Common use of Deferred Underwriting Commission Clause in Contracts

Deferred Underwriting Commission. The Underwriters agree that (i) 2.0% of the gross proceeds from the sale of the Firm Units (up to $2,600,000) and the Option Units (up to $390,000), if any with respect to investors introduced by the Underwriters, or (ii) 1.0% of the gross proceeds from the sale of the Firm Units and the Option Units, if any, with respect to investors introduced by the Company (collectively, the “Deferred Underwriting Commission”), will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Underwriters for their own accounts upon consummation of the Company’s initial Business Combination, provided that each Underwriter, severally and not jointly, reserves the right in its sole discretion to waive the Deferred Underwriting Commission at any time prior to the initial Business Combination by providing written notice to the Company. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Underwriters agree that: (i) they shall forfeit any rights or claims to the Deferred Underwriting Commission; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public Shareholders.

Deferred Underwriting Commission. The Underwriters agree that (i) 2.03.5% of the gross proceeds from the sale of the Firm Units (up to $2,600,0003,150,000) and the Option Units (up to $390,000), if any with respect to investors introduced by the Underwriters, or (ii) 1.03.5% of the gross proceeds from the sale of the Firm Option Units and the Option Units, if any, with respect (up to investors introduced by the Company an additional $472,500) (collectively, the “Deferred Underwriting Commission”), ) will be deposited in and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Underwriters Representative for their its own accounts account upon consummation of the Company’s initial Business Combination, provided . Each of the Underwriters acknowledges that each Underwriter, severally and not jointly, reserves only the right in its sole discretion to waive Representative shall receive the Deferred Underwriting Commission at any time prior to the initial Business Combination by providing written notice to the CompanyCommission. In the event that the Company is unable to consummate a Business Combination and Continental Stock Transfer & Trust Company (“CST”), as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Underwriters agree that: (i) they shall the Underwriters hereby forfeit any rights or claims to the Deferred Underwriting Commission; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public Shareholderspublic shareholders.

Deferred Underwriting Commission. The Underwriters agree that (i) 2.03.0% of the gross proceeds from the sale of the Firm Units (up to $2,600,0002,250,000) and the Option Units (up to $390,000), if any with respect to investors introduced by the Underwriters, or (ii) 1.03.0% of the gross proceeds from the sale of the Firm Option Units and the Option Units, if any, with respect (up to investors introduced by the Company $337,500) (collectively, the “Deferred Underwriting Commission”), ) will be deposited in and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Underwriters Maxim for their its own accounts account upon consummation of the Company’s initial Business Combination, provided . Each of the Underwriters acknowledges that each Underwriter, severally and not jointly, reserves the right in its sole discretion to waive only Maxim shall receive the Deferred Underwriting Commission at any time prior to the initial Business Combination by providing written notice to the CompanyCommission. In the event that the Company is unable to consummate a Business Combination and Continental Stock Transfer & Trust Company (“CST”), as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Underwriters agree that: (i) they shall the Underwriters hereby forfeit any rights or claims to the Deferred Underwriting Commission; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public Shareholderspublic shareholders.

Deferred Underwriting Commission. The Underwriters agree that (i) 2.03.5% of the gross proceeds from the sale of the Firm Units (up to $2,600,0003,080,000) and the Option Units (up to $390,000), if any with respect to investors introduced by the Underwriters, or (ii) 1.03.5% of the gross proceeds from the sale of the Firm Option Units and the Option Units, if any, with respect (up to investors introduced by the Company $462,000) (collectively, the “Deferred Underwriting Commission”), ) will be deposited in and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Underwriters Representative for their its own accounts account upon consummation of the Company’s initial Business Combination, provided . Each of the Underwriters acknowledges that each Underwriter, severally and not jointly, reserves only the right in its sole discretion to waive Representative shall receive the Deferred Underwriting Commission at any time prior to the initial Business Combination by providing written notice to the CompanyCommission. In the event that the Company is unable to consummate a Business Combination and Continental Stock Transfer & Trust Company (“CST”), as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Underwriters agree that: (i) they shall the Underwriters hereby forfeit any rights or claims to the Deferred Underwriting Commission; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public Shareholderspublic stockholders.

