Common use of The Escrow Securities Clause in Contracts

The Escrow Securities. The Escrow Agent shall hold fifty percent (50%) of the Escrow Securities, as set forth in Schedule A, until it receives a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company stating that date which is nine (9) months after the date on which the Company consummates its initial Business Combination (as hereinafter defined) has occurred (the “First Escrow Period”). The Escrow Agent shall hold the remaining fifty percent (50%) of the Escrow Securities, as set forth in Schedule A, until it receives a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company stating that the date which is one (1) year after the date on which the Company consummates its initial Business Combination (the “Second Escrow Period”) has occurred (the “Second Escrow Securities”). Following the termination of either the First Escrow Period or the Second Escrow Period (as applicable), the Escrow Agent shall, upon written instructions from each Initial Shareholder, disburse each of the Initial Shareholder’s Escrow Securities to such Initial Shareholder; provided however, that if, after the Company consummates a Business Combination, it (or the surviving entity) subsequently consummates a liquidation, merger, share exchange or other similar transaction which results in all of its Shareholders of such entity having the right to exchange their Ordinary Shares for cash, securities or other property, then the Escrow Agent will, upon receipt of a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, stating that such transaction is then being consummated, release the Escrow Securities to the Initial Shareholders immediately prior to the consummation of such transaction so that they can similarly participate; provided further, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the applicable Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Securities; and provided further, that if the Escrow Agent is notified by the Company that Chardan did not exercise its overallotment option (as further described in the Registration Statement) or exercised it in part, an amount such that the remaining Ordinary Shares included in the Escrow Securities shall not exceed 25.4% of the outstanding Ordinary Shares post-Public Offering (but in no event more than 204,000 Escrow Securities) shall be forfeited by the Initial Shareholders and cancelled by the Company and the Escrow Agent shall promptly destroy the certificates representing such Escrow Securities. For purposes of this Agreement, (i) a “Business Combination” shall mean an acquisition by a stock exchange, asset acquisition or other similar business combination, or controlling, through contractual arrangements, of one or more target businesses having a fair market value of at least 80% of the Company’s net assets at the time of such acquisition.

The Escrow Securities. The Escrow Agent shall hold fifty percent (50%1) of the Escrow Securities, as set forth in Schedule A, until it receives a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company stating that date which is nine (9) months after the date on which the Company consummates its initial Business Combination (as hereinafter defined) has occurred (the Securities listed under “First Escrow Period”). The Escrow Agent shall hold the remaining fifty percent (50%) of the Escrow Securities, as set forth in ” on Schedule A, A until it receives a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company stating that the date which is one Company’s initial Business Combination (1as hereinafter defined) year after has occurred (the date “First Escrow Period”), (2) the Escrow Securities listed under “Second Escrow Period” on which Schedule A until it receives a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company consummates its stating that the last sales price of the Company’s ordinary shares has equaled or exceeded $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) for at least one period of 20 trading days within any 30-trading day period within 12 months following the closing of the initial Business Combination (the “Second Escrow Period”), and (3) the Escrow Securities listed under “Third Escrow Period” on Schedule A until it receives a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company stating that the last sales price of the Company’s ordinary shares has occurred equaled or exceeded $13.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) for at least one period of 20 trading days within any 30-trading day period between 12 and 24 months following the closing of the Company’s initial Business Combination (the “Second Third Escrow SecuritiesPeriod”). Following the termination of either the First Escrow Period, the Second Escrow Period or the Second Third Escrow Period (as applicable), the Escrow Agent shall, upon written instructions from each Initial Shareholder, disburse each of the Initial Shareholder’s Escrow Securities to such Initial Shareholder; provided however, that if, after the Company consummates a Business Combination, it (or the surviving entity) subsequently consummates a liquidation, merger, share exchange or if there is a tender offer for the Company’s Securities, or other similar transaction which results in all of its the Shareholders of such entity having the right to exchange their Ordinary Shares or Warrants for cash, securities or other property, then the Escrow Agent will, upon receipt of a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, stating that such transaction is then being consummated, release the Escrow Securities to the Initial Shareholders immediately prior to the consummation of such transaction so that they can similarly participate; provided further, that if the Escrow Agent is notified by the Company (1) pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the applicable Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow SecuritiesSecurities (2) that the last sales price of the Company’s ordinary shares did not equal or exceed $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) for at least one period of 20 trading days within any 30-trading day period within 12 months following the closing of the initial Business Combination, then the Escrow Agent shall promptly destroy the Escrow Securities listed under “Second Escrow Period” on Schedule A, and (3) that the last sales price of the Company’s ordinary shares did not equal or exceed $13.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) for at least one period of 20 trading days within any 30-trading day period between 12 and 24 months following the closing of the initial Business Combination, then the Escrow Agent shall promptly destroy the Escrow Securities listed under “Third Escrow Period” on Schedule A; and provided further, that if the Escrow Agent is notified by the Company that Chardan did not exercise its overallotment option (as further described in the Registration Statement) or exercised it in part, an amount such that the remaining Ordinary Shares included in the Escrow Securities shall not exceed 25.4% of the outstanding Ordinary Shares post-Public Offering (but in no event more than 204,000 Escrow Securities) shall be forfeited by the Initial Shareholders and cancelled by the Company and the Escrow Agent shall promptly destroy the certificates representing such Escrow Securities. For purposes of this Agreement, (i) a “Business Combination” shall mean an acquisition by a stock exchange, asset acquisition or other similar business combination, or controlling, through contractual arrangements, of one or more target businesses having a fair market value of at least 80% of the Company’s net assets at the time of such acquisition.

