Common use of Representative’s Shares Clause in Contracts

Representative’s Shares. As additional consideration, the Company hereby agrees to issue to the Representative (and/or its designees) on the Closing Date 75,000 Ordinary Shares (the “Representative’s Shares”). The Representative agrees (i) to waive its redemption rights with respect to such shares in connection with the completion of the initial Business Combination, (ii) to waive its rights to liquidating distributions from the Trust Account with respect to the Representative’s Shares if the Company fails to complete its initial Business Combination and (iii) to vote in favor of the initial Business Combination with respect to such shares if the Company submits the initial Business Combination to the public shareholders for a vote. The Representative agrees by its acceptance of the Representative’s Shares, that it will not: (a) sell, transfer, assign, pledge or hypothecate the Representative’s Shares for a period of 180 days following the Effective Date to anyone other than: (i) an underwriter or a Selected Dealer participating in the Offering, or (ii) an officer, partner, registered person, or affiliate of the Representative or of any such underwriter or Selected Dealer, in each case in accordance with FINRA Conduct Rule 5110(e)(1), and (b) cause the Representative’s Shares to be the subject of any hedging, short sale, derivative, put or call transaction, for a period of 180 days following the Effective Date, that would result in the effective economic disposition of the Representative’s Shares, except as provided for in FINRA Rule 5110(e)(2). The Underwriters are not entitled to, and have no right, interest or claim to any monies held in the Trust Account, other than to the extent of their Business Combination Marketing Fees upon the consummation of the Business Combination.

Representative’s Shares. As additional consideration, the The Company hereby agrees to issue to the Representative (and/or its designees) on one percent. (1.0%) of the Closing Date 75,000 Ordinary Shares sold pursuant to the Offering and the exercise of the Over-Allotment Option (collectively the “Representative’s Shares”). Delivery of the Representative’s Shares shall be made on the Closing Date and the Option Closing Date. The Company shall deliver to the Representative (and/or its designees) in the form of book-entry the Representative’s Shares in the name or names and in such authorized denominations as the Representative may request. The Representative agrees has agreed not to transfer, assign, sell, pledge, or hypothecate any such Representative’s Shares, or subject such Representative’s Shares to hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person until one hundred eighty (180) days immediately following the commencement of sales in the Offering pursuant to FINRA Rule 5110(e)(1), except that (x) the Representative’s Shares may be transferred, in whole or in part, to any member participating in the Offering and its officers or partners, its registered persons or affiliates, if all transferred securities remain subject to the lock-up restriction for the remainder of the one hundred eighty (180) days, (y) the Representative’s Shares may be transferred back to the issuer in a transaction exempt from registration with the Commission, or other exceptions as provided under FINRA Rule 5110(e)(2). In addition, the Representative has agreed, and will cause any transferee of the Representative’s Shares to agree, (i) to waive its redemption rights with respect to such shares in connection with the completion of the Company’s initial Business Combinationbusiness combination, and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to the Representative’s Shares such shares if the Company fails to complete its initial Business Combination and business combination within 15 months (iiior such longer period that may be extended through a shareholder approval) to vote in favor from the closing of the initial Business Combination with respect to such shares if the Company submits the initial Business Combination to the public shareholders for a vote. The Representative agrees by its acceptance of the Representative’s Shares, that it will not: (a) sell, transfer, assign, pledge or hypothecate the Representative’s Shares for a period of 180 days following the Effective Date to anyone other than: (i) an underwriter or a Selected Dealer participating in the Offering, or (ii) an officer, partner, registered person, or affiliate of the Representative or of any such underwriter or Selected Dealer, in each case in accordance with FINRA Conduct Rule 5110(e)(1), and (b) cause the Representative’s Shares to be the subject of any hedging, short sale, derivative, put or call transaction, for a period of 180 days following the Effective Date, that would result in the effective economic disposition of the Representative’s Shares, except as provided for in FINRA Rule 5110(e)(2). The Underwriters are not entitled to, and have no right, interest or claim to any monies held in the Trust Account, other than to the extent of their Business Combination Marketing Fees upon the consummation of the Business Combination.