Deferred Underwriting Commission. The Underwriters agree that three and one-half percent (i3.5%) 2.0% of the gross proceeds from the sale of the Firm Units (up to $2,600,0003,500,000) and the Option Units three and one-half percent (up to $390,000), if any with respect to investors introduced by the Underwriters, or (ii3.5%) 1.0% of the gross proceeds from the sale of the Firm Option Units and the Option Units, if any, with respect (up to investors introduced by the Company $525,000) (collectively, the “Deferred Underwriting Commission”), ) will be deposited by the Underwriters in and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Underwriters Chardan for their its own accounts account upon consummation of the Company’s initial Business Combination, provided that each Underwriter, severally and not jointly, reserves the right in its sole discretion to waive the . The Deferred Underwriting Commission at any time prior is due and payable to the initial Business Combination by providing written notice to the CompanyUnderwriters. In the event that the Company is unable to consummate a Business Combination and CSTContinental Stock Transfer & Trust Company, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Underwriters agree that: (i) they shall the Underwriters hereby forfeit any rights or claims to the Deferred Underwriting CommissionCommission any Underwriter may have; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-pro rata basis among the Public Shareholderspublic stockholders.

Deferred Underwriting Commission. The Underwriters agree Representative agrees that (i) 2.0% of the gross proceeds from the sale of the Firm Units will be paid to the Representative on the Closing Date (up to $2,600,000) the “Closing Date Underwriting Commission”); and the Option Units (up to $390,000), if any with respect to investors introduced by the Underwriters, or (ii) 1.0that 1% of the gross proceeds from the sale of the Firm Units ($600,000) and the Option UnitsUnits (up to $690,000), if any, with respect to investors introduced by the Company any (collectively, the “Deferred Underwriting Commission”), will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Underwriters for their own accounts upon consummation of the Company’s initial Business Combination, provided that each Underwriter, severally and not jointly, reserves the right in its sole discretion to waive the Deferred Underwriting Commission at any time prior to the initial Business Combination by providing written notice to the Company. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Underwriters agree that: (i) they shall forfeit any rights or claims to the Deferred Underwriting Commission; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public Shareholders.

Deferred Underwriting Commission. The Underwriters agree that (i) 2.0% of the gross proceeds from the sale of the Firm Units (up $2,300,000) will be paid to $2,600,000) the Underwriters on the Closing Date (the “Closing Date Underwriting Commission”); and the Option Units (up to $390,000), if any with respect to investors introduced by the Underwriters, or (ii) 1.03.5% of the gross proceeds from the sale of the Firm Units and the Option Units, if any, with respect to investors introduced by the Company (collectively, $4,025,000) (the “Deferred Underwriting Commission”), ) will be deposited in and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Underwriters Representative for their its own accounts account upon consummation of the Company’s initial Business Combination, provided that each Underwriter, severally and not jointly, reserves the right in its sole discretion to waive the Deferred Underwriting Commission at any time prior to the initial Business Combination by providing written notice to the Company. In the event that the Company is unable to consummate a Business Combination (as defined below) and CSTWT, as the trustee of the Trust Account (in this context, the “Trustee”)Account, commences liquidation of the Trust Account as provided in the Trust Agreement, the Underwriters agree Underwriter agrees that: (i) they shall the Underwriters hereby forfeit any rights or claims to the Deferred Underwriting Commission; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public Shareholderspublic shareholders.