The Escrow Securities. The Escrow Agent shall hold fifty percent (50%1) of the Escrow Securities, as set forth in Securities listed under “Warrant Escrow” on Schedule A, until it receives a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company stating that date which is nine (9) months after the date on which the Company consummates its initial Business Combination (as hereinafter defined) has occurred (the “First Escrow Period”). The Escrow Agent shall hold the remaining fifty percent (50%) of the Escrow Securities, as set forth in Schedule A, A until it receives a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company stating that the date which is one Company’s initial Acquisition Transaction (1) year after the date on which the Company consummates its initial Business Combination (the “Second Escrow Period”as hereinafter defined) has occurred (the “Second Warrant Escrow SecuritiesPeriod”), (2) the Escrow Securities listed under “First Share Escrow” on Schedule A until it receives a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company stating that 12 months have elapsed from the closing of the initial Acquisition Transaction (the “First Share Escrow Period”) and (3) the Escrow Securities listed under “Second Share Escrow” on Schedule A until it receives a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company stating that 24 months have elapsed from the closing of the initial Acquisition Transaction (the “Second Share Escrow Period”; the Warrant Escrow Period, First Share Escrow Period and Second Share Escrow Period, each, an “Escrow Period”). Notwithstanding the foregoing, each Escrow Period shall be extended, as applicable, if the Company has completed an Acquisition Transaction without liquidating the trust account established at the time of the Public Offering, until such trust account has been liquidated as described in the prospectus relating to the Public Offering. Following the termination of either the First an Escrow Period or the Second Escrow Period (as applicable)Period, the Escrow Agent shall, upon written instructions from each Initial Shareholder, disburse each of the Initial Shareholder’s Shareholder and/or its Permitted Transferees (as defined in Section 4.3 below), disburse the applicable Escrow Securities to the Initial Shareholder and/or such Initial ShareholderPermitted Transferees; provided however, that if, after the Company consummates a Business Combinationan Acquisition Transaction, it (or the surviving entity) subsequently consummates a liquidation, merger, share exchange or if there is a tender offer for the Company’s securities, or other similar transaction which results in all of its Shareholders the shareholders of such entity having the right to exchange their Ordinary Insider Shares or Warrants for cash, securities or other property, then the Escrow Agent will, upon receipt of a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, stating that such transaction is then being consummated, release the Escrow Securities to the Initial Shareholders Shareholder or its Permitted Transferees immediately prior to the consummation of such transaction so that they can similarly participate; provided further, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the applicable Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Securities; and provided further, that if the Escrow Agent is notified by the Company that Chardan Rxxxxx did not exercise its overallotment over-allotment option (as further described in the Registration Statement) or exercised it in part, an amount such that the remaining Ordinary Insider Shares included in the Escrow Securities shall not exceed 25.420% of the outstanding Ordinary Shares common stock post-Public Offering (but in no event more than 204,000 Escrow Securities[112,500] Insider Shares) shall be forfeited by the Initial Shareholders Shareholder and any Permitted Transferee and cancelled by the Company and the Escrow Agent shall promptly destroy the certificates representing such Escrow SecuritiesInsider Shares. For purposes of this Agreement, (i) a an “Business CombinationAcquisition Transaction” shall mean an acquisition of one or more operating businesses by a merger, stock exchange, asset acquisition acquisition, stock purchase or other similar business combinationacquisition transaction, or controlling, through contractual arrangements, control and pursuant to which holders of one or more target businesses having a fair market value of at least 80% of Units sold in the Company’s net assets at the time of Public Offering have been granted redemption rights with respect to such acquisitionUnits.

The Escrow Securities. The Escrow Agent shall hold fifty percent (50%1) of the Escrow Securities, as set forth in Securities listed under “Warrant Escrow” on Schedule A, until it receives a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company stating that date which is nine (9) months after the date on which the Company consummates its initial Business Combination (as hereinafter defined) has occurred (the “First Escrow Period”). The Escrow Agent shall hold the remaining fifty percent (50%) of the Escrow Securities, as set forth in Schedule A, A until it receives a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company stating that the date which is one Company’s initial Acquisition Transaction (1) year after the date on which the Company consummates its initial Business Combination (the “Second Escrow Period”as hereinafter defined) has occurred (the “Second Warrant Escrow SecuritiesPeriod”), (2) the Escrow Securities listed under “First Share Escrow” on Schedule A until it receives a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company stating that 12 months have elapsed from the closing of the initial Acquisition Transaction (the “First Share Escrow Period”) and (3) the Escrow Securities listed under “Second Share Escrow” on Schedule A until it receives a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company stating that 24 months have elapsed from the closing of the initial Acquisition Transaction (the “Second Share Escrow Period”; the Warrant Escrow Period, First Share Escrow Period and Second Share Escrow Period, each, an “Escrow Period”). Notwithstanding the foregoing, each Escrow Period shall be extended, as applicable, if the Company has completed an Acquisition Transaction without liquidating the trust account established at the time of the Public Offering, until such trust account has been liquidated as described in the prospectus relating to the Public Offering. Following the termination of either the First an Escrow Period or the Second Escrow Period (as applicable)Period, the Escrow Agent shall, upon written instructions from each Initial Shareholder, disburse each of the Initial Shareholder’s Shareholder and/or its Permitted Transferees (as defined in Section 4.3 below), disburse the applicable Escrow Securities to the Initial Shareholder and/or such Initial ShareholderPermitted Transferees; provided however, that if, after the Company consummates a Business Combinationan Acquisition Transaction, it (or the surviving entity) subsequently consummates a liquidation, merger, share exchange or if there is a tender offer for the Company’s securities, or other similar transaction which results in all of its Shareholders the shareholders of such entity having the right to exchange their Ordinary Insider Shares or Warrants for cash, securities or other property, then the Escrow Agent will, upon receipt of a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, stating that such transaction is then being consummated, release the Escrow Securities to the Initial Shareholders Shareholder or its Permitted Transferees immediately prior to the consummation of such transaction so that they can similarly participate; provided further, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the applicable Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Securities; and provided further, that if the Escrow Agent is notified by the Company that Chardan Aegis did not exercise its overallotment over-allotment option (as further described in the Registration Statement) or exercised it in part, an amount such that the remaining Ordinary Insider Shares included in the Escrow Securities shall not exceed 25.420% of the outstanding Ordinary Shares common stock post-Public Offering (but in no event more than 204,000 Escrow Securities103,125 Insider Shares) shall be forfeited by the Initial Shareholders Shareholder and any Permitted Transferee and cancelled by the Company and the Escrow Agent shall promptly destroy the certificates representing such Escrow SecuritiesInsider Shares. For purposes of this Agreement, (i) a an “Business CombinationAcquisition Transaction” shall mean an acquisition of one or more operating businesses by a merger, stock exchange, asset acquisition acquisition, stock purchase or other similar business combinationacquisition transaction, or controlling, through contractual arrangements, control and pursuant to which holders of one or more target businesses having a fair market value of at least 80% of Units sold in the Company’s net assets at the time of Public Offering have been granted redemption rights with respect to such acquisitionUnits.

The Escrow Securities. The Escrow Agent shall hold fifty percent (50%) of the Escrow Securities, as set forth in Securities listed under “Share Escrow” on Schedule A, A until it receives a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company stating that 24 months have elapsed from the effective date which is nine (9) months after of the date on which Company’s registration statement relating the Company consummates its initial Business Combination (as hereinafter defined) has occurred Public Offering (the “First Escrow Period”). The Notwithstanding the foregoing, the Escrow Agent Period shall hold be extended if the remaining fifty percent (50%) Company has completed an Acquisition Transaction without liquidating the trust account established at the time of the Escrow Securities, as set forth in Schedule APublic Offering, until it receives a certificate signed by such trust account has been liquidated as described in the Chief Executive Officer or Chief Financial Officer of prospectus relating to the Company stating that the date which is one (1) year after the date on which the Company consummates its initial Business Combination (the “Second Escrow Period”) has occurred (the “Second Escrow Securities”)Public Offering. Following the termination of either the First Escrow Period or the Second Escrow Period (as applicable)Period, the Escrow Agent shall, upon written instructions from each Initial Shareholder, disburse each of the Initial Shareholder’s Shareholders, Chardan, PrinceRidge, Maxim and/or their Permitted Transferees (as defined in Section 4.3 below), as applicable, disburse the applicable Escrow Securities to the Initial Shareholders, Chardan, PrinceRidge, Maxim and/or such Initial ShareholderPermitted Transferees; provided however, that if, after the Company consummates a Business Combinationan Acquisition Transaction, it (or the surviving entity) subsequently consummates a liquidation, merger, share exchange or if there is a tender offer for the Company’s securities, or other similar transaction which results in all of its Shareholders the shareholders of such entity having the right to exchange their Ordinary Shares Escrow Securities for cash, securities or other property, then the Escrow Agent will, upon receipt of a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, stating that such transaction is then being consummated, release the Escrow Securities to the Initial Shareholders Shareholders, Chardan, PrinceRidge, Maxim or their Permitted Transferees immediately prior to the consummation of such transaction so that they can similarly participate; provided further, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the applicable Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Securities; and provided further, that if the Escrow Agent is notified by the Company that Chardan did not exercise its overallotment over-allotment option (as further described in the Registration Statement) or exercised it in part, an amount such that the remaining Ordinary Insider Shares included in the Escrow Securities shall not exceed 25.420% of the outstanding Ordinary sum of the Insider Shares post-and the shares sold in the Public Offering (but in no event more than 204,000 Escrow Securities[_____] Insider Shares) shall be forfeited by the Initial Shareholders and any Permitted Transferee and cancelled by the Company and the Escrow Agent shall promptly destroy the certificates representing such Escrow SecuritiesInsider Shares. For purposes of this Agreement, (i) a an “Business CombinationAcquisition Transaction” shall mean an acquisition of one or more operating businesses by a merger, stock exchange, asset acquisition acquisition, stock purchase or other similar business combinationacquisition transaction, or controlling, through contractual arrangements, control and pursuant to which holders of one or more target businesses having a fair market value of at least 80% of Units sold in the Company’s net assets at the time of Public Offering have been granted redemption rights with respect to such acquisitionUnits.