Representative’s Shares. As additional consideration, the Company hereby agrees to issue to the Representative I-Bankers (and/or its designees) on the Closing Date 75,000 or Option Closing Date, as applicable, 0.75% of the Ordinary Shares contained in the Units sold in the Offering at a purchase price of $0.01 per share (excluding any Ordinary Shares underlying the Warrants and the Rights contained in the Units) (the “Representative’s Shares”). The Representative I-Bankers agrees (i) to waive its redemption rights with respect to such shares in connection with the completion of the initial Business Combination, Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to the Representative’s Shares if the Company fails to complete its initial Business Combination and within 12 months from the Closing Date (iii) or up to vote in favor of 18 months from the initial Business Combination with respect to such shares Closing Date if the Company submits extends the initial period of time to consummate a Business Combination to the public shareholders for a voteCombination). The Representative agrees by its acceptance of the Representative’s Shares, that it will not: (a) sell, transfer, assign, pledge or hypothecate the Representative’s Shares for a period of 180 360 days following the Effective Date to anyone other than: (i) an underwriter or a Selected Dealer selected dealer participating in the Offering, or (ii) an officer, partner, registered person, or affiliate of the Representative or of any such underwriter or Selected Dealerselected dealer, in each case in accordance with FINRA Conduct Rule 5110(e)(1), and (b) cause the Representative’s Shares to be the subject of any hedging, short sale, derivative, put or call transaction, for a period of 180 360 days following the Effective Date, that would result in the effective economic disposition of the Representative’s Shares, except as provided for in FINRA Rule 5110(e)(2). The Underwriters are not entitled to, and have no right, interest or claim to any monies held in the Trust Account, other than to the extent of their Business Combination Marketing Fees upon the consummation of the Business Combination.

Representative’s Shares. As additional consideration, the Company hereby agrees to issue to the Representative I-Bankers (and/or its designees) on the Closing Date 75,000 or Option Closing Date, as applicable, 0.75% of the Ordinary Shares contained in the Units sold in the Offering at a purchase price of $0.01 per share (excluding any Ordinary Shares underlying the Warrants and the Rights contained in the Units) (the “Representative’s Shares”). The Representative I-Bankers agrees (i) to waive its redemption rights with respect to such shares in connection with the completion of the initial Business Combination, Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to the Representative’s Shares if the Company fails to complete its initial Business Combination and within 15 months from the Closing Date (iii) or up to vote in favor of 21 months from the initial Business Combination with respect to such shares Closing Date if the Company submits extends the initial period of time to consummate a Business Combination to the public shareholders for a voteCombination). The Representative agrees by its acceptance of the Representative’s Shares, that it will not: (a) sell, transfer, assign, pledge or hypothecate the Representative’s Shares for a period of 180 360 days following the Effective Date to anyone other than: (i) an underwriter or a Selected Dealer selected dealer participating in the Offering, or (ii) an officer, partner, registered person, or affiliate of the Representative or of any such underwriter or Selected Dealerselected dealer, in each case in accordance with FINRA Conduct Rule 5110(e)(1), and (b) cause the Representative’s Shares to be the subject of any hedging, short sale, derivative, put or call transaction, for a period of 180 360 days following the Effective Date, that would result in the effective economic disposition of the Representative’s Shares, except as provided for in FINRA Rule 5110(e)(2). The Underwriters are not entitled to, and have no right, interest or claim to any monies held in the Trust Account, other than to the extent of their Business Combination Marketing Fees upon the consummation of the Business Combination.

