Common use of Services and Fees Clause in Contracts

Services and Fees. (a) The Advisors will, from time to time, upon the Company’s request and in consultation with the Company: (i) Assist the Company in arranging meetings with its stockholders to discuss one or more potential Business Combinations, including discussions of the applicable potential Target’s attributes; (ii) Introduce the Company to potential investors to purchase the Company’s securities in connection with the Business Combination; (iii) Provide financial advisory services to assist the Company in the Company’s efforts to obtain any stockholder approval for one or more Business Combinations, until such time as the Company has completed an initial Business Combination; and (iv) Assist the Company with any press releases and/or filings related to the Business Combination or related Target (the activities described in the foregoing clauses (i)-(iv), the “Services”). Notwithstanding anything to the contrary contained herein, the Services to be provided for hereunder will not include any solicitation of potential investors in connection with the IPO or Business Combination. (b) As compensation for the Services, the Company will pay the Advisors a cash fee equal to, in the aggregate, 3.5% of the gross proceeds received by the Company from the sale of its equity securities pursuant to the Registration Statement during the IPO, including any proceeds from the full or partial exercise of the underwriters’ over-allotment option described therein (the “Fee”) with 2.25% of the 3.5% paid to Cantor and 1.25% of the 3.5% paid to Moelis. The Fee is due and payable to the Advisors by wire transfer at the closing of the initial Business Combination (“Closing”). If a proposed Business Combination is not consummated for any reason during the 24-month period beginning on the consummation of the IPO (as such period may be extended), no Fee shall be due or payable to the Advisors hereunder. The Fee shall be exclusive of any other fees which may become payable to the Advisors pursuant to any other agreement between the Advisors and the Company or the Target.

Services and Fees. (a) The Advisors Advisor will, from time to time, upon the Company’s request and in consultation with the Company: (i) Assist the Company in arranging meetings with its stockholders to discuss one or more preparing presentations for each potential Business Combinations, including discussions of the applicable potential Target’s attributesCombination; (ii) Assist the Company in arranging meetings with Company stockholders, including making calls directly to stockholders, to discuss each potential Business Combination and each potential Target’s attributes and providing regular market feedback, including written status reports, from these meetings and participate in direct interaction with stockholders, in all cases to the extent legally permissible; (iii) Introduce the Company to potential investors to purchase the Company’s securities in connection with the Business Combination; (iii) Provide financial advisory services to assist the Company in the Company’s efforts to obtain any stockholder approval for one or more Business Combinations, until such time as the Company has completed an initial each potential Business Combination; and (iv) Assist the Company with the preparation of any press releases and/or and filings related to the each potential Business Combination or related Target (the activities described in the foregoing clauses (i)-(iv), the “Services”). Notwithstanding anything to the contrary contained herein, the Services to be provided for hereunder will not include any solicitation of potential investors in connection with the IPO or Business Combination. (b) As compensation for the Services, the Company will pay the Advisors Advisor a cash fee equal to, in the aggregate, to 3.5% of the gross proceeds received by the Company from in the sale of its equity securities pursuant to the Registration Statement during the IPO, including any proceeds from the full or partial exercise of the underwriters’ over-allotment option described therein IPO (the “Fee”) with 2.25% of the 3.5% paid to Cantor and 1.25% of the 3.5% paid to Moelis). The Fee is shall be due and payable to the Advisors by wire transfer at the closing of the initial Business Combination (“Closing”). If a proposed Business Combination is not consummated for any reason during the 24-month period beginning on the consummation of the IPO (as such period may be extended)reason, no Fee shall be due or payable to the Advisors hereunder. payable. (c) The Fee shall be exclusive of any other finder’s fees which may become payable to the Advisors Advisor pursuant to any other agreement between the Advisors X. Xxxxx and the Company or the Target. (d) Notwithstanding anything to the contrary contained herein, no portion of the Fee will be paid prior to the date that is 60 days from the effective date of the Registration Statement, unless FINRA determines that such payment would not be deemed underwriters’ compensation in connection with this offering pursuant to FINRA Rule 5110.01(b)(2).