The Escrow Securities. The Escrow Agent shall hold fifty percent (50%1) of the Escrow Securities, as set forth in Schedule A, until it receives a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company stating that date which is nine (9) months after the date on which the Company consummates its initial Business Combination (as hereinafter defined) has occurred (the Securities listed under “First Warrant Escrow Period”). The Escrow Agent shall hold the remaining fifty percent (50%) of the Escrow Securities, as set forth in ” on Schedule A, A until it receives a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company stating that the date which is one Company’s initial Business Combination (1as hereinafter defined) year after has occurred (the date “Warrant Escrow Period”), (2) the Escrow Securities listed under “Share Escrow Period” on which Schedule A until it receives a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company consummates its stating that 12 months have elapsed from the closing of the initial Business Combination (the “Second Share Escrow Period”) has occurred (; the Warrant Escrow Period and Share Escrow Period, each, an “Second Escrow SecuritiesPeriod”). Following the termination of either the First Warrant Escrow Period or the Second Share Escrow Period (as applicable), the Escrow Agent shall, upon written instructions from each Initial Shareholder, disburse each of the Initial Shareholder’s Shareholder and/or its Permitted Transferees (as defined in Section 4.3 below), disburse the Escrow Securities to the Initial Shareholder and/or such Initial ShareholderPermitted Transferees; provided however, that if, after the Company consummates a Business Combination, it (or the surviving entity) subsequently consummates a liquidation, merger, share exchange or if there is a tender offer for the Company’s securities, or other similar transaction which results in all of its Shareholders the shareholders of such entity having the right to exchange their Ordinary Insider Shares or Warrants for cash, securities or other property, then the Escrow Agent will, upon receipt of a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, stating that such transaction is then being consummated, release the Escrow Securities to the Initial Shareholders Shareholder or its Permitted Transferees immediately prior to the consummation of such transaction so that they can similarly participate; provided further, that if the Escrow Agent is notified by the Company (1) pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the applicable Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Securities; and provided further, that if the Escrow Agent is notified by the Company that Chardan Rxxxxx did not exercise its overallotment over-allotment option (as further described in the Registration Statement) or exercised it in part, an amount such that the remaining Ordinary Insider Shares included in the Escrow Securities shall not exceed 25.420% of the outstanding Ordinary Shares common stock post-Public Offering (but in no event more than 204,000 Escrow Securities[112,500) Insider Shares) shall be forfeited by the Initial Shareholders Shareholder and any Permitted Transferee and cancelled by the Company and the Escrow Agent shall promptly destroy the certificates representing such Escrow SecuritiesInsider Shares. For purposes of this Agreement, (i) a “Business Combination” shall mean an acquisition by a stock exchange, asset acquisition or other similar business combination, or controlling, through contractual arrangements, of one or more target businesses having a fair market value of at least 80% of the Company’s net assets at the time of such acquisitionacquisition and pursuant to which holders of Units sold in the Public Offering have been granted redemption rights with respect to such Units.

The Escrow Securities. The Escrow Agent shall hold fifty percent (50%1) of the Escrow Securities, as set forth in Securities listed under “Warrant Escrow” on Schedule A, until it receives a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company stating that date which is nine (9) months after the date on which the Company consummates its initial Business Combination (as hereinafter defined) has occurred (the “First Escrow Period”). The Escrow Agent shall hold the remaining fifty percent (50%) of the Escrow Securities, as set forth in Schedule A, A until it receives a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company stating that the date which is one Company’s initial Acquisition Transaction (1) year after as hereinafter defined), post-acquisition tender offer, or post-acquisition automatic trust liquidation, as the date on which the Company consummates its initial Business Combination (the “Second Escrow Period”) case may be, has occurred (the “Second Warrant Escrow SecuritiesPeriod”), (2) the Escrow Securities listed under “First Share Escrow” on Schedule A until it receives a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company stating that 6 months have elapsed from the closing of the initial Acquisition Transaction, post-acquisition tender offer, or post-acquisition automatic trust liquidation, as the case may be (the “First Share Escrow Period”) and (3) the Escrow Securities listed under “Second Share Escrow” on Schedule A until it receives a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company stating that 12 months have elapsed from the closing of the initial Acquisition Transaction, post-acquisition tender offer, or post-acquisition automatic trust liquidation, as the case may be (the “Second Share Escrow Period”; the Warrant Escrow Period, First Share Escrow Period and Second Share Escrow Period, each, an “Escrow Period”). Notwithstanding the foregoing, each Escrow Period shall be extended, as applicable, if the Company has completed an Acquisition Transaction without liquidating the trust account established at the time of the Public Offering, until such trust account has been liquidated as described in the prospectus relating to the Public Offering. Following the termination of either the First an Escrow Period or the Second Escrow Period (as applicable)Period, the Escrow Agent shall, upon written instructions from each Initial Shareholder, disburse each of the Initial Shareholder’s Shareholders and/or their Permitted Transferees (as defined in Section 4.3 below), disburse the applicable Escrow Securities to the Initial Shareholders and/or such Initial ShareholderPermitted Transferees; provided however, that if, after the Company consummates a Business Combinationan Acquisition Transaction, it (or the surviving entity) subsequently consummates a liquidation, merger, share exchange or if there is a tender offer for the Company’s securities, or other similar transaction which results in all of its Shareholders the shareholders of such entity having the right to exchange their Ordinary Insider Shares or Warrants for cash, securities or other property, then the Escrow Agent will, upon receipt of a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, stating that such transaction is then being consummated, release the Escrow Securities to the Initial Shareholders or their Permitted Transferees immediately prior to the consummation of such transaction so that they can similarly participate; provided further, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the applicable Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Securities; and provided further, that if the Escrow Agent is notified by the Company that Chardan did not exercise its overallotment over-allotment option (as further described in the Registration Statement) or exercised it in part, an amount such that the remaining Ordinary Insider Shares included in the Escrow Securities shall not exceed 25.420% of the outstanding Ordinary Shares common stock post-Public Offering (but in no event more than 204,000 Escrow Securities[140,625] Insider Shares) shall be forfeited by the Initial Shareholders and any Permitted Transferee and cancelled by the Company and the Escrow Agent shall promptly destroy the certificates representing such Escrow SecuritiesInsider Shares. For purposes of this Agreement, (i) a an “Business CombinationAcquisition Transaction” shall mean an acquisition of one or more operating businesses by a merger, stock exchange, asset acquisition acquisition, stock purchase or other similar business combinationacquisition transaction, or controlling, through contractual arrangements, control and pursuant to which holders of one or more target businesses having a fair market value of at least 80% of Units sold in the Company’s net assets at the time of Public Offering have been granted redemption rights with respect to such acquisitionUnits.

