Common use of Representative’s Shares Clause in Contracts

Representative’s Shares. The Company hereby agrees to issue to the Representative (or its designees) 100,000 shares of Class A Common Stock (the “Representative Shares”) on the Closing Date. 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 As additional consideration, the Company hereby agrees to issue to the Representative I-Bankers (or and/or its designees) 100,000 on the Closing Date, 35,000 shares of Class A Common Stock at a purchase price of $0.01 per share (the “Representative Representative’s Shares”) on the Closing Date). 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 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 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). 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) 100,000 on the Closing Date, 35,000 shares of Class A Common Stock at a purchase price of $0.01 per share (the “Representative Representative’s Shares”) on the Closing Date). 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 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 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 (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)Closing Date. 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) 100,000 shares of Class A Common Stock (the “Representative Shares”) on the Closing Date or Option Closing Date, 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”). 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 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). 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.

Representative’s Shares. The As additional consideration, the Company hereby agrees to issue to the Representative I-Bankers (or and/or its designees) 100,000 on the Closing Date, 35,000 shares of Class A Common Stock at a purchase price of $0.01 per share (the “Representative Representative’s Shares”) on the Closing Date). 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 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 such shares the Representative’s Shares if the Company fails to complete the its initial Business Combination within 12 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)Closing Date. 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.