Common use of Underwriting Commission Clause in Contracts

Underwriting Commission. The Underwriters shall receive 0.5% of the gross proceeds from the sale of the Firm Units ($500,000) and Option Units, if any (up to $75,000) (collectively, the “Closing Underwriting Commission”), from the Company at the Closing Date and the Option Closing Date, as applicable. The Underwriters agree that 0.7% of the gross proceeds from the sale of the Firm Units ($700,000) and Option Units (up to $105,000), if any (collectively, the “Deferred Underwriting Commission”), will be deposited and held in the Trust Account and up to which amount(s) shall be payable directly from the Trust Account, without accrued interest, to the Representative for its own account and the account of the Underwriters upon the consummation of the initial Business Combination (such consummation, the “Specified Event”). In the event that the Company is unable to consummate a Business Combination and the Trustee commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative, on behalf of itself and the Underwriters, agrees that (i) it shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; 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. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representatives on behalf of themselves and the Underwriters. For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully satisfied upon the payment of the purchase price for the Public Securities purchased by such Underwriter on the Closing Date or Option Closing Date, as applicable, and the Underwriters shall be entitled to their portion of the Deferred Underwriting Commission without any further conditions except for those set forth above and below. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Specified Event and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Specified Event. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement. The Representative, on behalf of itself and the Underwriters, further agrees that the Deferred Underwriting Commission will be based on, and paid out of, funds available in the Trust Account after payments made out of the Trust Account to honor redemption rights of the Public Shareholders. In addition, upon the closing of the Offering, the Company shall issue to the Representative 200,000 shares of registered Ordinary Shares (representing 2% of the gross proceeds of the Offering if the Over-allotment Option is not exercised). Simultaneously with the Option Closing Date (if any), the Company shall issue to the Representative up to an additional 30,000 shares of registered Ordinary Shares (collectively with the shares referred to in the preceding sentence, the “Representative Shares”). In addition, the Representative has agreed (i) to waive its redemption rights (or right to participate in any tender offer) with respect to such Representative Shares in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to the Representative Shares if the Company fails to complete the initial Business Combination within the periods of the time as provided in the Company’s amended and restated memorandum and articles of association; and (iii) to vote the Representative Shares in favor of any proposed business combination. The Representative will not sell, transfer, assign, pledge or hypothecate the Representative Shares, or cause the Representative Shares to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representative Shares by any person, for a period of 180 days (pursuant to Rule 5110(e)(1) of the Conduct Rules of the Financial Industry Regulatory Authority (“FINRA”)) following the commencement of the sale of the Public Units to anyone other than (i) the Representative or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such underwriter or selected dealer. On and after the 181st day following the commencement of the sale of the Public Units, transfers to others may be made subject to compliance with or exemptions from applicable securities laws.

Underwriting Commission. The Underwriters shall receive 0.5Representative agrees that 4.0% of the gross proceeds from the sale of the Firm Units ($500,00014,000,000) and Option Units, if any (up to $75,000) (collectively, the “Closing Underwriting Commission”), from the Company at the Closing Date and the Option Closing Date, as applicable. The Underwriters agree that 0.76.0% of the gross proceeds from the sale of the Firm Units ($700,000) and Option Units (up to $105,000), if any 3,150,000) (collectively, the “Deferred Underwriting Commission”), ) will be deposited and held in the Trust Account and up to which amount(s) shall be payable directly from the Trust Account, without accrued interest, to the Representative for its own account upon a Business Combination Closing. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the account Representative with respect to the transfer of the Underwriters upon funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the initial Business Combination (such consummation, Trust Agreement shall not be permitted to be amended without the “Specified Event”)prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the Trustee trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative, on behalf of itself and the Underwriters, Representative agrees that that: (i) it the Underwriters shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; 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 Shareholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representatives Representative on behalf of themselves and the Underwriters. For the avoidance of doubt, the obligations of Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter under this Agreement shall be fully satisfied upon the payment of the purchase price for the Public Securities Units purchased by such Underwriter on the Closing Date or closing of this Offering (including payment of the purchase price of any Option Closing Date, as applicableUnits) and will be paid if and when the Company consummates its Business Combination, and for the Underwriters avoidance of doubt, no Underwriter shall be entitled have any obligations hereunder to their portion of the Deferred Underwriting Commission provide any services in connection with an initial Business Combination, without any further conditions except for those set forth above and belowconditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Specified Event Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees and the Representative agree to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Specified EventBusiness Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement. 