The Escrow Securities. The Escrow Agent shall hold fifty percent (50%) of the Escrow SecuritiesFounder Shares, as set forth in Schedule A, until it receives a certificate signed by the Chief Executive Officer or Chief Financial Officer 12 months following completion of the Company stating that date which is nine Company’s initial Business Combination; provided, however, the Founder Shares will be released from escrow (91) months after with respect to 50% of such shares, if the date on which closing price of the Company consummates its Ordinary Shares equals or exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of the Company’s initial Business Combination (as hereinafter defined) has occurred (the “First Escrow Period”). The Escrow Agent shall hold the remaining fifty percent (50%) of the Escrow Securities, as set forth in Schedule A, until it receives a certificate signed by and (2) with respect to 50% of such shares, if the Chief Executive Officer or Chief Financial Officer closing price of the Company stating that Ordinary Shares equals or exceeds $15.00 for any 20 trading days within a 30 trading day period following the date which is one (1) year after consummation of the date on which the Company consummates its Company’s initial Business Combination or earlier (the “Second Escrow Period”) has occurred (); provided, further, all Founder Shares shall be released from escrow if, following a Business Combination, the “Second Company engages in a subsequent transaction resulting in its shareholders having the right to exchange their shares for cash or other securities. Notwithstanding the foregoing, to the extent that any of the Founder Shares remain subject to forfeiture as set forth in Section 5 of the Letter Agreements entered into by and among the Company and each of the Initial Shareholders, such amount of Founder Shares shall be released from escrow and shall remain subject to the terms and conditions of this Agreement. To the extent that such forfeiture conditions have not been satisfied within 36 months of the consummation of the Company’s initial Business Combination, such Founder Shares shall be forfeited by the Initial Shareholders and cancelled by the Company and the Escrow Agent shall promptly destroy the certificates representing such Escrow Securities”). Following the termination of either the First Escrow Period or the Second Escrow Period (as applicable), the Escrow Agent shall, upon written instructions from each Initial Shareholder, disburse each of the Initial Shareholder’s Escrow Securities Founder Shares to such Initial Shareholder; provided however, that if, after the Company consummates a Business Combination, it (or the surviving entity) subsequently consummates a liquidation, merger, share exchange or other similar transaction which results in all of its Shareholders of such entity having the right to exchange their Ordinary Shares for cash, securities or other property, then the Escrow Agent will, upon receipt of a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, stating that such transaction is then being consummated, release the Escrow Securities to the Initial Shareholders immediately prior to the consummation of such transaction so that they can similarly participate; provided further, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the applicable Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Securities; and provided further, that if the Escrow Agent is notified by the Company that Chardan Deutsche Bank did not exercise its overallotment option (as further described in the Registration Statement) or exercised it in part, an amount such that the remaining Ordinary Shares included in the Escrow Securities shall not exceed 25.420% of the outstanding Ordinary Shares post-Public Offering (but in no event more than 204,000 225,000 Escrow Securities) shall be forfeited by the Initial Shareholders and cancelled by the Company and the Escrow Agent shall promptly destroy the certificates representing such Escrow Securities. For purposes of this Agreement, (i) a “Business Combination” shall mean an the acquisition by a stock the Company, whether by merger, share capital exchange, asset acquisition or share acquisition, plan of arrangement, recapitalisation, reorganisation or other similar business combinationtype of transaction, of an operating business, or controlling, control of such operating business through contractual arrangements, which is an operating business having its principal business and/or material operations in the People's Republic of one or more target businesses having a fair market value of at least 80% of the Company’s net assets at the time of such acquisitionChina.

The Escrow Securities. The Escrow Agent shall hold fifty percent (50%1) of the Escrow Securities, as set forth in Securities listed under “Warrant Escrow” on Schedule A, until it receives a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company stating that date which is nine (9) months after the date on which the Company consummates its initial Business Combination (as hereinafter defined) has occurred (the “First Escrow Period”). The Escrow Agent shall hold the remaining fifty percent (50%) of the Escrow Securities, as set forth in Schedule A, A until it receives a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company stating that the date which is one Company’s initial Acquisition Transaction (1) year after the date on which the Company consummates its initial Business Combination (the “Second Escrow Period”as hereinafter defined) has occurred (the “Second Warrant Escrow SecuritiesPeriod”), (2) the Escrow Securities listed under “Share Escrow” on Schedule A until it receives a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company stating that 12 months have elapsed from the closing of the initial Acquisition Transaction (the “Share Escrow Period”; the Warrant Escrow Period and Share Escrow Period, each, an “Escrow Period”). Following the termination of either the First Warrant Escrow Period or the Second Share Escrow Period (as applicable), the Escrow Agent shall, upon written instructions from each Initial Shareholder, disburse each of the Initial Shareholder’s Shareholder and/or its Permitted Transferees (as defined in Section 4.3 below), disburse the Escrow Securities to the Initial Shareholder and/or such Initial ShareholderPermitted Transferees; provided however, that if, after the Company consummates a Business Combinationan Acquisition Transaction, it (or the surviving entity) subsequently consummates a liquidation, merger, share exchange or if there is a tender offer for the Company’s securities, or other similar transaction which results in all of its Shareholders the shareholders of such entity having the right to exchange their Ordinary Insider Shares or Warrants for cash, securities or other property, then the Escrow Agent will, upon receipt of a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, stating that such transaction is then being consummated, release the Escrow Securities to the Initial Shareholders Shareholder or its Permitted Transferees immediately prior to the consummation of such transaction so that they can similarly participate; provided further, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the applicable Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Securities; and provided further, that if the Escrow Agent is notified by the Company that Chardan Rxxxxx did not exercise its overallotment over-allotment option (as further described in the Registration Statement) or exercised it in part, an amount such that the remaining Ordinary Insider Shares included in the Escrow Securities shall not exceed 25.420% of the outstanding Ordinary Shares common stock post-Public Offering (but in no event more than 204,000 Escrow Securities[112,500] Insider Shares) shall be forfeited by the Initial Shareholders Shareholder and any Permitted Transferee and cancelled by the Company and the Escrow Agent shall promptly destroy the certificates representing such Escrow SecuritiesInsider Shares. For purposes of this Agreement, (i) a an “Business CombinationAcquisition Transaction” shall mean an acquisition of one or more operating businesses by a merger, stock exchange, asset acquisition acquisition, stock purchase or other similar business combinationacquisition transaction, or controlling, through contractual arrangements, control and pursuant to which holders of one or more target businesses having a fair market value of at least 80% of Units sold in the Company’s net assets at the time of Public Offering have been granted redemption rights with respect to such acquisitionUnits.

