Common use of Representative’s Shares Clause in Contracts

Representative’s Shares. The Company agrees to issue to the Representative (and/or its designees) one percent. (1.0%) of the Ordinary Shares sold pursuant to the Offering and the exercise of the Over-Allotment Option (collectively the “Representative’s Shares”). Delivery of the Representative’s Shares shall be made on the Closing Date and the Option Closing Date. The Company shall deliver to the Representative (and/or its designees) in the form of book-entry the Representative’s Shares in the name or names and in such authorized denominations as the Representative may request. The Representative has agreed not to transfer, assign, sell, pledge, or hypothecate any such Representative’s Shares, or subject such Representative’s Shares to hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person until one hundred eighty (180) days immediately following the commencement of sales in the Offering pursuant to FINRA Rule 5110(e)(1), except that (x) the Representative’s Shares may be transferred, in whole or in part, to any member participating in the Offering and its 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 FINRA Rule 5110(e)(2). In addition, the Representative has agreed, and will cause any transferee of the Representative’s Shares to agree, (i) to waive its redemption rights with respect to such shares in connection with the completion of the Company’s 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 its initial business combination within 15 months (or such longer period that may be extended through a shareholder approval) from the closing of the Offering.

Representative’s Shares. The As additional consideration, the Company hereby agrees to issue to the Representative I-Bankers (and/or its designees) one percent. (1.0%) on the Closing Date or Option Closing Date, as applicable, 0.75% of the Ordinary Shares contained in the Units sold pursuant to in the Offering at a purchase price of $0.01 per share (excluding any Ordinary Shares underlying the Warrants and the exercise of Rights contained in the Over-Allotment Option Units) (collectively the “Representative’s Shares”). Delivery I-Bankers agrees not to transfer, assign or sell any of the Representative’s Shares shall be made on without the Closing Date and Company prior written consent until the Option Closing Date. The Company shall deliver to the Representative (and/or its designees) in the form of book-entry the Representative’s Shares in the name or names and in such authorized denominations as the Representative may request. The Representative has agreed not to transfer, assign, sell, pledge, or hypothecate any such Representative’s Shares, or subject such Representative’s Shares to hedging, short sale, derivative, put or call transaction that would result in the economic disposition completion of the securities by any person until one hundred eighty (180) days immediately following the commencement of sales in the Offering pursuant to FINRA Rule 5110(e)(1), except that (x) the Representative’s Shares may be transferred, in whole or in part, to any member participating in the Offering and its officers or partners, its registered persons or affiliates, if all transferred securities remain subject to the lockBusiness Combination. I-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 FINRA Rule 5110(e)(2). In addition, the Representative has agreed, and will cause any transferee of the Representative’s Shares to agree, Bankers agrees (i) to waive its redemption rights with respect to such shares in connection with the completion of the Company’s initial business combination, Business Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such shares the Representative’s Shares if the Company fails to complete its initial business combination Business Combination within 15 months from the Closing Date (or such longer period that may be extended through a shareholder approval) up to 21 months from the closing 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, that it will not: (a) 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) a bona fide officer or partner of the Representative or of any such underwriter or selected dealer, in each case in accordance with FINRA Conduct Rule 5110(g)(1), or (b) cause the 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 Representative’s Shares, except as provided for in FINRA 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) one percent. (1.0%) on the Closing Date or Option Closing Date, as applicable, 0.75% of the Ordinary Shares contained in the Units sold pursuant to in the Offering at a purchase price of $0.01 per share (excluding any Ordinary Shares underlying the Warrants and the exercise of Rights contained in the Over-Allotment Option Units) (collectively the “Representative’s Shares”). Delivery of the Representative’s Shares shall be made on the Closing Date and the Option Closing Date. The Company shall deliver to the Representative (and/or its designees) in the form of bookI-entry the Representative’s Shares in the name or names and in such authorized denominations as the Representative may request. The Representative has agreed not to transfer, assign, sell, pledge, or hypothecate any such Representative’s Shares, or subject such Representative’s Shares to hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person until one hundred eighty (180) days immediately following the commencement of sales in the Offering pursuant to FINRA Rule 5110(e)(1), except that (x) the Representative’s Shares may be transferred, in whole or in part, to any member participating in the Offering and its 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 FINRA Rule 5110(e)(2). In addition, the Representative has agreed, and will cause any transferee of the Representative’s Shares to agree, Bankers agrees (i) to waive its redemption rights with respect to such shares in connection with the completion of the Company’s initial business combination, Business Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such shares the Representative’s Shares if the Company fails to complete its initial business combination Business Combination within 15 12 months from the Closing Date (or such longer period that may be extended through a shareholder approval) up to 18 months from the closing 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, that it will not: (a) sell, transfer, assign, pledge or hypothecate the Representative’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’s Shares to be the subject of any hedging, short sale, derivative, put or call transaction, for a period of 360 days following the Effective Date, that would result in the effective economic disposition of the Representative’s Shares, except as provided for in FINRA Rule 5110(e)(2).

