anyone other than (i) the Representative or an underwriter or selected dealer in connection with the Offering, or (ii) any officers, partners, registered persons or affiliates of 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 Shares. The Upon the Closing of the Offering, the Company hereby agrees to shall issue to the Representative (or its designees) 50,000 shares of 71,500 Class A Common Stock ordinary shares (the “Representative Shares”) on ). Simultaneously with the Option Closing Date (or if any), the Company shall issue to the Representative up to 57,500 an additional 10,725 Representative Shares if the Over-allotment Option is exercised in full)Shares. The Representative 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, the Representative 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 from the closing of the Offering (or up to 18 months from the closing of this Offering 21 months, if the Company extends the period of time to consummate an initial Business Combination by the full amount of time), if necessary) from the Closing of the Offering. The Representative 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 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) any officers, partners, registered persons a bona fide officer or affiliates 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.

Representative’s Shares. The Upon the Closing of the Offering, the Company hereby agrees to shall issue to the Representative (or its designees) 50,000 shares of 75,000 Class A Common Stock ordinary shares (the “Representative Shares”) on ). Simultaneously with the Option Closing Date (or if any), the Company shall issue to the Representative up to 57,500 an additional 11,250 Representative Shares if the Over-allotment Option is exercised in full)Shares. The Representative 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, the Representative 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 from the closing of the Offering (or up to 18 months from the closing of this Offering 21 months, if the Company extends the period of time to consummate an initial Business Combination by the full amount of time), if necessary) from the Closing of the Offering. The Representative 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 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) any officers, partners, registered persons a bona fide officer or affiliates 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.

Representative’s Shares. The As additional consideration, the Company hereby agrees to issue to the Representative I-Bankers (or and/or its designees) 50,000 shares ), on the Closing Date, 100,000 of the Company’s Class A Common Stock B Ordinary Shares at a purchase price of $0.0001 per share (the “Representative Representative’s Shares”) on the Closing Date (or up to 57,500 Representative Shares if the Over-allotment Option is exercised in full). The Representative has agreed I-Bankers agrees not to transfer, assign or sell any such Representative of the Representative’s Shares without the Company’s prior written consent until after the completion of the initial Business Combination. In addition, the Representative has agreed I-Bankers agrees (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 the Representative’s Shares if the Company fails to complete its initial Business Combination within the time period required by the Company’s amended and restated memorandum and articles of association (the “Charter”), and (iii) to vote in favor of the initial Business Combination with respect to such shares if the Company fails to complete submits the initial Business Combination within 12 months from to 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)public shareholders for a vote. The Representative agrees, by its acceptance of the Representative’s Shares, that it will not not: sell, transfer, assign, pledge or hypothecate the Representative’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 or partner of the Representative Sharesor of any such underwriter or selected dealer, in each case in accordance with FINRA Conduct Rule 5110(g)(1), or cause the Representative Representative’s Shares to be the subject of any hedging, short sale, derivative, put, put or call transaction for a period of 180 days following the Effective Date that would result in the effective economic disposition of the Representative Shares by any personRepresentative’s Shares, except as provided for a period of 180 days (pursuant to in FINRA Rule 5110(e)(15110(g)(2)) following the Effective Date to anyone other than (i) the Representative or an underwriter or selected dealer in connection with the Offering, or (ii) any officers, partners, registered persons or affiliates of 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 Shares. The As additional consideration, the Company hereby agrees to issue to the Representative I-Bankers (or and/or its designees) 50,000 shares of Class A Common Stock (the “Representative Shares”) on the Closing Date or Option Closing Date, as applicable, 0.75% of the Ordinary Shares contained in the Units sold in the Offering at a purchase price of $0.01 per share (or up to 57,500 Representative excluding any Ordinary Shares if underlying the Over-allotment Option is exercised Warrants and the Rights contained in fullthe Units) (the “Representative’s Shares”). The Representative has agreed not to transfer, assign or sell any such Representative Shares until the completion of the initial Business Combination. In addition, the Representative 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 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 the full amount of timeCombination). The Representative agrees by its acceptance of the Representative’s Shares, that it will not not: (a) sell, transfer, assign, pledge or hypothecate the Representative SharesRepresentative’s Shares for a period of 360 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 Representative Representative’s Shares to be the subject of any hedging, short sale, derivative, put, put or call transaction transaction, for a period of 360 days following the Effective Date, that would result in the effective economic disposition of the Representative Shares by any personRepresentative’s Shares, except as provided for a period of 180 days (pursuant to in FINRA Rule 5110(e)(15110(e)(2)) following the Effective Date to anyone other than (i) the Representative or an underwriter or selected dealer in connection with the Offering, or (ii) any officers, partners, registered persons or affiliates of 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.