The Escrow Securities. The Escrow Agent shall hold fifty percent (50%1) of the Escrow Securities, as set forth in Securities listed under “Warrant Escrow” on Schedule A, until it receives a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company stating that date which is nine (9) months after the date on which the Company consummates its initial Business Combination (as hereinafter defined) has occurred (the “First Escrow Period”). The Escrow Agent shall hold the remaining fifty percent (50%) of the Escrow Securities, as set forth in Schedule A, A until it receives a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company stating that the date which is one Company’s initial Acquisition Transaction (1as hereinafter defined) year after or post-acquisition tender offer, as the date on which the Company consummates its initial Business Combination (the “Second Escrow Period”) case may be, has occurred (the “Second Warrant Escrow SecuritiesPeriod”) and (2) the Escrow Securities listed under “Share Escrow” on Schedule A until it receives a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company stating that 24 months have elapsed from the closing of the initial Acquisition Transaction or post-acquisition tender offer, as the case may be (the “Share Escrow Period”; the Warrant Escrow Period and Share Escrow Period, each, an “Escrow Period”). Notwithstanding the foregoing, each Escrow Period shall be extended, as applicable, if the Company has completed an Acquisition Transaction without liquidating the trust account established at the time of the Public Offering, until such trust account has been liquidated as described in the prospectus relating to the Public Offering. Following the termination of either the First an Escrow Period or the Second Escrow Period (as applicable)Period, the Escrow Agent shall, upon written instructions from each Initial Shareholder, disburse each of the Initial Shareholder’s Shareholders and/or their Permitted Transferees (as defined in Section 4.3 below), disburse the applicable Escrow Securities to the Initial Shareholders and/or such Initial ShareholderPermitted Transferees; provided however, that if, after the Company consummates a Business Combinationan Acquisition Transaction, it (or the surviving entity) subsequently consummates a liquidation, merger, share exchange or if there is a tender offer for the Company’s securities, or other similar transaction which results in all of its Shareholders the shareholders of such entity having the right to exchange their Ordinary Insider Shares or Warrants for cash, securities or other property, then the Escrow Agent will, upon receipt of a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, stating that such transaction is then being consummated, release the Escrow Securities to the Initial Shareholders or their Permitted Transferees immediately prior to the consummation of such transaction so that they can similarly participate; provided further, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the applicable Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Securities; and provided further, that if the Escrow Agent is notified by the Company that Chardan did not exercise its overallotment over-allotment option (as further described in the Registration Statement) or exercised it in part, an amount such that the remaining Ordinary Insider Shares included in the Escrow Securities shall not exceed 25.420% of the outstanding Ordinary Shares common stock post-Public Offering (but in no event more than 204,000 Escrow Securities[_____] Insider Shares) shall be forfeited by the Initial Shareholders and any Permitted Transferee and cancelled by the Company and the Escrow Agent shall promptly destroy the certificates representing such Escrow SecuritiesInsider Shares. For purposes of this Agreement, (i) a an “Business CombinationAcquisition Transaction” shall mean an acquisition of one or more operating businesses by a merger, stock exchange, asset acquisition acquisition, stock purchase or other similar business combinationacquisition transaction, or controlling, through contractual arrangements, control and pursuant to which holders of one or more target businesses having a fair market value of at least 80% of Units sold in the Company’s net assets at the time of Public Offering have been granted redemption rights with respect to such acquisitionUnits.

The Escrow Securities. The Escrow Agent shall hold fifty percent (50%1) of the Escrow Securities, as set forth in Securities listed under “Warrant Escrow” on Schedule A, until it receives a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company stating that date which is nine (9) months after the date on which the Company consummates its initial Business Combination (as hereinafter defined) has occurred (the “First Escrow Period”). The Escrow Agent shall hold the remaining fifty percent (50%) of the Escrow Securities, as set forth in Schedule A, A until it receives a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company stating that the date which is one Company’s initial Acquisition Transaction (1) year after the date on which the Company consummates its initial Business Combination (the “Second Escrow Period”as hereinafter defined) has occurred (the “Second Warrant Escrow SecuritiesPeriod”), (2) the Escrow Securities listed under “First Share Escrow” on Schedule A until it receives a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company stating that 12 months have elapsed from the closing of the initial Acquisition Transaction (the “First Share Escrow Period”) and (3) the Escrow Securities listed under “Second Share Escrow” on Schedule A until it receives a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company stating that 24 months have elapsed from the closing of the initial Acquisition Transaction (the “Second Share Escrow Period”; the Warrant Escrow Period, First Share Escrow Period and Second Share Escrow Period, each, an “Escrow Period”). Notwithstanding the foregoing, each Escrow Period shall be extended, as applicable, if the Company has completed an Acquisition Transaction without liquidating the trust account established at the time of the Public Offering, until such trust account has been liquidated as described in the prospectus relating to the Public Offering. Following the termination of either the First an Escrow Period or the Second Escrow Period (as applicable)Period, the Escrow Agent shall, upon written instructions from each Initial Shareholder, disburse each of the Initial Shareholder’s Shareholder and/or its Permitted Transferees (as defined in Section 4.3 below), disburse the applicable Escrow Securities to the Initial Shareholder and/or such Initial ShareholderPermitted Transferees; provided however, that if, after the Company consummates a Business Combinationan Acquisition Transaction, it (or the surviving entity) subsequently consummates a liquidation, merger, share exchange or if there is a tender offer for the Company’s securities, or other similar transaction which results in all of its Shareholders the shareholders of such entity having the right to exchange their Ordinary Insider Shares or Warrants for cash, securities or other property, then the Escrow Agent will, upon receipt of a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, stating that such transaction is then being consummated, release the Escrow Securities to the Initial Shareholders Shareholder or its Permitted Transferees immediately prior to the consummation of such transaction so that they can similarly participate; provided further, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the applicable Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Securities; and provided further, that if the Escrow Agent is notified by the Company that Chardan Aegis did not exercise its overallotment over-allotment option (as further described in the Registration Statement) or exercised it in part, an amount such that the remaining Ordinary Insider Shares included in the Escrow Securities shall not exceed 25.420% of the outstanding Ordinary Shares common stock post-Public Offering (but in no event more than 204,000 Escrow Securities75,000 Insider Shares) shall be forfeited by the Initial Shareholders Shareholder and any Permitted Transferee and cancelled by the Company and the Escrow Agent shall promptly destroy the certificates representing such Escrow SecuritiesInsider Shares. For purposes of this Agreement, (i) a an “Business CombinationAcquisition Transaction” shall mean an acquisition of one or more operating businesses by a merger, stock exchange, asset acquisition acquisition, stock purchase or other similar business combinationacquisition transaction, or controlling, through contractual arrangements, control and pursuant to which holders of one or more target businesses having a fair market value of at least 80% of Units sold in the Company’s net assets at the time of Public Offering have been granted redemption rights with respect to such acquisitionUnits.