Representative’s Shares. As additional consideration, the The Company hereby agrees to issue to the Representative (and/or or its designees), for an aggregate purchase price of $100.00, 284,625 shares of Common Stock (the “Representative Shares”) on the Closing Date 75,000 Ordinary Shares (Date, of which up to 37,125 shall be subject to forfeiture in proportion to the “Representative’s Shares”)amount of the Over-allotment Option that is not exercised. The Company shall deliver to Representative, and its designees, upon execution of customary and mutually agreed upon investor representation letters, book-entry confirmations for the Representative Shares in the name or names and in such authorized denominations as Representative may request. The Representative, on behalf of itself and each of its designees or permitted assignees, hereby agrees not to transfer, assign or sell any such Representative Shares until the completion of the initial Business Combination. In addition, the Representative, on behalf of itself and each of its designees or permitted assignees, hereby agrees (i) to waive its redemption rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of the initial Business Combination, Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to the Representative’s Shares if the Company fails to complete its initial Business Combination and (iii) to vote in favor of the initial Business Combination trust account with respect to such shares if the Company submits fails to complete the initial Business Combination to within 12 months from the public shareholders for a vote. The Representative agrees by its acceptance closing of the Representative’s SharesOffering (or up to 18 months from the closing of this Offering if the Company extends the period of time to consummate an initial Business Combination by the full amount of time as described in the Registration Statement). In addition, that it the Representative will not: (a) not sell, transfer, assign, pledge or hypothecate the Representative’s Shares for a period of 180 days following the Effective Date to anyone other than: (i) an underwriter or a Selected Dealer participating in the OfferingRepresentative Shares, or (ii) an officer, partner, registered person, or affiliate of cause the Representative or of any such underwriter or Selected Dealer, in each case in accordance with FINRA Conduct Rule 5110(e)(1), and (b) cause the Representative’s Shares to be the subject of any hedging, short sale, derivative, put put, or call transaction, for a period of 180 days following the Effective Date, transaction that would result in the effective economic disposition of the Representative’s SharesRepresentative Shares by any person, except as provided for in a period of time ending on the later of the completion of the initial Business Combination and 180 days (pursuant to FINRA Rule 5110(e)(25110(e)(1)) following the Effective Date to anyone other than (i) an underwriter or selected dealer in connection with the Offering, or (ii) any officers, partners, registered persons or affiliates of the Representative or of any underwriter or selected dealer in connection with the Offering. Thereafter, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. The Underwriters are not entitled to, certificates or book-entry positions for the Representative Shares shall contain legends to reflect the above FINRA and have no right, interest or claim to any monies held in the Trust Account, other than to the extent of their Business Combination Marketing Fees upon the consummation of the Business Combination.contractual transfer restrictions. {N0405512}

Representative’s Shares. As additional consideration, the The Company hereby agrees to issue to the Representative (and/or its designees) on the Closing Date 75,000 210,000 Ordinary Shares, or up to 241,500 Ordinary Shares if the Underwriters’ Over-Allotment Option is exercised in full, equal to there and one-half (3.5%) of the gross proceeds from the Offering and the exercise of the Over-Allotment Option, if any, at a price of $10.00 per Ordinary Share (collectively the “Representative’s Shares”). Delivery of the Representative’s Shares shall be made on the Closing Date and the Option Closing Date. The Company shall deliver to the Representative (and/or its designees) in the form of book-entry the Representative’s Shares in the name or names and in such authorized denominations as the Representative may request. The Representative agrees has agreed not to transfer, assign, sell, pledge, or hypothecate any such Representative’s Shares, or subject such Representative’s Shares to hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person until one hundred eighty (i180) days immediately following the commencement of sales in the Offering pursuant to FINRA Rule 5110(e)(1), except that (x) the Representative’s Shares may be transferred, in whole or in part, to any member participating in the Offering and its officers or partners, its registered persons or affiliates, if all transferred securities remain subject to the lock-up restriction for the remainder of the one hundred eighty (180) days, (y) the Representative’s Shares may be transferred back to the issuer in a transaction exempt from registration with the Commission, or other exceptions as provided under FINRA Rule 5110(e)(2). In addition, the Representative has agreed, and will cause any transferee of the Representative’s Shares to agree, (a) vote at a shareholder meeting of the Company to approve a Business Combination or any amendment to the Charter Documents (as defined in Section 2.11 below) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a business combination, (b) waive its redemption rights with respect to such shares until the completion of the Company’s initial Business Combination, in connection with the completion of the Company’s initial Business Combination or a shareholder vote to approve an amendment to the Charter Documents (as defined in Section 2.11 below) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination, and (iib) to waive its rights to liquidating distributions from the Trust Account with respect to the Representative’s such Ordinary Shares if the Company fails to complete its initial Business Combination and (iii) to vote in favor of within the initial Business Combination with respect to such shares if the Company submits the initial Business Combination to the public shareholders for a vote. The Representative agrees by its acceptance of the Representative’s Shares, that it will not: (a) sell, transfer, assign, pledge or hypothecate the Representative’s Shares for a period of 180 days following the Effective Date to anyone other than: (i) an underwriter or a Selected Dealer participating prescribed timeline as provided in the Offering, or (ii) an officer, partner, registered person, or affiliate of the Representative or of any such underwriter or Selected Dealer, in each case in accordance with FINRA Conduct Rule 5110(e)(1), and (b) cause the Representative’s Shares to be the subject of any hedging, short sale, derivative, put or call transaction, for a period of 180 days following the Effective Date, that would result in the effective economic disposition of the Representative’s Shares, except as provided for in FINRA Rule 5110(e)(2). The Underwriters are not entitled to, and have no right, interest or claim to any monies held in the Trust Account, other than to the extent of their Business Combination Marketing Fees upon the consummation of the Business CombinationCharter Documents.