Representative’s Shares. The As additional consideration, the Company hereby agrees to issue to the Representative XX Xxxxxx (and/or its designees) one percent. on the Closing Date or Option Closing Date, as applicable, 22,500 shares of Common Stock (1.0%) or up to 25,875 shares of the Ordinary Shares sold pursuant to the Offering and the exercise of Common Stock if the Over-Allotment allotment Option is exercised) (collectively the “Representative’s Shares”). Delivery XX Xxxxxx agrees not to transfer, assign or sell any of the Representative’s Shares shall be made on without the Closing Date and Company’s prior written consent until the Option Closing Date. The Company shall deliver to the Representative (and/or its designees) in the form of book-entry the Representative’s Shares in the name or names and in such authorized denominations as the Representative may request. The Representative has agreed not to transfer, assign, sell, pledge, or hypothecate any such Representative’s Shares, or subject such Representative’s Shares to hedging, short sale, derivative, put or call transaction that would result in the economic disposition completion of the securities by any person until one hundred eighty (180) days immediately following the commencement of sales in the Offering pursuant to FINRA Rule 5110(e)(1), except that (x) the Representative’s Shares may be transferred, in whole or in part, to any member participating in the Offering and its 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 FINRA Rule 5110(e)(2)Business Combination. In addition, the Representative has agreed, and will cause any transferee of the Representative’s Shares to agree, XX Xxxxxx agrees (i) to waive its redemption rights with respect to such shares in connection with the completion of the Company’s initial business combination, Business Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such shares the Representative’s Shares if the Company fails to complete its initial business combination Business Combination within 15 12 months from the Closing Date (or such longer period that may be extended through a shareholder approval) up to 21 months from the closing Closing Date if the Company extends the period of time to consummate a Business Combination pursuant to the terms of the Charter Documents). The Representative agrees by its acceptance of the Representative’s Shares, that it will not: (a) 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, 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 (b) cause the Representative’s Shares to be the subject of any hedging, short sale, derivative, 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’s Shares, except as provided for in FINRA Rule 5110(e)(2).

Representative’s Shares. The As additional consideration, the Company hereby agrees to issue to the Representative I-Bankers (and/or its designees) one percent. (1.0%) on the Closing Date or Option Closing Date, as applicable, 0.75% of the Ordinary Shares contained in the Units sold pursuant to in the Offering at a purchase price of $0.01 per share (excluding any Ordinary Shares underlying the Warrants and the exercise of Rights contained in the Over-Allotment Option Units) (collectively the “Representative’s Shares”). Delivery of the Representative’s Shares shall be made on the Closing Date and the Option Closing Date. The Company shall deliver to the Representative (and/or its designees) in the form of bookI-entry the Representative’s Shares in the name or names and in such authorized denominations as the Representative may request. The Representative has agreed not to transfer, assign, sell, pledge, or hypothecate any such Representative’s Shares, or subject such Representative’s Shares to hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person until one hundred eighty (180) days immediately following the commencement of sales in the Offering pursuant to FINRA Rule 5110(e)(1), except that (x) the Representative’s Shares may be transferred, in whole or in part, to any member participating in the Offering and its 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 FINRA Rule 5110(e)(2). In addition, the Representative has agreed, and will cause any transferee of the Representative’s Shares to agree, Bankers agrees (i) to waive its redemption rights with respect to such shares in connection with the completion of the Company’s initial business combination, Business Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such shares the Representative’s Shares if the Company fails to complete its initial business combination Business Combination within 15 months from the Closing Date (or such longer period that may be extended through a shareholder approval) up to 21 months from the closing 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, that it will not: (a) sell, transfer, assign, pledge or hypothecate the Representative’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’s Shares to be the subject of any hedging, short sale, derivative, put or call transaction, for a period of 360 days following the Effective Date, that would result in the effective economic disposition of the Representative’s Shares, except as provided for in FINRA Rule 5110(e)(2).

Representative’s Shares. The Company hereby agrees to issue to the Representative (and/or or its designees), for an aggregate purchase price of $100.00, 284,625 shares of Common Stock (the “Representative Shares”) one percent. (1.0%) on the Closing Date, of the Ordinary Shares sold pursuant which up to 37,125 shall be subject to forfeiture in proportion to the Offering and the exercise amount of the Over-Allotment allotment Option (collectively the “Representative’s Shares”). Delivery of the Representative’s Shares shall be made on the Closing Date and the Option Closing Datethat is not exercised. The Company shall deliver to the Representative (and/or Representative, and its designees) in the form , upon execution of customary and mutually agreed upon investor representation letters, book-entry confirmations for the Representative’s Representative Shares in the name or names and in such authorized denominations as the Representative may request. The Representative has agreed Representative, on behalf of itself and each of its designees or permitted assignees, hereby agrees not to transfer, assign, sell, pledge, assign or hypothecate sell any such Representative’s Shares, or subject such Representative’s Representative Shares to hedging, short sale, derivative, put or call transaction that would result in until the economic disposition completion of the securities by any person until one hundred eighty (180) days immediately following the commencement of sales in the Offering pursuant to FINRA Rule 5110(e)(1), except that (x) the Representative’s Shares may be transferred, in whole or in part, to any member participating in the Offering and its 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 FINRA Rule 5110(e)(2)initial Business Combination. In addition, the Representative has agreedRepresentative, on behalf of itself and will cause any transferee each of the Representative’s Shares to agreeits designees or permitted assignees, hereby 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 Company’s initial business combination, Business Combination and (ii) to waive its rights to liquidating distributions from the Trust Account trust account with respect to such shares if the Company fails to complete its the initial business combination Business Combination within 15 12 months (or such longer period that may be extended through a shareholder approval) 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 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 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 Rule 5110(e)(1)) following the Effective Date to anyone other than (i) an underwriter or selected dealer in connection with the Offering., or (ii) any officers, partners, registered persons or affiliates of the Representative or of any underwriter or selected dealer in connection with the Offering. Thereafter, 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. {N0405512}