The Escrow Securities. The Escrow Agent shall hold fifty percent (50%) of the Escrow Securities, as set forth in Securities listed under “Share Escrow” on Schedule A, A until it receives a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company stating that date which is nine twenty-four (924) months after have elapsed from the effective date on which of the Company consummates its initial Business Combination (as hereinafter defined) has occurred Company’s registration statement relating the Public Offering (the “First Escrow Period”). The Notwithstanding the foregoing, the Escrow Agent Period shall hold be extended if the remaining fifty percent (50%) Company has completed an Acquisition Transaction without liquidating the trust account established at the time of the Escrow Securities, as set forth in Schedule APublic Offering, until it receives a certificate signed by such trust account has been liquidated as described in the Chief Executive Officer or Chief Financial Officer of prospectus relating to the Company stating that the date which is one (1) year after the date on which the Company consummates its initial Business Combination (the “Second Escrow Period”) has occurred (the “Second Escrow Securities”)Public Offering. Following the termination of either the First Escrow Period or the Second Escrow Period (as applicable)Period, the Escrow Agent shall, upon written instructions from each Initial Shareholder, disburse each of the Initial Shareholder’s Shareholders, Chardan, PrinceRidge, Maxim, EuroPac and/or their Permitted Transferees (as defined in Section 4.3 below), as applicable, disburse the applicable Escrow Securities to the Initial Shareholders, Chardan, PrinceRidge, Maxim, EuroPac and/or such Initial ShareholderPermitted Transferees; provided however, that if, after the Company consummates a Business Combinationan Acquisition Transaction, it (or the surviving entity) subsequently consummates a liquidation, merger, share exchange or if there is a tender offer for the Company’s securities, or other similar transaction which results in all of its Shareholders the shareholders of such entity having the right to exchange their Ordinary Shares Escrow Securities for cash, securities or other property, then the Escrow Agent will, upon receipt of a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, stating that such transaction is then being consummated, release the Escrow Securities to the Initial Shareholders Shareholders, Chardan, PrinceRidge, Maxim, EuroPac or their Permitted Transferees immediately prior to the consummation of such transaction so that they can similarly participate; provided further, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the applicable Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Securities; and provided further, that if the Escrow Agent is notified by the Company that Chardan did not exercise its overallotment over-allotment option (as further described in the Registration Statement) or exercised it in part, an amount such that the remaining Ordinary Insider Shares included in the Escrow Securities shall not exceed 25.420% of the outstanding Ordinary sum of the Insider Shares post-and the shares sold in the Public Offering (but in no event more than 204,000 Escrow Securities90,000 Insider Shares) shall be forfeited by the Initial Shareholders and any Permitted Transferee and cancelled by the Company and the Escrow Agent shall promptly destroy the certificates representing such Escrow SecuritiesInsider Shares. For purposes of this Agreement, (i) a an “Business CombinationAcquisition Transaction” shall mean an acquisition of one or more operating businesses by a merger, stock exchange, asset acquisition acquisition, stock purchase or other similar business combinationacquisition transaction, or controlling, through contractual arrangements, control and pursuant to which holders of one or more target businesses having a fair market value of at least 80% of Units sold in the Company’s net assets at the time of Public Offering have been granted redemption rights with respect to such acquisitionUnits.

The Escrow Securities. The Escrow Agent shall hold fifty percent (50%1) of the Escrow Securities, as set forth in Securities listed under “Warrant Escrow” on Schedule A, until it receives a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company stating that date which is nine (9) months after the date on which the Company consummates its initial Business Combination (as hereinafter defined) has occurred (the “First Escrow Period”). The Escrow Agent shall hold the remaining fifty percent (50%) of the Escrow Securities, as set forth in Schedule A, A until it receives a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company stating that the date which is one Company’s initial Acquisition Transaction (1as hereinafter defined) year after or post-acquisition tender offer, as the date on which the Company consummates its initial Business Combination (the “Second Escrow Period”) case may be, has occurred (the “Second Placement Warrant Escrow SecuritiesPeriod”) and (2) the Escrow Securities listed under “Insider Securities Escrow” on Schedule A until it receives a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company stating that six (6) months have elapsed from the closing of the initial Acquisition Transaction (the “Insider Securities Escrow Period”; the Placement Warrant Escrow Period and Insider Securities Escrow Period, each, an “Escrow Period”). Notwithstanding the foregoing, each Escrow Period shall be extended, as applicable, if the Company has completed an Acquisition Transaction without liquidating the trust account established at the time of the Public Offering, until such trust account has been liquidated as described in the prospectus relating to the Public Offering. Following the termination of either the First an Escrow Period or the Second Escrow Period (as applicable)Period, the Escrow Agent shall, upon written instructions from each Initial Shareholder, disburse each of the Initial Shareholder’s Shareholders and/or their Permitted Transferees (as defined in Section 4.3 below), disburse the applicable Escrow Securities to the Initial Shareholders and/or such Initial ShareholderPermitted Transferees; provided however, that if, after the Company consummates a Business Combinationan Acquisition Transaction, it (or the surviving entity) subsequently consummates a liquidation, merger, share exchange or if there is a tender offer for the Company’s securities, or other similar transaction which results in all of its Shareholders the shareholders of such entity having the right to exchange their Ordinary Shares Insider Securities or Placement Warrants for cash, securities or other property, then the Escrow Agent will, upon receipt of a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, stating that such transaction is then being consummated, release the Escrow Securities to the Initial Shareholders or their Permitted Transferees immediately prior to the consummation of such transaction so that they can similarly participate; provided further, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the applicable Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Securities; and provided further, that if the Escrow Agent is notified by the Company that Chardan did not exercise its overallotment over-allotment option (as further described in the Registration Statement) or exercised it in part, an amount such that the remaining Ordinary Insider Shares included in the Escrow Securities shall not exceed 25.425% of the outstanding Ordinary Shares common stock post-Public Offering (but in no event more than 204,000 Escrow Securities) [________] Insider Shares), together with an equal number of Insider Warrants, shall be forfeited by the Initial Shareholders and any Permitted Transferee and cancelled by the Company and the Escrow Agent shall promptly destroy the certificates representing such Escrow Insider Securities. For purposes of this Agreement, (i) a an “Business CombinationAcquisition Transaction” shall mean an acquisition of one or more operating businesses by a merger, stock exchange, asset acquisition acquisition, stock purchase or other similar business combinationacquisition transaction, or controlling, through contractual arrangements, control and pursuant to which holders of one or more target businesses having a fair market value of at least 80% of Units sold in the Company’s net assets at the time of Public Offering have been granted redemption rights with respect to such acquisitionUnits.

