Common use of Representative’s Shares Clause in Contracts

Representative’s Shares. The Company hereby agrees to issue to the Representative (and/or its designees), for no additional consideration, 200,000 Ordinary Shares (the “Representative’s Shares”). The Representative’s Shares shall be issued on the Closing Date. On such date, the Company shall deliver to the Representative (and/or its designees) certificates for the Representative’s Shares (or evidence of such shares being issued in book-entry form) in the name or names and in such denominations as the Representative may request. The Representative hereby agrees not to transfer, assign or sell any Representative’s Shares without the Company’s prior consent until the completion of an initial Business Combination. The Representative’s Shares will be identical to the Ordinary Shares included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion or redemption rights with respect to such Representative’s Shares and shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination or amendment to the Charter Documents (as defined below) relating to pre-Business Combination activity and (ii) will have no right to any liquidation distributions with respect to any portion of the Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. The registered holders of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(1) following the effective date of the Registration Statement 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 of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(g), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s 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 2.24.5).

Representative’s Shares. The As additional consideration, the Company hereby agrees to issue to the Representative I-Bankers (and/or its designees)) on the Closing Date or Option Closing Date, for no additional considerationas applicable, 200,000 Ordinary Shares 325,000 shares of Common Stock (or up to 373,750 shares of Common Stock if the Over-allotment Option is exercised) (the “Representative’s Shares”), at a price of $0.01 per share. The Representative’s Shares shall be issued on the Closing Date. On such date, the Company shall deliver to the Representative (and/or its designees) certificates for the Representative’s Shares (or evidence of such shares being issued in bookI-entry form) in the name or names and in such denominations as the Representative may request. The Representative hereby Bankers agrees not to transfer, assign or sell any Representative’s Shares without the Company’s prior consent until the completion of an initial Business Combination. The Representative’s Shares will be identical to the Ordinary Shares included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion or waive its redemption rights with respect to such shares in connection with the completion of the initial Business Combination, (ii) to waive its rights to liquidating distributions from the Trust Account with respect to the Representative’s Shares and shall not be entitled to sell any such shares to if the Company in any tender offer in connection with a proposed fails to complete its initial Business Combination or amendment and (iii) to vote in favor of the Charter Documents (as defined below) relating to pre-initial Business Combination activity and (ii) will have no right to any liquidation distributions with respect to any portion such shares if the Company submits the initial Business Combination to the public shareholders for a vote. The Representative agrees by its acceptance of the Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. The registered holders of the Representative’s Shares Shares, that it will not not: (a) sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(1) following the effective date of the Registration Statement Effective Date to anyone other than than: (i) the Representative an underwriter or an Underwriter or a selected dealer participating in connection with the Offering, or (ii) a bona fide officer an officer, partner, registered person, or partner affiliate of the Representative or of any such Underwriter underwriter or selected dealer. Additionally, pursuant to in each case in accordance with FINRA Conduct Rule 5110(g5110(e)(1), and (b) cause the Representative’s Shares will not to be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person transaction, for a period of 180 days immediately following the Effective Date, that would result in the effective date economic disposition of the Registration StatementRepresentative’s Shares, except as provided for in FINRA Rule 5110(e)(2). The certificates With respect to the registration rights for the Representative’s 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 be provided for in to I-Bankers pursuant to the Registration Rights Agreement (as defined herein), notwithstanding anything to the contrary set forth in Section 2.24.5)the Registration Rights Agreement, I-Bankers agrees that (i) it shall not have more than one demand registration right at the Company’s expense; (ii) any demand registration right shall not have a duration of more than five years from the commencement of sales of the Offering; and (iii) any piggyback registration right shall not have a duration of more than seven years from the commencement of sales of the Offering.