Services and Fees. (a) The Advisors Advisor will, from time to time, upon the Company’s request and in consultation with the Company: (i) Assist the Company in arranging meetings with its stockholders to discuss one or more potential Business Combinations, including discussions of making calls to stockholders and providing business updates and marketing feedback, in all cases to the applicable potential Target’s attributesextent legally permissible; (ii) Introduce the Company to potential investors to purchase the Company’s publicly-traded securities in connection with after-market transactions following the public announcement of the Business Combination; (iii) Provide financial advisory services to assist the Company in the Company’s its efforts to obtain any stockholder approval for one or more Business Combinations, until such time as the Company has completed an initial Business Combination; and (iv) Assist the Company with any press releases and/or filings related to the any Business Combination or related Target Targets (the activities described in the foregoing clauses (i)-(iv), the “Services”). Notwithstanding anything to the contrary contained herein, the Services to be provided for hereunder will not include (x) any solicitation of potential investors in connection with the IPO or any Business Combination, (y) any solicitation of proxies in connection with the Business Combination, or (z) any provision of M&A-related advisory services. In the event that the Company requests that the Advisor provide any placement agent and/or M&A-related advisory services, such engagement will be set forth in one or more separate agreements between the Company and the Advisor. (b) As compensation for the Services, the Company will pay the Advisors Advisor a cash fee equal to, in the aggregate, 3.5% of the gross proceeds received by the Company from the sale of its equity securities pursuant to the Registration Statement during in connection with the IPO, including any proceeds from the full or partial exercise of the underwriters’ over-allotment option described therein (the “Fee”) with 2.25% of the 3.5% paid to Cantor and 1.25% of the 3.5% paid to Moelis). The Fee is due and payable to the Advisors Advisor by wire transfer at the closing of the initial Business Combination (“Closing”). If a proposed Business Combination is not consummated for any reason during the 2418-month period beginning on the consummation of the IPO (as such period may be extended)extended pursuant to the Company’s amended and restated certificate of incorporation) from the closing of the IPO, no Fee shall be due or payable to the Advisors Advisor hereunder. The Fee shall be exclusive of any other fees which may become payable to the Advisors Advisor pursuant to any other agreement between among the Advisors Advisor and the Company or the any Target.

Services and Fees. (a) The Advisors will, from time to time, upon the Company’s request and in consultation with the Company: (i) Assist the Company in arranging meetings with its stockholders to discuss one or more potential Business Combinations, including discussions of the applicable making calls directly to stockholders to discuss each potential Business Combination and each potential Target’s attributesattributes and providing regular marketing feedback, including written status reports, from these meetings and participate in direct interaction with stockholders, in all cases to the extent legally permissible; (ii) Assist the Company in preparing presentations to be used with the Company’s stockholders for each potential Business Combination; (iii) Introduce the Company to potential investors to purchase the Company’s securities in connection with the Business Combination; (iiiiv) Provide financial advisory services to assist the Company in the Company’s efforts to obtain any stockholder approval for one or more Business Combinations, until such time as the Company has completed an initial Business Combination; and; (ivv) Assist the Company with any press releases and/or filings related to the Business Combination or related Target Target; and (vi) Assist the Company with any other reasonable marketing services as may be customary and appropriate in connection with the Company’s consummation of a Business Combination (the activities described in the foregoing clauses (i)-(ivi)-(vi), the “Services”). Notwithstanding anything to the contrary contained herein, the Services to be provided for hereunder will not include any solicitation of potential investors in connection with the IPO or Business Combination. (b) As compensation for the Services, the Company will pay the Advisors a cash fee equal to, in the aggregate, 3.5% of the gross proceeds received by the Company from the sale of its equity securities pursuant to the Registration Statement during the IPO, including any proceeds from the full or partial exercise of the underwriters’ over-allotment option described therein (the “Fee”) with 2.25% of the 3.5% paid to Cantor and 1.25% of the 3.5% paid to Moelis). The Fee is due and payable to the Advisors by wire transfer at the closing of the initial Business Combination (“Closing”), and shall be allocated as agreed to among the Advisors. If a proposed Business Combination is not consummated for any reason during the 2421-month period beginning on from the consummation closing of the IPO (as such period may be extended), no Fee shall be due or payable to the Advisors hereunder. The Fee shall be exclusive of any other fees which may become payable to the Advisors pursuant to any other agreement between the Advisors and the Company or the Target.