The Escrow Securities. The Escrow Agent shall hold fifty percent (50%) the Insider Warrants, as set forth in Schedule A, until it receives a certificate signed by the Chief Executive Officer or a Co-Chief Investment Officer of the Company stating that the Company consummated its initial Business Combination (as hereinafter defined) (the “Warrant Escrow SecuritiesPeriod”). The Escrow Agent shall hold the Founders’ Units, as set forth in Schedule A, until it receives a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company stating that date which is nine (9) months after one year has passed since the date on which the Company consummates consummated its initial Business Combination (as hereinafter defined) has occurred (the “First Unit Escrow Period”). The ,” and together with the Warrant Escrow Agent shall hold the remaining fifty percent (50%) of the Escrow SecuritiesPeriod, as set forth in Schedule A, until it receives a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company stating that the date which is one (1) year after the date on which the Company consummates its initial Business Combination (the “Second Escrow Period”) has occurred (the “Second Escrow Securities”). Following the termination date of either the First applicable Escrow Period or the Second Escrow Period (as applicable)Period, the Escrow Agent shall, upon written instructions from each Initial ShareholderHolder, disburse each of the Initial ShareholderHolder’s Escrow Securities to such Initial ShareholderHolder; provided however, that if, after the Company consummates a Business Combination, it (or the surviving entity) subsequently consummates a liquidation, merger, share exchange or other similar transaction which results in all of its Shareholders the shareholders of such entity having the right to exchange their Ordinary Shares ordinary shares for cash, securities or other property, then the Escrow Agent will, upon receipt of a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, stating that such transaction is then being consummated, release the Escrow Securities to the Initial Shareholders Holders immediately prior to the consummation of such transaction so that they can similarly participate; provided provided, further, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the applicable Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Securities; and provided further, that if the Escrow Agent is notified by the Company that Chardan UBS did not exercise its overallotment over-allotment option (as further described in pursuant to the Registration Statement) Underwriting Agreement or exercised it in part, an amount of the Founders’ Units such that the remaining Ordinary Shares included in underlying the Escrow Securities Founders’ Units shall not exceed 25.420.0% of the outstanding Ordinary Shares post-after the Public Offering (but in no event more than 204,000 Escrow Securities562,500 Founders’ Units) shall be forfeited by the Initial Shareholders Holders and cancelled by the Company and the Escrow Agent shall promptly destroy the certificates representing such Escrow Securities. For purposes of this Agreement, (i) a “Business Combination” shall mean an acquisition by a stock exchange, asset acquisition or other similar business combination, or controlling, through contractual arrangements, of one or more target businesses having a fair market value of at least 80% of the Company’s net assets at the time of such acquisitionFounders’ Units.

The Escrow Securities. The Escrow Agent shall hold fifty percent (50%1) of the Escrow Securities, as set forth in Securities listed under “Warrant Escrow” on Schedule A, until it receives a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company stating that date which is nine (9) months after the date on which the Company consummates its initial Business Combination (as hereinafter defined) has occurred (the “First Escrow Period”). The Escrow Agent shall hold the remaining fifty percent (50%) of the Escrow Securities, as set forth in Schedule A, A until it receives a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company stating that the date which is one Company’s initial Acquisition Transaction (1) year after the date on which the Company consummates its initial Business Combination (the “Second Escrow Period”as hereinafter defined) has occurred (the “Second Warrant Escrow SecuritiesPeriod”), (2) the Escrow Securities listed under “First Share Escrow” on Schedule A until it receives a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company stating that 12 months have elapsed from the closing of the initial Acquisition Transaction (the “First Share Escrow Period”) and (3) the Escrow Securities listed under “Second Share Escrow” on Schedule A until it receives a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company stating that 24 months have elapsed from the closing of the initial Acquisition Transaction (the “Second Share Escrow Period”; the Warrant Escrow Period, First Share Escrow Period and Second Share Escrow Period, each, an “Escrow Period”). Notwithstanding the foregoing, each Escrow Period shall be extended, as applicable, if the Company has completed an Acquisition Transaction without liquidating the trust account established at the time of the Public Offering, until such trust account has been liquidated as described in the prospectus relating to the Public Offering. Following the termination of either the First an Escrow Period or the Second Escrow Period (as applicable)Period, the Escrow Agent shall, upon written instructions from each Initial Shareholder, disburse each of the Initial Shareholder’s Shareholder and/or its Permitted Transferees (as defined in Section 4.3 below), disburse the applicable Escrow Securities to the Initial Shareholder and/or such Initial ShareholderPermitted Transferees; provided provided, however, that if, after the Company consummates a Business Combinationan Acquisition Transaction , it (or the surviving entity) subsequently consummates a liquidation, merger, share exchange or if there is a tender offer for the Company’s securities, or other similar transaction which results in all of its Shareholders the shareholders of such entity having the right to exchange their Ordinary Insider Shares or Warrants for cash, securities or other property, then the Escrow Agent will, upon receipt of a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, stating that such transaction is then being consummated, release the Escrow Securities to the Initial Shareholders Shareholder or its Permitted Transferees immediately prior to the consummation of such transaction so that they can similarly participate; provided further, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the applicable Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Securities; and provided further, that if the Escrow Agent is notified by the Company that Chardan Aegis did not exercise its overallotment over-allotment option (as further described in the Registration Statement) or exercised it in part, an amount such that the remaining Ordinary Insider Shares included in the Escrow Securities shall not exceed 25.420% of the outstanding Ordinary Shares common stock post-Public Offering (but in no event more than 204,000 Escrow Securities75,000 Insider Shares) shall be forfeited by the Initial Shareholders Shareholder and any Permitted Transferee and cancelled by the Company and the Escrow Agent shall promptly destroy the certificates representing such Escrow SecuritiesInsider Shares. For purposes of this Agreement, (i) a an “Business CombinationAcquisition Transaction” shall mean an acquisition of one or more operating businesses by a merger, stock exchange, asset acquisition acquisition, stock purchase or other similar business combinationacquisition transaction, or controlling, through contractual arrangements, control and pursuant to which holders of one or more target businesses having a fair market value of at least 80% of Units sold in the Company’s net assets at the time of Public Offering have been granted redemption rights with respect to such acquisitionUnits.