Deferred Underwriting Commission. The Underwriters agree that (i) 2.03.0% of the gross proceeds from the sale of the Firm Units (up to $2,600,0003,000,000) and the Option Units (up to $390,000), if any with respect to investors introduced by the Underwriters, or (ii) 1.03.0% of the gross proceeds from the sale of the Firm Option Units and the Option Units, if any, with respect (up to investors introduced by the Company $450,000) (collectively, the “Deferred Underwriting Commission”), ) will be deposited in and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Underwriters Representative for their its own accounts account upon consummation of the Company’s initial Business Combination, provided . Each of the Underwriters acknowledges that each Underwriter, severally and not jointly, reserves only the right in its sole discretion to waive Representative shall receive the Deferred Underwriting Commission at any time prior to the initial Business Combination by providing written notice to the CompanyCommission. In the event that the Company is unable to consummate a Business Combination and Continental Stock Transfer & Trust Company (“CST”), as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Underwriters agree that: (i) they shall the Underwriters hereby forfeit any rights or claims to the Deferred Underwriting Commission; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public Shareholderspublic shareholders.

Deferred Underwriting Commission. The Underwriters agree that (i) 2.03.5% of the gross proceeds from the sale of the Firm Units (up to $2,600,0003,500,000) and the Option Units (up to $390,000), if any with respect to investors introduced by the Underwriters, or (ii) 1.03.5% of the gross proceeds from the sale of the Firm Option Units and the Option Units, if any, with respect (up to investors introduced by the Company an additional $525,000) (collectively, the “Deferred Underwriting Commission”), ) will be deposited in and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Underwriters Representative for their its own accounts account upon consummation of the Company’s initial Business Combination, provided . Each of the Underwriters acknowledges that each Underwriter, severally and not jointly, reserves only the right in its sole discretion to waive Representative shall receive the Deferred Underwriting Commission at any time prior to the initial Business Combination by providing written notice to the CompanyCommission. In the event that the Company is unable to consummate a Business Combination and Continental Stock Transfer & Trust Company (“CST”), as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Underwriters agree that: (i) they shall the Underwriters hereby forfeit any rights or claims to the Deferred Underwriting Commission; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public Shareholderspublic shareholders.

Deferred Underwriting Commission. The Underwriters agree that (i) 2.02.5% of the gross proceeds from the sale of the Firm Units (up to $2,600,0002,750,000) and the Option Units (up to $390,000), if any with respect to investors introduced by the Underwriters, or (ii) 1.02.5% of the gross proceeds from the sale of the Firm Option Units and the Option Units, if any, with respect (up to investors introduced by the Company $412,500) (collectively, the “Deferred Underwriting Commission”), ) will be deposited in and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Underwriters Representative for their its own accounts account upon consummation of the Company’s initial Business Combination, provided . Each of the Underwriters acknowledges that each Underwriter, severally and not jointly, reserves only the right in its sole discretion to waive Representative shall receive the Deferred Underwriting Commission at any time prior to the initial Business Combination by providing written notice to the CompanyCommission. In the event that the Company is unable to consummate a Business Combination and Continental Stock Transfer & Trust Company (“CST”), as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Underwriters agree that: (i) they shall the Underwriters hereby forfeit any rights or claims to the Deferred Underwriting Commission; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public Shareholderspublic shareholders.

Deferred Underwriting Commission. The Underwriters agree Underwriter agrees that (i) 2.02.5% of the gross proceeds from the sale of the Firm Units (up to $2,600,0004,375,000) and the Option Units (up to $390,000), if any with respect to investors introduced by the Underwriters, or (ii) 1.02.5% of the gross proceeds from the sale of the Option Units ($656,250 and, cumulatively with the gross proceeds from the sale of the Firm Units and the Option Units, if any, with respect up to investors introduced by the Company $5,031,250) (collectively, the “Deferred Underwriting Commission”), ) will be deposited in and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Underwriters Chardan for their its own accounts account upon consummation of the Company’s initial Business Combination, provided that each Underwriter, severally and not jointly, reserves the right in its sole discretion to waive the Deferred Underwriting Commission at any time prior to the initial Business Combination by providing written notice to the Company. In the event that the Company is unable to consummate a Business Combination and Continental Stock Transfer & Trust Company (“CST”), as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Underwriters agree Underwriter agrees that: (i) they shall the Underwriters hereby forfeit any rights or claims to the Deferred Underwriting Commission; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public ShareholdersStockholders.

