Common use of Securities Escrow Agreement Clause in Contracts

Securities Escrow Agreement. The Company has caused the Existing Stockholders to enter into a Stock Escrow Agreement and a Warrant Escrow Agreement (collectively, the “Securities Escrow Agreements”) with Continental (“Escrow Agent”), substantially in the form annexed as Exhibit 10.4 to the Registration Statement, whereby (i) the Ordinary Shares owned by the Existing Stockholders, prior to the Closing Date, (the “Existing Stockholders Shares”) will be held in escrow by the Escrow Agent, until one year from the date of consummation of a Business Combination (subject to certain exceptions as set forth in the Securities Escrow Agreements) and (ii) the Placement Warrants will be held in escrow by the Escrow Agent until the Company consummates a Business Combination; provided, however, that if the Escrow Agent is notified by the Company that the Company is being liquidated at any time during the applicable Escrow Period (as that term is defined in the Securities Escrow Agreements), then immediately prior to the effectiveness of such liquidation, the Escrow Agent shall promptly destroy the certificates representing the Existing Stockholders Shares and the Placement Warrants. During such escrow period, the Existing Stockholders shall be prohibited from selling or otherwise transferring such shares (except as otherwise set forth in the Securities Escrow Agreements) but will retain the right to vote such shares. To the Company’s knowledge, each Securities Escrow Agreement is enforceable against each of the Existing Stockholders and will not, with or without the giving of notice or the lapse of time or both, result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, any agreement or instrument to which any of the Existing Stockholders is a party. The Securities Escrow Agreements shall not be amended, modified or otherwise changed without the prior written consent of the Representative.

Securities Escrow Agreement. The Company has caused the Existing Stockholders to enter into a Stock Escrow Agreement and a Warrant Escrow Agreement an escrow agreement (collectively, the “Securities Escrow AgreementsAgreement”) with Continental CST (“Escrow Agent”), substantially in the form annexed as Exhibit 10.4 10.3 to the Registration Statement, whereby (i) the Ordinary Shares Common Stock owned by the Existing Stockholders, prior to the Closing Date, Stockholders (the “Existing Stockholders Shares”) will be held in escrow by the Escrow Agent, until one year from the date of consummation of a Business Combination (subject to certain exceptions as set forth in the Securities Escrow Agreements) and (ii) the Placement Warrants will be held in escrow by the Escrow Agent until such time that the Company consummates a Business Combination; provided, however, that if the Escrow Agent is notified by the Company that the Company is being liquidated at any time during the applicable Escrow Period (as that term is defined in the Securities Escrow AgreementsAgreement), then immediately prior to the effectiveness of such liquidation, the Escrow Agent shall promptly destroy the certificates representing the Existing Stockholders Shares and the Placement Warrants. During such escrow period, the Existing Stockholders shall be prohibited from selling or otherwise transferring such shares (except to spouses and children of Existing Stockholders and trusts established for their benefit and as otherwise set forth in the Securities Escrow AgreementsAgreement) but will retain the right to vote such shares. To the Company’s knowledge, each the Securities Escrow Agreement is enforceable against each of the Existing Stockholders and will not, with or without the giving of notice or the lapse of time or both, result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, any agreement or instrument to which any of the Existing Stockholders is a party. The Securities Escrow Agreements Agreement shall not be amended, modified or otherwise changed without the prior written consent of the Representative.

Securities Escrow Agreement. Section 2.22.2 is hereby amended and restated in its entirety as follows: "The Company has caused the Existing Stockholders to enter into a Stock Escrow Agreement and a Warrant Escrow Agreement an escrow agreement (collectively, the “"Securities Escrow Agreements”Agreement") with Continental CST (“"Escrow Agent”"), substantially in the form annexed as Exhibit 10.4 10.3 to the Registration Statement, whereby (i) the Ordinary Shares Common Stock owned by the Existing Stockholders, prior to the Closing Date, Stockholders (the “"Existing Stockholders Shares”") will be held in escrow by the Escrow Agent, until one year from the date of consummation of a Business Combination (subject to certain exceptions as set forth in the Securities Escrow Agreements) and (ii) the Placement Warrants will be held in escrow by the Escrow Agent until such time that the Company consummates a Business Combination; provided, however, (i) that if the Escrow Agent is notified by the Company that the Company is being liquidated at any time during the applicable Escrow Period (as that term is defined in the Securities Escrow AgreementsAgreement), then immediately prior to the effectiveness of such liquidation, the Escrow Agent shall promptly destroy the certificates representing the Existing Stockholders Shares and the Placement WarrantsWarrants and (ii) the Existing Stockholders may transfer up to 600,000 of the Existing Stockholder Shares to certain institutional investors approved by the Representative (the "Transferred Stock"), and in connection therewith, reduce or eliminate the lock-up period with respect to the Transferred Stock. During such Subject to the exception with respect to the Transferred Stock set forth above, during the escrow period, the Existing Stockholders shall be prohibited from selling or otherwise transferring such shares (except to spouses and children of Existing Stockholders and trusts established for their benefit and as otherwise set forth in the Securities Escrow AgreementsAgreement) but and, to the extent such Existing Stockholder Securities are not transferred as Transferred Stock, will retain the right to vote such sharesshares during the Escrow Period. To the Company’s 's knowledge, each the Securities Escrow Agreement is enforceable against each of the Existing Stockholders and will not, with or without the giving of notice or the lapse of time or both, result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, any agreement or instrument to which any of the Existing Stockholders is a party. The Securities Escrow Agreements Agreement shall not be amended, modified or otherwise changed without the prior written consent of the Representative."

Securities Escrow Agreement. The Company has caused the Existing Stockholders to enter into a Stock Escrow Agreement and a Warrant Escrow Agreement (collectively, the “Securities Escrow Agreements”) with Continental (“Escrow Agent”), substantially in the form annexed as Exhibit 10.4 to the Registration Statement, whereby (i) the Ordinary Shares owned by the Existing Stockholders, prior to the Closing Date, (the “Existing Stockholders Shares”) will be held in escrow by the Escrow Agent, until one year from the date of consummation of a Business Combination (subject to certain exceptions as set forth in the Securities Escrow Agreements) and (ii) the Placement Warrants will be held in escrow by the Escrow Agent until one year after the Company consummates a Business Combination; provided, however, that if the Escrow Agent is notified by the Company that the Company is being liquidated at any time during the applicable Escrow Period (as that term is defined in the Securities Escrow Agreements), then immediately prior to the effectiveness of such liquidation, the Escrow Agent shall promptly destroy the certificates representing the Existing Stockholders Shares and the Placement Warrants. During such escrow period, the Existing Stockholders shall be prohibited from selling or otherwise transferring such shares (except as otherwise set forth in the Securities Escrow Agreements) but will retain the right to vote such shares. To the Company’s knowledge, each Securities Escrow Agreement is enforceable against each of the Existing Stockholders and will not, with or without the giving of notice or the lapse of time or both, result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, any agreement or instrument to which any of the Existing Stockholders is a party. The Securities Escrow Agreements shall not be amended, modified or otherwise changed without the prior written consent of the Representative.