Representative’s Shares. As additional consideration, the The Company hereby agrees to issue to the Representative (and/or its designees) on the Closing Date 75,000 210,000 Ordinary Shares, or up to 241,500 Ordinary Shares if the Underwriters’ Over-Allotment Option is exercised in full, equal to there and one-half (3.5%) of the gross proceeds from the Offering and the exercise of the Over-Allotment Option, if any, at a price of $10.00 per share (collectively the “Representative’s Shares”). Delivery of the Representative’s Shares shall be made on the Closing Date and the Option Closing Date. The Company shall deliver to the Representative (and/or its designees) in the form of book-entry the Representative’s Shares in the name or names and in such authorized denominations as the Representative may request. The Representative agrees has agreed not to transfer, assign, sell, pledge, or hypothecate any such Representative’s Shares, or subject such Representative’s Shares to hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person until one hundred eighty (i180) days immediately following the commencement of sales in the Offering pursuant to FINRA Rule 5110(e)(1), except that (x) the Representative’s Shares may be transferred, in whole or in part, to any member participating in the Offering and its officers or partners, its registered persons or affiliates, if all transferred securities remain subject to the lock-up restriction for the remainder of the one hundred eighty (180) days, (y) the Representative’s Shares may be transferred back to the issuer in a transaction exempt from registration with the Commission, or other exceptions as provided under FINRA Rule 5110(e)(2). In addition, the Representative has agreed, and will cause any transferee of the Representative’s Shares to agree, (a) vote at a shareholder meeting of the Company to approve a Business Combination or any amendment to the Charter Documents (as defined in Section 2.11 below) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a business combination, (b) waive its redemption rights with respect to such shares until the completion of the Company’s initial Business Combination, in connection with the completion of the Company’s initial Business Combination or a shareholder vote to approve an amendment to the Charter Documents (as defined in Section 2.11 below) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination, and (iib) to waive its rights to liquidating distributions from the Trust Account with respect to the Representative’s such Ordinary Shares if the Company fails to complete its initial Business Combination and (iii) to vote in favor of within the initial Business Combination with respect to such shares if the Company submits the initial Business Combination to the public shareholders for a vote. The Representative agrees by its acceptance of the Representative’s Shares, that it will not: (a) sell, transfer, assign, pledge or hypothecate the Representative’s Shares for a period of 180 days following the Effective Date to anyone other than: (i) an underwriter or a Selected Dealer participating prescribed timeline as provided in the Offering, or (ii) an officer, partner, registered person, or affiliate of the Representative or of any such underwriter or Selected Dealer, in each case in accordance with FINRA Conduct Rule 5110(e)(1), and (b) cause the Representative’s Shares to be the subject of any hedging, short sale, derivative, put or call transaction, for a period of 180 days following the Effective Date, that would result in the effective economic disposition of the Representative’s Shares, except as provided for in FINRA Rule 5110(e)(2). The Underwriters are not entitled to, and have no right, interest or claim to any monies held in the Trust Account, other than to the extent of their Business Combination Marketing Fees upon the consummation of the Business CombinationCharter Documents.

