Common use of Representative’s Shares Clause in Contracts

Representative’s Shares. As additional consideration, the Company hereby agrees to issue to I-Bankers (and/or its designees) on the Closing Date, 35,000 shares of Class A Common Stock at a purchase price of $0.01 per share (the “Representative’s Shares”). I-Bankers agrees not to transfer, assign or sell any of the Representative’s Shares without the Company’s prior written consent until after the completion of the Business Combination. I-Bankers agrees (i) to vote such shares in favor of any proposed Business Combination, (ii) to waive its redemption rights with respect to such shares in connection with the completion of the initial Business Combination and (iii) to waive its rights to liquidating distributions from the Trust Account with respect to the Representative’s Shares if the Company fails to complete its initial Business Combination within 12 months from the Closing Date (or up to 18 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, that it will 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 or of any such underwriter or selected dealer, in each case in accordance with FINRA Conduct Rule 5110(g)(1), or 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(g)(2).

Representative’s Shares. As additional consideration, the The Company hereby agrees to issue to I-Bankers the Representative (and/or or its designees) on the Closing Date, 35,000 100,000 shares of Class A Common Stock at a purchase price of $0.01 per share (the “Representative’s Representative Shares”)) on the Closing Date. I-Bankers agrees The Representative has agreed not to transfer, assign or sell any of the Representative’s such Representative Shares without the Company’s prior written consent until after the completion of the initial Business Combination. I-Bankers agrees In addition, the Representative has agreed (i) to vote such shares in favor of any proposed Business Combination, (ii) to waive its redemption rights with respect to such shares in connection with the completion of the initial Business Combination and (iiiii) to waive its rights to liquidating distributions from the Trust Account trust account with respect to the Representative’s Shares such shares if the Company fails to complete its the initial Business Combination within 12 months from the Closing Date closing of the Offering (or up to 18 months from the Closing Date closing of this Offering if the Company extends the period of time to consummate a an initial Business CombinationCombination by the full amount of time). 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 or of any such underwriter or selected dealer, in each case in accordance with FINRA Conduct Rule 5110(g)(1)Shares, or cause the Representative’s Representative 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’s SharesRepresentative Shares by any person, except as provided for in a period of 180 days (pursuant to FINRA Rule 5110(g)(25110(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. As additional consideration, the Company hereby agrees to issue to I-Bankers (and/or its designees) on the Closing Date, 35,000 shares of Class A Common Stock at a purchase price of $0.01 per share (the “Representative’s Shares”). I-Bankers agrees not to transfer, assign or sell any of the Representative’s Shares without the Company’s prior written consent until after the completion of the Business Combination. I-Bankers agrees (i) to vote such shares in favor of any proposed Business Combination, (ii) to waive its redemption rights with respect to such shares in connection with the completion of the initial Business Combination and (iii) to waive its rights to liquidating distributions from the Trust Account with respect to the Representative’s Shares if the Company fails to complete its initial Business Combination within 12 21 months from the Closing Date (or up to 18 months from the Closing Date if the Company extends the period of time to consummate a Business Combination)Date. The Representative agrees, by its acceptance of the Representative’s Shares, that it will 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 or of any such underwriter or selected dealer, in each case in accordance with FINRA Conduct Rule 5110(g)(1), or 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(g)(2).

Representative’s Shares. As additional consideration, the Company hereby agrees to issue to I-Bankers (and/or its designees) on the Closing Date or Option Closing Date, 35,000 shares of Class A Common Stock as applicable, 75,000 Ordinary Shares (or up to 86,250 Ordinary Shares if the Over-allotment Option is exercised) 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”). I-Bankers agrees not to transfer, assign or sell any of the Representative’s Shares without the Company’s prior written consent until after the completion of the Business Combination. I-Bankers agrees (i) to vote such shares in favor of any proposed Business Combination, (ii) to waive its redemption rights with respect to such shares in connection with the completion of the initial Business Combination and (iiiii) to waive its rights to liquidating distributions from the Trust Account with respect to the Representative’s Shares if the Company fails to complete its initial Business Combination within 12 months from the Closing Date (or up to 18 months from the Closing Date if the Company extends the period of time to consummate a Business Combination). The Representative agrees, 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 180 360 days following the Effective Date to anyone other than: (i) an underwriter or a selected dealer participating in the Offering Offering, or (ii) an officer officer, partner, registered person, or partner affiliate of the Representative or of any such underwriter or selected dealer, in each case in accordance with FINRA Conduct Rule 5110(g)(15110(e)(1), or and (b) cause the Representative’s Shares to be the subject of any hedging, short sale, derivative, put or call transaction transaction, for a period of 180 360 days following the Effective Date Date, that would result in the effective economic disposition of the Representative’s Shares, except as provided for in FINRA Rule 5110(g)(25110(e)(2).