Deferred Underwriting Commission. The Underwriters agree Representative agrees that (i) 2.02.25% of the gross proceeds from the sale of the Firm Units (up to $2,600,0003,937,500) and the Option Units (up to $390,000), if any with respect to investors introduced by the Underwriters, or (ii) 1.04.50% of the gross proceeds from the sale of the Firm Option Units and the Option Units, if any, with respect (up to investors introduced by the Company $1,181,250) (collectively, the “Deferred Underwriting Commission”), ) will be deposited in and held in the Trust Account and shall be payable directly from the Trust AccountAccount to the Representative, without accrued interest, . The Deferred Underwriting Commission shall be paid by the Company solely to the Underwriters for their own accounts Representative in cash upon consummation the closing of the Company’s initial Business Combination, provided that each Underwriter, severally and not jointly, reserves the right in its sole discretion to waive the Deferred Underwriting Commission at any time prior to the initial Business Combination by providing written notice to the Company. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Underwriters agree Representative, on behalf of itself and the other Underwriters, agrees that: (i) they the several Underwriters shall forfeit any rights or claims to the Deferred Underwriting Commission; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public Shareholders.

Deferred Underwriting Commission. The Underwriters agree that (i) 2.03.5% of the gross proceeds from the sale of the Firm Units (up to $2,600,0008,750,000) and the Option Units (up to $390,000), if any with respect to investors introduced by the Underwriters, or (ii) 1.03.5% of the gross proceeds from the sale of the Firm Option Units and the Option Units, if any, with respect (up to investors introduced by the Company $1,312,500) (collectively, the “Deferred Underwriting Commission”), ) will be deposited in and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Underwriters for their own accounts account upon consummation of the Company’s initial Business Combination, provided that each Underwriter, severally and not jointly, reserves the right in its sole discretion to waive the . The Deferred Underwriting Commission at any time prior is due and payable only to the initial Business Combination by providing written notice to Underwriters in the Companysame proportions as set forth on Schedule A hereto. In the event that the Company is unable to consummate a Business Combination and CSTContinental Stock Transfer & Trust Company, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Underwriters agree that: (i) they shall the Underwriters hereby forfeit any rights or claims to the Deferred Underwriting CommissionCommission any Underwriter may have; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public Shareholderspublic shareholders.

Deferred Underwriting Commission. The Underwriters agree that (i) 2.03.5% of the gross proceeds from the sale of the Firm Units (up to $2,600,0007,000,000) and the Option Units (up to $390,000), if any with respect to investors introduced by the Underwriters, or (ii) 1.03.5% of the gross proceeds from the sale of the Firm Option Units and the Option Units, if any, with respect (up to investors introduced by the Company $1,050,000) (collectively, the “Deferred Underwriting Commission”), ) will be deposited in and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Underwriters for their own accounts account upon consummation of the Company’s initial Business Combination, provided that each Underwriter, severally and not jointly, reserves the right in its sole discretion to waive the . The Deferred Underwriting Commission at any time prior is due and payable only to the initial Business Combination by providing written notice to Underwriters in the Companysame proportions as set forth on Schedule A hereto. In the event that the Company is unable to consummate a Business Combination and CSTContinental Stock Transfer & Trust Company, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Underwriters agree that: (i) they shall the Underwriters hereby forfeit any rights or claims to the Deferred Underwriting CommissionCommission any Underwriter may have; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public Shareholderspublic shareholders.