Representative’s Shares. The Company hereby agrees to issue to the Representative (and/or or its designees), for no additional considerationan aggregate purchase price of $100.00, 200,000 Ordinary Shares 284,625 shares of Common Stock (the “Representative’s Representative Shares”). The Representative’s Shares shall be issued ) on the Closing Date, of which up to 37,125 shall be subject to forfeiture in proportion to the amount of the Over-allotment Option that is not exercised. On such date, the The Company shall deliver to the Representative (and/or Representative, and its designees) certificates for the Representative’s Shares (or evidence , upon execution of such shares being issued in customary and mutually agreed upon investor representation letters, book-entry form) confirmations for the Representative Shares in the name or names and in such authorized denominations as the Representative may request. The Representative Representative, on behalf of itself and each of its designees or permitted assignees, hereby agrees not to transfer, assign or sell any Representative’s such Representative Shares without the Company’s prior consent until the completion of an the initial Business Combination. The In addition, the Representative’s Shares will be identical to the Ordinary Shares included in the Firm Units except the holders , on behalf of itself and each of its designees or permitted assignees, hereby agrees (i) shall not be entitled to exercise any conversion or waive its redemption rights (or right to participate in any tender offer) with respect to such Representative’s Shares and shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed the completion of the initial Business Combination or amendment to the Charter Documents (as defined below) relating to pre-Business Combination activity and (ii) will have no right to any liquidation waive its rights to liquidating distributions from the trust account with respect to any portion of the Representative’s Shares in the event such shares if the Company fails to consummate a complete the initial Business Combination within 12 months from the required time period. The registered holders closing of the Representative’s Shares 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 as described in the Registration Statement). In addition, 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’s Representative Shares by any person, for a period of time ending on the later of the completion of the initial Business Combination and 180 days (pursuant to FINRA Conduct Rule 5110(g)(15110(e)(1)) following the effective date of the Registration Statement Effective Date to anyone other than (i) the Representative or an Underwriter underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer any officers, partners, registered persons or partner affiliates of the Representative or of any such Underwriter underwriter or selected dealerdealer in connection with the Offering. AdditionallyThereafter, pursuant transfers to FINRA Conduct Rule 5110(g), the Representative’s Shares will not others may be the made subject of any hedging, short sale, derivative, put to compliance with or call transaction that would result in the economic disposition of the exemptions from applicable securities by any person for a period of 180 days immediately following the effective date of the Registration Statementlaws. The certificates or book-entry positions for the Representative’s 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 2.24.5).{N0405512}

Representative’s Shares. The Company hereby agrees to issue to the Representative (and/or its designees), for no additional consideration, 200,000 325,000 Ordinary Shares (or 350,000 if the Over-Allotment Option is exercised in full) (the “Representative’s Shares”), of which up to 50,000 shares are subject to forfeiture as described in the Registration Statement. The Representative’s Shares shall be issued on the Closing Date. On such date, the Company shall deliver to the Representative (and/or its designees) certificates for the Representative’s Shares (or evidence of such shares being issued in book-entry form) in the name or names and in such denominations as the Representative may request. The Representative hereby agrees not to transfer, assign or sell any Representative’s Shares without the Company’s prior consent until the completion of an initial the Business Combination. The Representative’s Shares will be identical to the Ordinary Shares included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion or redemption rights with respect to such Representative’s Shares and shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination or amendment to the Charter Documents (as defined below) relating to pre-Business Combination activity activities and (ii) will have no right to any liquidation distributions with respect to any portion of the Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. The registered holders of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(1) following the effective date of the Registration Statement 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 of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(g), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s 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 2.24.5).

Representative’s Shares. The Company hereby agrees to issue to the Representative (and/or or its designees), for no additional considerationan aggregate purchase price of $100.00, 200,000 Ordinary Shares 253,000 shares of Common Stock (the “Representative’s Representative Shares”). The Representative’s Shares shall be issued ) on the Closing Date, of which up to 33,000 shall be subject to forfeiture in proportion to the amount of the Over-allotment Option that is not exercised. On such date, the The Company shall deliver to the Representative (and/or Representative, and its designees) certificates for the Representative’s Shares (or evidence , upon execution of such shares being issued in customary and mutually agreed upon investor representation letters, book-entry form) confirmations for the Representative Shares in the name or names and in such authorized denominations as the Representative may request. The Representative Representative, on behalf of itself and each of its designees or permitted assignees, hereby agrees not to transfer, assign or sell any Representative’s such Representative Shares without the Company’s prior consent until the completion of an the initial Business Combination. The In addition, the Representative’s Shares will be identical to the Ordinary Shares included in the Firm Units except the holders , on behalf of itself and each of its designees or permitted assignees, hereby agrees (i) shall not be entitled to exercise any conversion or waive its redemption rights (or right to participate in any tender offer) with respect to such Representative’s Shares and shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed the completion of the initial Business Combination or amendment to the Charter Documents (as defined below) relating to pre-Business Combination activity and (ii) will have no right to any liquidation waive its rights to liquidating distributions from the trust account with respect to any portion of the Representative’s Shares in the event such shares if the Company fails to consummate a complete the initial Business Combination within 12 months from the required time period. The registered holders closing of the Representative’s Shares 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 as described in the Registration Statement). In addition, 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’s Representative Shares by any person, for a period of time ending on the later of the completion of the initial Business Combination and 180 days (pursuant to FINRA Conduct Rule 5110(g)(15110(e)(1)) following the effective date of the Registration Statement Effective Date to anyone other than (i) the Representative or an Underwriter underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer any officers, partners, registered persons or partner affiliates of the Representative or of any such Underwriter underwriter or selected dealerdealer in connection with the Offering. AdditionallyThereafter, pursuant transfers to FINRA Conduct Rule 5110(g), the Representative’s Shares will not others may be the made subject of any hedging, short sale, derivative, put to compliance with or call transaction that would result in the economic disposition of the exemptions from applicable securities by any person for a period of 180 days immediately following the effective date of the Registration Statementlaws. The certificates or book-entry positions for the Representative’s 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 2.24.5).{N0394420 }