Services and Fees. (a) The Advisors will, from time to time, upon the Company’s request and in consultation with the Company: (i) Assist the Company in arranging meetings with its stockholders to discuss one or more potential Business Combinations, including discussions of the applicable potential Target’s attributes; (ii) Introduce the Company to potential investors to purchase the Company’s securities in connection with the Business Combination; (iii) Provide financial advisory services to assist the Company in the Company’s efforts to obtain any stockholder approval for one or more Business Combinations, until such time as the Company has completed an initial Business Combination; and (iv) Assist the Company with any press releases and/or filings related to the Business Combination or related Target (the activities described in the foregoing clauses (i)-(iv), the “Services”). Notwithstanding anything to the contrary contained herein, the Services to be provided for hereunder will not include any solicitation of potential investors in connection with the IPO or Business Combination. (b) As compensation for the Services, the Company will pay the Advisors a cash fee equal to, in the aggregate, 3.5% of the gross proceeds received by the Company from the sale of its equity securities pursuant to the Registration Statement during the IPO, including any proceeds from the full or partial exercise of the underwriters’ over-allotment option described therein (the “Fee”) with 2.25% of the 3.5% paid to Cantor and 1.25% of the 3.5% paid to Moelis). The Fee is due and payable to the Advisors by wire transfer at the closing of the initial Business Combination (“Closing”), and shall be allocated as agreed to among the Advisors. If a proposed Business Combination is not consummated for any reason during the 24-month period beginning on the consummation of the IPO (as such period may be extended), no Fee shall be due or payable to the Advisors hereunder. The Fee shall be exclusive of any other fees which may become payable to the Advisors pursuant to any other agreement between the Advisors and the Company or the Target.

Services and Fees. (a) The Advisors Advisor will, from time to time, upon the Company’s request and in consultation with the Company: (i) Assist the Company in arranging meetings with its stockholders to discuss one or more potential Business Combinations, including discussions of the applicable potential Target’s attributes; (ii) Introduce the Company to potential investors to purchase the Company’s securities in connection with the Business Combination; (iii) Provide financial advisory services to assist the Company in the Company’s efforts to obtain any stockholder approval for one or more Business Combinations, until such time as the Company has completed an initial Business Combination; and (iv) Assist the Company with any press releases and/or filings related to the Business Combination or related Target (the activities described in the foregoing clauses (i)-(iv), the “Services”). Notwithstanding anything to the contrary contained herein, the Services to be provided for hereunder will not include any solicitation of potential investors in connection with the IPO or Business Combination. (b) As compensation for the Services, the Company will pay the Advisors Advisor a cash fee equal to, in the aggregate, 3.54.5% of the gross proceeds received by the Company from the sale of its equity securities pursuant to the Registration Statement during the IPO, including any proceeds from the full or partial exercise of the underwriters’ over-allotment option described therein (the “Fee”) with 2.25% of the 3.5% paid to Cantor and 1.25% of the 3.5% paid to Moelis). The Fee is due and payable to the Advisors Advisor by wire transfer at the closing of the initial Business Combination (“Closing”). If a proposed Business Combination is not consummated for any reason during the 24-month period beginning on the consummation of the IPO (as such period may be extended), no Fee shall be due or payable to the Advisors hereunder. The Fee shall be exclusive of any other fees which may become payable to the Advisors Advisor pursuant to any other agreement between the Advisors Advisor and the Company or the Target.