Deferred Underwriting Commission. The Underwriters agree that (i) 2.03.25% of the gross proceeds from the sale of the Firm Units (up to $2,600,0001,950,000) and the Option Units (up to $390,000), if any with respect to investors introduced by the Underwriters, or (ii) 1.03.25% of the gross proceeds from the sale of the Firm Option Units and the Option Units, if any, with respect (up to investors introduced by the Company $292,500) (collectively, the “Deferred Underwriting Commission”), ) will be deposited in and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Underwriters Maxim for their its own accounts account upon consummation of the Company’s initial Business Combination, provided . Each of the Underwriters acknowledges that each Underwriter, severally and not jointly, reserves the right in its sole discretion to waive only Maxim shall receive the Deferred Underwriting Commission at any time prior to the initial Business Combination by providing written notice to the CompanyCommission. In the event that the Company is unable to consummate a Business Combination and CSTAmerican Stock Transfer & Trust Company (“AST”), as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Underwriters agree that: (i) they shall the Underwriters hereby forfeit any rights or claims to the Deferred Underwriting Commission; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public Shareholderspublic shareholders.

Deferred Underwriting Commission. The Underwriters agree that (i) 2.0% of the gross proceeds from the sale of the Firm Units (up $3,000,000) will be paid to $2,600,000) the Underwriters on the Closing Date (the “Closing Date Underwriting Commission”); and the Option Units (up to $390,000), if any with respect to investors introduced by the Underwriters, or (ii) 1.03.5% of the gross proceeds from the sale of the Firm Units and the Option Units, if any, with respect to investors introduced by the Company (collectively, $5,250,000) (the “Deferred Underwriting Commission”), ) will be deposited in and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Underwriters Representative for their its own accounts account upon consummation of the Company’s initial Business Combination, provided that each Underwriter, severally and not jointly, reserves the right in its sole discretion to waive the Deferred Underwriting Commission at any time prior to the initial Business Combination by providing written notice to the Company. In the event that the Company is unable to consummate a Business Combination (as defined below) and CSTWT, as the trustee of the Trust Account (in this context, the “Trustee”)Account, commences liquidation of the Trust Account as provided in the Trust Agreement, the Underwriters agree Underwriter agrees that: (i) they shall the Underwriters hereby forfeit any rights or claims to the Deferred Underwriting Commission; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public Shareholderspublic shareholders.

Deferred Underwriting Commission. The Underwriters agree Underwriter agrees that (i) 2.02.5% of the gross proceeds from the sale of the Firm Units (up to $2,600,0001,000,000) and the Option Units (up to $390,000), if any with respect to investors introduced by the Underwriters, or (ii) 1.02.5% of the gross proceeds from the sale of the Option Units (up to $150,000, and cumulatively with the gross proceeds from the sale of Firm Units and the Option Units, if any, with respect up to investors introduced by the Company $1,150,000) (collectively, the “Deferred Underwriting Commission”), will be deposited in and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Underwriters Chardan for their its own accounts account upon consummation of the Company’s initial Business Combination, provided that each Underwriter, severally and not jointly, reserves the right in its sole discretion to waive the Deferred Underwriting Commission at any time prior to the initial Business Combination by providing written notice to the Company. In the event that the Company is unable to consummate a Business Combination and CSTAmerican Stock Transfer & Trust Company, LLC (“AMST”), as the trustee of the Trust Account (in this context, the “Trusteethe“Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Underwriters agree Underwriter agrees that: (i) they shall the Underwriters hereby forfeit any rights or claims to the Deferred Underwriting Commission; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public ShareholdersStockholders.

Deferred Underwriting Commission. The Underwriters agree that (i) 2.03.5% of the gross proceeds from the sale of the Firm Units (up to $2,600,0001,750,000) and the Option Units (up to $390,000), if any with respect to investors introduced by the Underwriters, or 262,500) (ii) 1.0% of the gross proceeds from the sale of the Firm Units and the Option Units, if any, with respect to investors introduced by the Company (collectively, the “Deferred Underwriting Commission”), ) will be deposited in and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Underwriters for their own accounts account upon consummation of the Company’s initial Business Combination. Upon closing of the Business Combination, provided that each Underwriter, severally and not jointly, reserves of the right in its sole discretion to waive Underwriters shall receive a portion of the Deferred Underwriting Commission at any time prior proportional to the initial Business Combination number of Firm Units purchased by providing written notice to the Companysuch Underwriter. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Underwriters agree Underwriter agrees that: (i) they shall the Underwriters hereby forfeit any rights or claims to the Deferred Underwriting Commission; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public ShareholdersStockholders.