Representative’s Shares. As additional consideration, the Company hereby agrees to issue to the Representative I-Bankers (and/or its designees) on the Closing Date 75,000 or Option Closing Date, as applicable, 0.75% of the Ordinary Shares contained in the Units sold in the Offering at a purchase price of $0.01 per share (excluding any Ordinary Shares underlying the Warrants and the Rights contained in the Units) (the “Representative’s Shares”). The Representative I-Bankers agrees not to transfer, assign or sell any of the Representative’s Shares without the Company prior written consent until the completion of the Business Combination. I-Bankers agrees (i) to waive its redemption rights with respect to such shares in connection with the completion of the initial Business Combination, Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to the Representative’s Shares if the Company fails to complete its initial Business Combination and within 15 months from the Closing Date (iii) or up to vote in favor of 21 months from the initial Business Combination with respect to such shares Closing Date if the Company submits extends the initial period of time to consummate a Business Combination to the public shareholders for a voteCombination). The Representative agrees by its acceptance of the Representative’s Shares, that it will not: (a) sell, transfer, assign, pledge or hypothecate the Representative’s Shares for a period of 180 days following the Effective Date to anyone other than: (i) an underwriter or a Selected Dealer selected dealer participating in the Offering, or (ii) an officer, partner, registered person, a bona fide officer or affiliate partner of the Representative or of any such underwriter or Selected Dealerselected dealer, in each case in accordance with FINRA Conduct Rule 5110(e)(15110(g)(1), and or (b) cause the Representative’s Shares to be the subject of any hedging, short sale, derivative, put or call transaction, for a period of 180 days following the Effective Date, transaction that would result in the effective economic disposition of the Representative’s Shares, except as provided for in FINRA Rule 5110(e)(25110(g)(2). The Underwriters are not entitled to, and have no right, interest or claim to any monies held in the Trust Account, other than to the extent of their Business Combination Marketing Fees upon the consummation of the Business Combination.

Representative’s Shares. As additional consideration, the The Company hereby agrees to issue to the Representative (and/or its designees) 150,000 Ordinary Shares on the Closing Date 75,000 Ordinary Shares (the “Representative’s Shares”). Delivery of the Representative’s Shares shall be made on the Closing Date. The Company shall deliver to the Representative (and/or its designees) in the form of book-entry the Representative’s Shares in the name or names and in such authorized denominations as the Representative may request. The Representative agrees has agreed not to transfer, assign, sell, pledge, or hypothecate any such Representative’s Shares, or subject such Representative’s Shares to hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person until 180 days immediately following the Closing of the Offering in accordance with Financial Industry Regulatory Authority, Inc. (“FINRA”) Rule 5110(e)(1), except that (x) the Representative’s Shares may be transferred, in whole or in part, to any member participating in the Offering and its officers or partners, its registered persons or affiliates, if all transferred securities remain subject to the lock-up restriction for the remainder of the 180 days, or (y) the Representative’s Shares may be transferred back to the issuer in a transaction exempt from registration with the Commission, or other exceptions as provided under FINRA Rule 5110(e)(2). In addition, the Representative has agreed, and will cause any transferee of the Representative’s Shares to agree, (i) to waive its redemption rights with respect to such shares in connection with the completion of the Company’s initial Business CombinationCombination (as defined below), and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to the Representative’s Shares such shares if the Company fails to complete its initial Business Combination and within 12 months (iiior such longer period that may be extended through a shareholder approval) from the closing of the Offering). The Representative further agrees to vote in favor of the any initial Business Combination with respect to such shares if the Company submits the initial Business Combination presented to the public shareholders for a vote. The Representative agrees by its acceptance of the RepresentativeCompany’s Shares, that it will not: (a) sell, transfer, assign, pledge or hypothecate the Representative’s Shares for a period of 180 days following the Effective Date to anyone other than: (i) an underwriter or a Selected Dealer participating in the Offering, or (ii) an officer, partner, registered person, or affiliate of the Representative or of any such underwriter or Selected Dealer, in each case in accordance with FINRA Conduct Rule 5110(e)(1), and (b) cause the Representative’s Shares to be the subject of any hedging, short sale, derivative, put or call transaction, for a period of 180 days following the Effective Date, that would result in the effective economic disposition of the Representative’s Shares, except as provided for in FINRA Rule 5110(e)(2). The Underwriters are not entitled to, and have no right, interest or claim to any monies held in the Trust Account, other than to the extent of their Business Combination Marketing Fees upon the consummation of the Business Combinationshareholders.