Services and Fees. (a) The Advisors Advisor will, from time to time, upon the Company’s request and in consultation with the Company: (i) Assist the Company in arranging meetings with its stockholders to discuss one or more preparing presentations for each potential Business Combinations, including discussions of the applicable potential Target’s attributesCombination; (ii) Introduce Assist the Company in (i) arranging meetings with Company stockholders, including making calls directly to stockholders, to discuss each potential investors to purchase the CompanyBusiness Combination and each potential Target’s securities attributes, (ii) providing regular market feedback, including written status reports, from these meetings and participate in connection direct interaction with the Business Combination; stockholders, and (iii) Provide providing financial advisory services to assist the Company in the Company’s its efforts to obtain any stockholder approval for one or more Business Combinations, until such time as the Company has completed an initial Business Combination, in all cases to the extent legally permissible; (iii) Introduce the Company to potential investors to purchase the Company’s securities in connection with each potential Business Combination; and (iv) Assist the Company with the preparation of any press releases and/or filings related to the each potential Business Combination or related Target (the activities described in the foregoing clauses (i)-(iv), the “Services”). Notwithstanding anything to the contrary contained herein, the Services to be provided for hereunder will not include any solicitation of potential investors in connection with the IPO or Business Combination. (b) As compensation for the Services, the Company will pay the Advisors Advisor a cash fee equal to, in the aggregate, 3.5to 3.80% of the gross proceeds received by the Company from the sale of its equity securities pursuant to the Registration Statement during in the IPO, including any or 3.76% of the gross proceeds from received by the full or partial exercise of Company in the IPO if the underwriters’ over-allotment option described therein is exercised in full (the “Fee”) with 2.25% of the 3.5% paid to Cantor and 1.25% of the 3.5% paid to Moelis). The Fee is shall be due and payable to the Advisors by wire transfer at the closing of the initial Business Combination (“Closing”). If a proposed Business Combination is not consummated for any reason during the 24-month period beginning on the consummation of the IPO (as such period may be extended)reason, no Fee shall be due or payable to the Advisors hereunder. payable. (c) The Fee shall be exclusive of any other finder’s fees which may become payable to the Advisors Advisor pursuant to any other agreement between the Advisors Canaccord and the Company or the Target. (d) Notwithstanding anything to the contrary contained herein, no portion of the Fee will be paid prior to the date that is 90 days from the effective date of the Registration Statement, unless FINRA determines that such payment would not be deemed underwriters’ compensation in connection with this offering pursuant to FINRA Rule 5110(c)(3)(B)(ii).

Services and Fees. (a) The Advisors Advisor will, from time to time, upon the Company’s request and in consultation with the Company: (i) Assist the Company in arranging meetings with its stockholders to discuss one or more potential Business Combinations, including discussions of the applicable potential Target’s attributes; (ii) Introduce the Company to potential investors to purchase the Company’s securities in connection with the Business Combination; (iii) Provide financial advisory services to assist the Company in the Company’s efforts to obtain any stockholder approval for one or more Business Combinations, until such time as the Company has completed an initial Business Combination; and (iv) Assist the Company with any press releases and/or filings related to the Business Combination or related Target (the activities described in the foregoing clauses (i)-(iv), the “Services”). Notwithstanding anything to the contrary contained herein, the Services to be provided for hereunder will not include any solicitation of potential investors in connection with the IPO or any Business Combination. (b) As compensation for the Services, the Company will pay the Advisors Advisor a cash fee equal to, in the aggregate, 3.5% of the gross proceeds received by the Company from the sale of its equity securities pursuant to the Registration Statement during the IPO, including any proceeds from the full or partial exercise of the underwriters’ over-allotment option described therein (the “Fee”) with 2.25% of the 3.5% paid to Cantor and 1.25% of the 3.5% paid to Moelis). The Fee is due and payable to the Advisors Advisor by wire transfer at the closing of the initial Business Combination (“Closing”). If a proposed Business Combination is not consummated for any reason during the 24-month period beginning on from the consummation closing of the IPO (as such period may be extendedextended pursuant to the Company’s amended and restated certificate of incorporation), no Fee shall be due or payable to the Advisors Advisor hereunder. The Fee shall be exclusive of any other fees which may become payable to the Advisors Advisor pursuant to any other agreement between the Advisors Advisor and the Company or the Target.