Deferred Underwriting Commission. The Underwriters agree Underwriter agrees that (i) 2.02.5% of the gross proceeds from the sale of the Firm Units (up to $2,600,0001,000,000) and the Option Units (up to $390,000), if any with respect to investors introduced by the Underwriters, or (ii) 1.02.5% of the gross proceeds from the sale of the Option Units (up to $150,000, and cumulatively with the gross proceeds from the sale of Firm Units and the Option Units, if any, with respect up to investors introduced by the Company $1,150,000) (collectively, the “Deferred Underwriting Commission”), will be deposited in and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Underwriters Chardan for their its own accounts account upon consummation of the Company’s initial Business Combination, provided that each Underwriter, severally and not jointly, reserves the right in its sole discretion to waive the Deferred Underwriting Commission at any time prior to the initial Business Combination by providing written notice to the Company. In the event that the Company is unable to consummate a Business Combination and CSTAmerican Stock Transfer & Trust Company, LLC (“AMST”), as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Underwriters agree Underwriter agrees that: (i) they shall the Underwriters hereby forfeit any rights or claims to the Deferred Underwriting Commission; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public ShareholdersStockholders.

Deferred Underwriting Commission. The Underwriters agree that (i) 2.03.25% of the gross proceeds from the sale of the Firm Units (up to $2,600,0001,625,000) and the Option Units (up to $390,000), if any with respect to investors introduced by the Underwriters, or (ii) 1.03.25% of the gross proceeds from the sale of the Firm Option Units and the Option Units, if any, with respect (up to investors introduced by the Company $243,750) (collectively, the “Deferred Underwriting Commission”), ) will be deposited in and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Underwriters Maxim for their its own accounts account upon consummation of the Company’s initial Business Combination, provided . Each of the Underwriters acknowledges that each Underwriter, severally and not jointly, reserves the right in its sole discretion to waive only Maxim shall receive the Deferred Underwriting Commission at any time prior to the initial Business Combination by providing written notice to the CompanyCommission. In the event that the Company is unable to consummate a Business Combination and CSTAmerican Stock Transfer & Trust Company (“AST”), as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Underwriters agree that: (i) they shall the Underwriters hereby forfeit any rights or claims to the Deferred Underwriting Commission; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public Shareholderspublic shareholders.

Deferred Underwriting Commission. The Underwriters agree Representative agrees that (i) 2.02.25% of the gross proceeds from the sale of the Firm Units (up to $2,600,0003,375,000) and the Option Units (up to $390,000), if any with respect to investors introduced by the Underwriters, or (ii) 1.04.50% of the gross proceeds from the sale of the Firm Option Units and the Option Units, if any, with respect (up to investors introduced by the Company $1,012,500) (collectively, the “Deferred Underwriting Commission”), ) will be deposited in and held in the Trust Account and shall be payable directly from the Trust AccountAccount to the Representative, without accrued interest, . The Deferred Underwriting Commission shall be paid by the Company solely to the Underwriters for their own accounts Representative in cash upon consummation the closing of the Company’s initial Business Combination, provided that each Underwriter, severally and not jointly, reserves the right in its sole discretion to waive the Deferred Underwriting Commission at any time prior to the initial Business Combination by providing written notice to the Company. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Underwriters agree Representative, on behalf of itself and the other Underwriters, agrees that: (i) they the several Underwriters shall forfeit any rights or claims to the Deferred Underwriting Commission; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public Shareholders.