The Escrow Securities. The Escrow Agent shall hold fifty percent (50%) of the Escrow Securities, as set forth in Schedule A, until it receives a certificate signed by the Chief Executive Officer or Chief Financial Officer 12 months following completion of the Company stating that date which is nine Company’s initial Business Combination; provided, however, the Escrow Shares will be released from escrow if (91) months after with respect to 50% of such shares, when the date on which closing price of the Company consummates its Ordinary Shares equals or exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of the Company’s initial Business Combination (as hereinafter defined) has occurred (the “First Escrow Period”). The Escrow Agent shall hold the remaining fifty percent (50%) of the Escrow Securities, as set forth in Schedule A, until it receives a certificate signed by and (2) with respect to 50% of such shares, when the Chief Executive Officer or Chief Financial Officer closing price of the Company stating that Ordinary Shares equals or exceeds $15.00 for any 20 trading days within a 30 trading day period following the date which is one (1) year after consummation of the date on which the Company consummates its Company’s initial Business Combination or earlier (the “Second Escrow Period”) has occurred (), in any case, if, following a Business Combination, the “Second Escrow Securities”)Company engages in a subsequent transaction resulting in its shareholders having the right to exchange their shares for cash or other securities. Following the termination of either the First Escrow Period or the Second Escrow Period (as applicable), the Escrow Agent shall, upon written instructions from each Initial Shareholder, disburse each of the Initial Shareholder’s Escrow Securities to such Initial Shareholder; provided however, that if, after the Company consummates a Business Combination, it (or the surviving entity) subsequently consummates a liquidation, merger, share exchange or other similar transaction which results in all of its Shareholders of such entity having the right to exchange their Ordinary Shares for cash, securities or other property, then the Escrow Agent will, upon receipt of a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, stating that such transaction is then being consummated, release the Escrow Securities to the Initial Shareholders immediately prior to the consummation of such transaction so that they can similarly participate; provided further, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the applicable Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Securities; and provided further, that if the Escrow Agent is notified by the Company that Chardan Deutsche did not exercise its overallotment option (as further described in the Registration Statement) or exercised it in part, an amount such that the remaining Ordinary Shares included in the Escrow Securities shall not exceed 25.420% of the outstanding Ordinary Shares post-Public Offering (but in no event more than 204,000 225,000 Escrow Securities) shall be forfeited by the Initial Shareholders and cancelled by the Company and the Escrow Agent shall promptly destroy the certificates representing such Escrow Securities. For purposes of this Agreement, (i) a “Business Combination” shall mean an the acquisition by a stock the Company, whether by merger, share capital exchange, asset acquisition or share acquisition, plan of arrangement, recapitalisation, reorganisation or other similar business combinationtype of transaction, of an operating business, or controlling, control of such operating business through contractual arrangements, which is an operating business having its principal business and/or material operations in the People's Republic of one or more target businesses having a fair market value of at least 80% of the Company’s net assets at the time of such acquisitionChina.

The Escrow Securities. The Escrow Agent shall hold fifty percent (50%) of the Escrow SecuritiesFounder Shares, as set forth in Schedule A, until it receives a certificate signed by the Chief Executive Officer or Chief Financial Officer 12 months following completion of the Company stating that date which is nine (9) months after the date on which the Company consummates its Company’s initial Business Combination (as hereinafter defined) has occurred Acquisition Transaction (the “First Share Escrow Period”). The Escrow Agent shall hold the remaining fifty percent (50%) of the Escrow Securities, as set forth in Schedule A, until it receives a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company stating that the date which is one (1) year after the date on which the Company consummates its initial Business Combination (the “Second Escrow Period”) has occurred (the “Second Escrow Securities”). Following the termination of either the First Share Escrow Period or the Second Escrow Period (as applicable)Period, the Escrow Agent shall, upon written instructions from each Initial Shareholder, disburse each of the Initial Shareholder’s Escrow Securities Founder Shares to such Initial Shareholder; provided however, that if, after the Company consummates a Business Combinationan Acquisition Transaction, it (or the surviving entity) subsequently consummates a liquidation, merger, share exchange or other similar transaction which results in all of its Shareholders of such entity having the right to exchange their Ordinary Shares shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, stating that such transaction is then being consummated, release the Escrow Securities to the Initial Shareholders immediately prior to the consummation of such transaction so that they can similarly participate; provided further, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the applicable Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Securities; and provided further, that if the Escrow Agent is notified by the Company that Chardan the Underwriters did not exercise its the overallotment option (as further described in the Registration Statement) or exercised it in part, an amount such that the remaining Ordinary Founder Shares included in the Escrow Securities shall not exceed 25.420% of the outstanding Ordinary Shares shares of Common Stock post-Public Offering (but in no event more than 204,000 Escrow Securities[_______] Founder Shares) shall be forfeited by the Initial Shareholders and cancelled by the Company and the Escrow Agent shall promptly destroy the certificates representing such Escrow SecuritiesFounder Shares. For purposes of this Agreement, (i) a an “Business CombinationAcquisition Transaction” shall mean an the acquisition by a stock the Company, whether by merger, share capital exchange, asset acquisition or other similar business combinationacquisition, stock purchase, or controllingsimilar acquisition, through contractual arrangementstransaction, of one or more target operating businesses having a fair market value of at least 80% of the Company’s net assets at the time of such acquisitionor assets.

The Escrow Securities. The Escrow Agent shall hold fifty percent (50%1) of the Escrow Securities, as set forth in Securities listed under “First Share Escrow” on Schedule A, A until it receives a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company stating that date which is nine (9) 6 months after have elapsed from the date on which closing of the Company consummates its initial Business Combination (Acquisition Transaction or post-acquisition tender offer, as hereinafter defined) has occurred the case may be (the “First Share Escrow Period”). The Escrow Agent shall hold the remaining fifty percent ) and (50%2) of the Escrow Securities, as set forth in Securities listed under “Second Share Escrow” on Schedule A, A until it receives a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company stating that 12 months have elapsed from the date which is one (1) year after closing of the date on which initial Acquisition Transaction or post-acquisition tender offer, as the Company consummates its initial Business Combination case may be (the “Second Share Escrow Period”) has occurred (; the First Share Escrow Period and Second Share Escrow Period, each, an “Second Escrow SecuritiesPeriod”). Notwithstanding the foregoing, each Escrow Period shall be extended, as applicable, if the Company has completed an Acquisition Transaction without liquidating the trust account established at the time of the Public Offering, until such trust account has been liquidated as described in the prospectus relating to the Public Offering. Following the termination of either the First an Escrow Period or the Second Escrow Period (as applicable)Period, the Escrow Agent shall, upon written instructions from each Initial Shareholder, disburse each of the Initial Shareholder’s Shareholders and/or their Permitted Transferees (as defined in Section 4.3 below), disburse the applicable Escrow Securities to the Initial Shareholders and/or such Initial ShareholderPermitted Transferees; provided however, that if, after the Company consummates a Business Combinationan Acquisition Transaction, it (or the surviving entity) subsequently consummates a liquidation, merger, share exchange or if there is a tender offer for the Company’s securities, or other similar transaction which results in all of its Shareholders the shareholders of such entity having the right to exchange their Ordinary Insider Shares for cash, securities or other property, then the Escrow Agent will, upon receipt of a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, stating that such transaction is then being consummated, release the Escrow Securities to the Initial Shareholders or their Permitted Transferees immediately prior to the consummation of such transaction so that they can similarly participate; provided further, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the applicable Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Securities; and provided further, that if the Escrow Agent is notified by the Company that Chardan did not exercise its overallotment over-allotment option (as further described in the Registration Statement) or exercised it in part, an amount such that the remaining Ordinary Insider Shares included in the Escrow Securities shall not exceed 25.420% of the outstanding Ordinary Shares common stock post-Public Offering (but in no event more than 204,000 Escrow Securities[187,500] Insider Shares) shall be forfeited by the Initial Shareholders and any Permitted Transferee and cancelled by the Company and the Escrow Agent shall promptly destroy the certificates representing such Escrow SecuritiesInsider Shares. For purposes of this Agreement, (i) a an “Business CombinationAcquisition Transaction” shall mean an acquisition of one or more operating businesses by a merger, stock exchange, asset acquisition acquisition, stock purchase or other similar business combinationacquisition transaction, or controlling, through contractual arrangements, control and pursuant to which holders of one or more target businesses having a fair market value of at least 80% of Units sold in the Company’s net assets at the time of Public Offering have been granted redemption rights with respect to such acquisitionUnits.