Representative’s Shares. The Company hereby agrees to issue to the Representative (and/or its designees), for no additional consideration, 200,000 375,000 Ordinary Shares (the “Representative’s Shares”), of which up to 50,000 shares are subject to forfeiture as described in the Registration Statement. The Representative’s Shares shall be issued on the Closing Date. On such date, the Company shall deliver to the Representative (and/or its designees) certificates for the Representative’s Shares (or evidence of such shares being issued in book-entry form) in the name or names and in such denominations as the Representative may request. The Representative hereby agrees not to transfer, assign or sell any Representative’s Shares without the Company’s prior consent until the completion of an initial the Business Combination. The Representative’s Shares will be identical to the Ordinary Shares included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion or redemption rights with respect to such Representative’s Shares and shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination or amendment to the Charter Documents (as defined below) relating to pre-Business Combination activity activities and (ii) will have no right to any liquidation distributions with respect to any portion of the Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. The registered holders of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(1) following the effective date of the Registration Statement 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 of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(g), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s 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 2.24.5).

Representative’s Shares. The Company hereby agrees to issue to the Representative (and/or its designees), for no additional consideration, 200,000 ) 150,000 Ordinary Shares on the Closing Date (the “Representative’s Shares”). The Delivery of the Representative’s Shares shall be issued made on the Closing Date. On such date, the The Company shall deliver to the Representative (and/or its designees) certificates for in the form of book-entry the Representative’s Shares (or evidence of such shares being issued in book-entry form) in the name or names and in such authorized denominations as the Representative may request. The Representative hereby agrees has agreed not to transfer, assign assign, sell, pledge, or sell hypothecate any such Representative’s Shares without the Company’s prior consent until the completion of an initial Business Combination. The Representative’s Shares will be identical to the Ordinary Shares included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion Shares, or redemption rights with respect to subject such Representative’s Shares and shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination or amendment to the Charter Documents (as defined below) relating to pre-Business Combination activity and (ii) will have no right to any liquidation distributions with respect to any portion of the Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. The registered holders of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(1) following the effective date of the Registration Statement 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 of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(g), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 until one hundred eighty (180) days immediately following the effective date commencement of sales in the Registration Statement. The certificates for Offering pursuant to FINRA Rule 5110(e)(1), except that (x) the Representative’s Shares shall contain legends may be transferred, in whole or in part, to reflect any member participating in the above FINRA Offering and contractual transfer restrictionsits officers or partners, its registered persons or affiliates, if all transferred securities remain subject to the lock-up restriction for the remainder of the one hundred eighty (180) days, (y) the Representative’s Shares may be transferred back to the issuer in a transaction exempt from registration with the Commission, or other exceptions as provided under FIRNA Rule 5110(e)(2). The holders In addition, the Representative has agreed, and will cause any transferee of the Representative’s Shares shall have registration to agree, (a) to waive its redemption rights with respect to such shares in connection with the completion of Company’s initial Business Combination or a shareholder vote to approve an amendment to the provisions of the Company’s Charter Documents (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial business combination or to redeem 100% of the Company’s public shares if the Company does not complete its initial business combination within 12 months from the Closing (or up to 18 months if the period of time to consummate a business combination is extended, as described in more detail in the Prospectus) or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, and (b) to waive its rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete its initial Business Combination within the prescribed timeline as provided for in the Registration Rights Agreement (as defined in Section 2.24.5)Charter Documents.