Services and Fees. (a) The Advisors will, from time to time, upon the Company’s request and in consultation with the Company: (i) Assist the Company in arranging Hold meetings with its Company stockholders to discuss one or more potential Business Combinations, including discussions of the applicable each potential Target’s attributes; (ii) Introduce the Company to potential investors to purchase the Company’s securities in connection with the Business Combination; (iii) Provide financial advisory services to assist Assist the Company in the Company’s its efforts to obtain any stockholder approval approval, including assistance with proxy statement(s) and/or tender offer materials, for one or more Business Combinations, until such time as the Company has completed an initial Business Combination; and (iv) Assist the Company with any press releases and/or filings related to the Business Combination or related the Target (the activities described in the foregoing clauses (i)-(iv), the “Services”). Notwithstanding anything to the contrary contained herein, the Services to be provided for hereunder will not include any solicitation of potential investors in connection with the IPO or Business CombinationIPO. (b) As compensation for the Services, the Company will pay the Advisors a cash fee equal to, in the aggregate, (i) 3.5% of the gross proceeds received by the Company from the sale of its equity securities pursuant to the Registration Statement during the IPO, including excluding any proceeds from the full or partial exercise of the underwriters’ over-allotment option described therein (the “FeeOver-Allotment Option”), plus (ii) with 2.255.033333% of the 3.5% paid to Cantor and 1.25% gross proceeds received by the Company from the sale of its equity securities upon the full or partial exercise of the 3.5% paid to MoelisOver-Allotment Option (collectively, the “Fee”). The Fee is due and payable to the Advisors by wire transfer at the closing of the initial Business Combination (“Closing”)) and shall be allocated as agreed to among the Advisors. If a proposed Business Combination is not consummated for any reason during the 24-month period beginning on the consummation of the IPO (as such period may be extended)reason, no Fee shall be due or payable to the Advisors hereunder. The Fee shall be exclusive of any other fees which may become payable to the Advisors pursuant to any other agreement between the Advisors and the Company or the Target.

Services and Fees. (a) The Advisors Advisor will, from time to time, upon the Company’s request and in consultation with the Company: (i) Assist the Company in arranging Hold meetings with its Company stockholders to discuss one or more potential Business Combinations, including discussions of the applicable each potential Target’s attributes; (ii) Introduce the Company to potential investors to purchase the Company’s securities in connection with the Business Combination; (iii) Provide financial advisory services to assist Assist the Company in the Company’s its efforts to obtain any stockholder approval approval, including assistance with proxy statement(s) and/or tender offer materials, for one or more Business Combinations, until such time as the Company has completed an initial Business Combination; and (iv) Assist the Company with any press releases and/or filings related to the Business Combination or related the Target (the activities described in the foregoing clauses (i)-(iv), the “Services”). Notwithstanding anything to the contrary contained herein, the Services to be provided for hereunder will not include any solicitation of potential investors in connection with the IPO or Business CombinationIPO. (b) As compensation for the Services, the Company will pay the Advisors Advisor a cash fee equal to, in the aggregate, to (i) 3.5% of the gross proceeds received by the Company from the sale of its equity securities pursuant to the Registration Statement during the IPO, including excluding any proceeds from the full or partial exercise of the underwriters’ over-allotment option described therein (the “FeeOver-Allotment Option”), plus (ii) with 2.255.033333% of the 3.5% paid to Cantor and 1.25% gross proceeds received by the Company from the sale of its equity securities upon the full or partial exercise of the 3.5% paid to MoelisOver-Allotment Option (collectively, the “Fee”). The Fee is due and payable to the Advisors Advisor by wire transfer at the closing of the initial Business Combination (“Closing”). If a proposed Business Combination is not consummated for any reason during the 24-month period beginning on the consummation of the IPO (as such period may be extended)reason, no Fee shall be due or payable to the Advisors Advisor hereunder. The Fee shall be exclusive of any other fees which may become payable to the Advisors Advisor pursuant to any other agreement between the Advisors Advisor and the Company or the Target.