Representative’s Shares. The As additional consideration, the Company hereby agrees to issue to the Representative I-Bankers (and/or its designees)) on the Closing Date or Option Closing Date, for no additional considerationas applicable, 200,000 0.75% of the Ordinary Shares contained in the Units sold in the Offering at a purchase price of $0.01 per share (excluding any Ordinary Shares underlying the Warrants and the Rights contained in the Units) (the “Representative’s Shares”). The Representative’s Shares shall be issued on the Closing Date. On such date, the Company shall deliver to the Representative (and/or its designees) certificates for the Representative’s Shares (or evidence of such shares being issued in bookI-entry form) in the name or names and in such denominations as the Representative may request. The Representative hereby Bankers agrees not to transfer, assign or sell any of the Representative’s Shares without the Company’s Company prior written consent until the completion of an initial the Business Combination. The Representative’s Shares will be identical to the Ordinary Shares included in the Firm Units except the holders I-Bankers agrees (i) shall not be entitled to exercise any conversion or waive its redemption rights with respect to such Representative’s Shares and shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed the completion of the initial Business Combination or amendment to the Charter Documents (as defined below) relating to pre-Business Combination activity and (ii) will have no right to any liquidation waive its rights to liquidating distributions from the Trust Account with respect to any portion the Representative’s Shares if the Company fails to complete its initial Business Combination within 15 months from the Closing Date (or up to 21 months from the Closing Date if the Company extends the period of time to consummate a Business Combination). The Representative agrees by its acceptance of the Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. The registered holders of the Representative’s Shares Shares, that it will not not: (a) sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(1) following the effective date of the Registration Statement Effective Date to anyone other than than: (i) the Representative an underwriter or an Underwriter or a selected dealer participating in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter underwriter or selected dealer. Additionally, pursuant to in each case in accordance with FINRA Conduct Rule 5110(g5110(g)(1), and (b) cause the Representative’s Shares will not to be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person transaction, for a period of 180 days immediately following the Effective Date, that would result in the effective date of the Registration Statement. The certificates for the Representative’s Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders economic disposition of the Representative’s Shares shall have registration rights Shares, except as provided for in the Registration Rights Agreement (as defined in Section 2.24.5FINRA Rule 5110(g)(2).

Representative’s Shares. The As additional consideration, the Company hereby agrees to issue to the Representative I-Bankers (and/or its designees)) on the Closing Date or Option Closing Date, for no additional considerationas applicable, 200,000 0.75% of the Ordinary Shares contained in the Units sold in the Offering at a purchase price of $0.01 per share (excluding any Ordinary Shares underlying the Warrants and the Rights contained in the Units) (the “Representative’s Shares”). The Representative’s Shares shall be issued on the Closing Date. On such date, the Company shall deliver to the Representative (and/or its designees) certificates for the Representative’s Shares (or evidence of such shares being issued in bookI-entry form) in the name or names and in such denominations as the Representative may request. The Representative hereby Bankers agrees not to transfer, assign or sell any of the Representative’s Shares without the Company’s Company prior written consent until the completion of an initial the Business Combination. The Representative’s Shares will be identical to the Ordinary Shares included in the Firm Units except the holders I-Bankers agrees (i) shall not be entitled to exercise any conversion or waive its redemption rights with respect to such Representative’s Shares and shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed the completion of the initial Business Combination or amendment to the Charter Documents (as defined below) relating to pre-Business Combination activity and (ii) will have no right to any liquidation waive its rights to liquidating distributions from the Trust Account with respect to any portion the Representative’s Shares if the Company fails to complete its initial Business Combination within 15 months from the Closing Date (or up to 21 months from the Closing Date if the Company extends the period of time to consummate a Business Combination). The Representative agrees by its acceptance of the Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. The registered holders of the Representative’s Shares Shares, that it will not not: (a) sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(1) following the effective date of the Registration Statement Effective Date to anyone other than than: (i) the Representative an underwriter or an Underwriter or a selected dealer participating in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter underwriter or selected dealer. Additionally, pursuant to in each case in accordance with FINRA Conduct Rule 5110(g5110(g)(1), or (b) cause the Representative’s Shares will not to be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s Shares shall have registration rights Shares, except as provided for in the Registration Rights Agreement (as defined in Section 2.24.5FINRA Rule 5110(g)(2).