Services and Fees. (a) The Advisors Advisor will, from time to time, upon the Company’s request and in consultation with the Company: (i) Assist the Company in arranging meetings with its stockholders to discuss one or more potential Business Combinations, including discussions of the applicable potential Target’s attributes; (ii) Introduce the Company to potential investors to purchase the Company’s securities in connection with the Business Combination; (iii) Provide financial advisory services to assist the Company in the Company’s efforts to obtain any stockholder approval for one or more Business Combinations, until such time as the Company has completed an initial Business Combination; and (iv) Assist the Company with any press releases and/or filings related to the Business Combination or related Target (the activities described in the foregoing clauses (i)-(iv), the “Services”). Notwithstanding anything to the contrary contained herein, the Services to be provided for hereunder will not include any solicitation of potential investors in connection with the IPO or Business CombinationIPO. (b) As compensation for the Services, the Company will pay the Advisors Advisor a cash fee equal to, in the aggregate, [[60%] [40%] of 3.5% %] of the gross proceeds received by the Company from the sale of its equity securities pursuant to the Registration Statement during the IPO, including any proceeds from the full or partial exercise of the underwriters’ over-allotment option described therein (the “Fee”) with 2.25% of the 3.5% paid to Cantor and 1.25% of the 3.5% paid to Moelis). The Fee is due and payable to the Advisors Advisor by wire transfer at the closing of the initial Business Combination (“Closing”). If a proposed Business Combination is not consummated for any reason during the 2418-month period beginning on the consummation of the IPO (as such period may be extended), no Fee shall be due or payable to the Advisors Advisor hereunder. [Furthermore, payment of the Fee is contingent on Xxxx Xxxxxxxxxx still being affiliated with the Advisor at the time of the Closing.] The Fee shall be exclusive of any other fees which may become payable to the Advisors Advisor pursuant to any other agreement between the Advisors Advisor and the Company or the Target.

Services and Fees. (a) The Advisors will, from time to time, upon the Company’s request and in consultation with the Company: (i) Assist the Company in arranging Hold meetings with its Company stockholders to discuss one or more potential Business Combinations, including discussions of the applicable each potential Target’s attributes; (ii) Introduce the Company to potential investors to purchase the Company’s securities in connection with the Business Combination; (iii) Provide financial advisory services to assist Assist the Company in the Company’s its efforts to obtain any stockholder approval approval, including assistance with proxy statement(s) and/or tender offer materials, for one or more Business Combinations, until such time as the Company has completed an initial Business Combination; and (iv) Assist the Company with any press releases and/or filings related to the Business Combination or related the Target (the activities described in the foregoing clauses (i)-(iv), the “Services”). Notwithstanding anything to the contrary contained herein, the Services to be provided for hereunder will not include any solicitation of potential investors in connection with the IPO or Business CombinationIPO. (b) As compensation for the Services, the Company will pay the Advisors a cash fee equal to, in the aggregate, (i) 3.5% of the gross proceeds received by the Company from the sale of its equity securities pursuant to the Registration Statement during the IPO, including excluding any proceeds from the full or partial exercise of the underwriters’ over-allotment option described therein (the “FeeOver-Allotment Option”), plus (ii) with 2.255.033333% of the 3.5% paid to Cantor and 1.25% gross proceeds received by the Company from the sale of its equity securities upon the full or partial exercise of the 3.5% paid to MoelisOver-Allotment Option (collectively, the “Fee”). The Fee is due and payable to the Advisors by wire transfer at the closing of the initial Business Combination (“Closing”), and shall be allocated as agreed to among the Advisors. If a proposed Business Combination is not consummated for any reason during the 24-month period beginning on the consummation of the IPO (as such period may be extended)reason, no Fee shall be due or payable to the Advisors hereunder. The Fee shall be exclusive of any other fees which may become payable to the Advisors pursuant to any other agreement between the Advisors and the Company or the Target.