1. The Representative, on behalf of itself and the Underwriters, further agrees that the Deferred Underwriting Commission will be based on, and paid out of, funds available in the Trust Account after payments made out of the Trust Account to honor redemption rights of the Public Shareholders. In addition, upon the closing of the Offering, the Company shall issue to the Representative 200,000 shares of registered Ordinary Shares (representing 2% of the gross proceeds of the Offering if the Over-allotment Option is not exercised). Simultaneously with the Option Closing Date (if any), the Company shall issue to the Representative up to an additional 30,000 shares of registered Ordinary Shares (collectively with the shares referred to in the preceding sentence, the “Representative Shares”). In addition, the Representative has agreed (i) to waive its redemption rights (or right to participate in any tender offer) with respect to such Representative Shares in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to the Representative Shares if the Company fails to complete the initial Business Combination within the periods of the time as provided in the Company’s amended and restated memorandum and articles of association; and (iii) to vote the Representative Shares in favor of any proposed business combination. The Representative will not sell, transfer, assign, pledge or hypothecate the Representative Shares, or cause the Representative Shares to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representative Shares by any person, for a period of 180 days (pursuant to Rule 5110(e)(1) of the Conduct Rules of the Financial Industry Regulatory Authority (“FINRA”)) following the commencement of the sale of the Public Units to anyone other than (i) the Representative or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such underwriter or selected dealer. On and after the 181st day following the commencement of the sale of the Public Units, transfers to others may be made subject to compliance with or exemptions from applicable securities laws4Private Placements.

Underwriting Commission. The Underwriters shall receive 0.5Representative agrees that 3.50% of the gross proceeds from the sale of the Firm Units ($500,0005,250,000) and Option Units, if any (up to $75,000) (collectively, the “Closing Underwriting Commission”), from the Company at the Closing Date and the Option Closing Date, as applicable. The Underwriters agree that 0.73.50% of the gross proceeds from the sale of the Firm Units ($700,000) and Option Units (up to $105,000), if any 787,500) (collectively, the “Deferred Underwriting Commission”), will be deposited and held in the Trust Account and up to which amount(s) shall be payable directly from the Trust Account, without accrued interest, to the Representative for its own account and the account of the Underwriters upon the consummation of the Company’s initial Business Combination (such consummation, the “Specified Event”)Combination. In the event that the Company is unable to consummate a Business Combination and Continental, as the Trustee trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative, on behalf of itself and the Underwriters, Representative agrees that that: (i) it the Representative shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; 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 Shareholders. The Representative shall have the right to agree to any further modifications to the Any Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall will be made exclusively fully earned by the Representatives on behalf of themselves and the Underwriters. For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully satisfied upon the payment of the purchase price for the Public Securities Units purchased by such Underwriter on the Closing Date or closing of the Offering (including payment of the purchase price of any Option Closing Date, as applicable, Units) and will be paid to the Representative on behalf of the Underwriters shall be entitled to their portion of if and when the Company consummates its Business Combination, without any further conditions. Notwithstanding the foregoing, the Deferred Underwriting Commission without any further conditions except for those shall be payable as follows: (i) $0.175 per Unit shall be paid to the Underwriters in cash, (ii) $0.125 per Unit shall be paid to the Underwriters in cash, such amount to be determined pursuant to the formula set forth above below (the “Trust Account Portion”), and below. Notwithstanding anything (iii) $0.05 per Unit shall be paid to the contrary Underwriters in this Agreementcash (the “Allocable Amount”), each Underwriter provided that, the Company, in its sole discretion, may at determine to allocate any time portion of the Allocable Amount to third parties not participating in the Offering (but who are members of FINRA) that assist in consummation the Business Combination. The Trust Account Portion shall be determined by multiplying (i) a fraction, the numerator of which is the number of Class A Ordinary Shares outstanding immediately prior to the Specified Event consummation of the Business Combination, less any Class A Ordinary Shares that have been submitted for redemption by Public Shareholders who have properly exercised their redemption rights and in its sole and absolute discretion, plus any Class A Ordinary Shares held by written notice to the Company, elect to forfeit any right shareholders that have entered into forward purchase agreements or claim to its Deferred Underwriting Commission, in which case other arrangements whereby the Company agrees has a contractual obligation to instruct the Trustee not to pay repurchase such Underwriter its Deferred Underwriting Commission upon the occurrence of a Specified Event. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement. The Representative, on behalf of itself and the Underwriters, further agrees that the Deferred Underwriting Commission will be based on, and paid out of, funds available in the Trust Account after payments made out of the Trust Account to honor redemption rights of the Public Shareholders. In addition, upon the closing of the Offering, the Company shall issue to the Representative 200,000 shares of registered Class A Ordinary Shares (representing 2% of the gross proceeds of the Offering if the Over-allotment Option is not exercised). Simultaneously with the Option Closing Date (if any), the Company shall issue to the Representative up to an additional 30,000 shares of registered Ordinary Shares (collectively with the shares referred to in the preceding sentence, the “Representative Shares”). In addition, the Representative has agreed (i) to waive its redemption rights (or right to participate in any tender offer) with respect to such Representative Shares in connection with the completion Business Combination, and the denominator of which is the initial Business Combination and number of Class A Ordinary Shares sold in the Offering by (ii) to waive its rights to liquidating distributions from the Trust Account with respect to the Representative Shares if the Company fails to complete the initial Business Combination within the periods of the time as provided in the Company’s amended and restated memorandum and articles of association; and (iii) to vote the Representative Shares in favor of any proposed business combination0.125. 1. The Representative will not sell, transfer, assign, pledge or hypothecate the Representative Shares, or cause the Representative Shares to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representative Shares by any person, for a period of 180 days (pursuant to Rule 5110(e)(1) of the Conduct Rules of the Financial Industry Regulatory Authority (“FINRA”)) following the commencement of the sale of the Public Units to anyone other than (i) the Representative or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such underwriter or selected dealer. On and after the 181st day following the commencement of the sale of the Public Units, transfers to others may be made subject to compliance with or exemptions from applicable securities laws4Private Placements.

Underwriting Commission. The Underwriters shall receive 0.5Representative agrees that 3.50% of the gross proceeds from the sale of the Firm Units ($500,0007,000,000) and Option Units, if any (up to $75,000) (collectively, the “Closing Underwriting Commission”), from the Company at the Closing Date and the Option Closing Date, as applicable. The Underwriters agree that 0.73.50% of the gross proceeds from the sale of the Firm Units ($700,000) and Option Units (up to $105,000), if any 1,050,000) (collectively, the “Deferred Underwriting Commission”), will be deposited and held in the Trust Account and up to which amount(s) shall be payable directly from the Trust Account, without accrued interest, to the Representative for its own account and the account of the Underwriters upon the consummation of the Company’s initial Business Combination (such consummation, the “Specified Event”)Combination. In the event that the Company is unable to consummate a Business Combination and Continental, as the Trustee trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative, on behalf of itself and the Underwriters, Representative agrees that that: (i) it the Representative shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; 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 Shareholders. The Representative shall have the right to agree to any further modifications to the Any Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall will be made exclusively fully earned by the Representatives on behalf of themselves and the Underwriters. For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully satisfied upon the payment of the purchase price for the Public Securities Units purchased by such Underwriter on the Closing Date or closing of the Offering (including payment of the purchase price of any Option Closing Date, as applicable, Units) and will be paid to the Representative on behalf of the Underwriters shall be entitled to their portion of if and when the Company consummates its Business Combination, without any further conditions. Notwithstanding the foregoing, the Deferred Underwriting Commission without any further conditions except for those set forth above and below. Notwithstanding anything shall be payable as follows: (i) $0.175 per Unit shall be paid to the contrary Representative in this Agreement, each Underwriter may at any time prior cash and (ii) up to $0.175 per Unit shall be paid to the Specified Event and Underwriters in cash (the “Allocable Amount”), provided that, the Company, in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee may determine not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Specified Event. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement. The Representative, on behalf of itself and the Underwriters, further agrees that the Deferred Underwriting Commission will be based on, and paid out of, funds available in the Trust Account after payments made out of the Trust Account to honor redemption rights of the Public Shareholders. In addition, upon the closing of the Offering, the Company shall issue Allocable Amount to the Representative 200,000 shares of registered Ordinary Shares (representing 2% of the gross proceeds of the Offering if the Over-allotment Option is not exercised). Simultaneously with the Option Closing Date (if any), the Company Underwriters and instead shall issue use such amount to the Representative up to an additional 30,000 shares of registered Ordinary Shares (collectively with the shares referred to in the preceding sentence, the “Representative Shares”). In addition, the Representative has agreed (i) to waive its redemption rights (or right to participate in any tender offer) with respect to such Representative Shares pay transaction expenses in connection with the completion of the Company’s initial Business Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to the Representative Shares if the Company fails to complete the initial Business Combination within the periods of the time as provided in the Company’s amended and restated memorandum and articles of association; and (iii) to vote the Representative Shares in favor of any proposed business combination. The Representative will not sell, transfer, assign, pledge or hypothecate the Representative Shares, or cause the Representative Shares to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representative Shares by any person, for a period of 180 days (pursuant to Rule 5110(e)(1) of the Conduct Rules of the Financial Industry Regulatory Authority (“FINRA”)) following the commencement of the sale of the Public Units to anyone other than (i) the Representative or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such underwriter or selected dealer. On and after the 181st day following the commencement of the sale of the Public Units, transfers to others may be made subject to compliance with or exemptions from applicable securities lawsCombination.

Underwriting Commission. The Underwriters shall receive 0.51The Representative agrees that 4.0% of the gross proceeds from the sale of the Firm Units ($500,0008,000,000) and Option Units, if any (up to $75,000) (collectively, the “Closing Underwriting Commission”), from the Company at the Closing Date and the Option Closing Date, as applicable. The Underwriters agree that 0.76.0% of the gross proceeds from the sale of the Firm Units ($700,000) and Option Units (up to $105,000), if any 1,800,000) (collectively, the “Deferred Underwriting Commission”), ) will be deposited and held in the Trust Account and up to which amount(s) shall be payable directly from the Trust Account, without accrued interest, to the Representative for its own account upon consummation of the Company’s initial Business Combination. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the account Representative with respect to the transfer of the Underwriters upon funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the initial Business Combination (such consummation, Trust Agreement shall not be permitted to be amended without the “Specified Event”)prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the Trustee trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative, on behalf of itself and the Underwriters, Representative agrees that that: (i) it the Underwriters shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; 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 Shareholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representatives Representative on behalf of themselves and the Underwriters. For the avoidance of doubt, the obligations of Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter under this Agreement shall be fully satisfied upon the payment of the purchase price for the Public Securities Units purchased by such Underwriter on the Closing Date or closing of this Offering (including payment of the purchase price of any Option Closing Date, as applicableUnits) and will be paid if and when the Company consummates its Business Combination, and for the Underwriters avoidance of doubt, no Underwriter shall be entitled have any obligations hereunder to their portion of the Deferred Underwriting Commission provide any services in connection with an initial Business Combination, without any further conditions except for those set forth above and belowconditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Specified Event Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Specified EventBusiness Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement. The Representative, on behalf of itself and the Underwriters, further agrees that the Deferred Underwriting Commission will be based on, and paid out of, funds available in the Trust Account after payments made out of the Trust Account to honor redemption rights of the Public Shareholders. In addition, upon the closing of the Offering, the Company shall issue to the Representative 200,000 shares of registered Ordinary Shares (representing 2% of the gross proceeds of the Offering if the Over-allotment Option is not exercised). Simultaneously with the Option Closing Date (if any), the Company shall issue to the Representative up to an additional 30,000 shares of registered Ordinary Shares (collectively with the shares referred to in the preceding sentence, the “Representative Shares”). In addition, the Representative has agreed (i) to waive its redemption rights (or right to participate in any tender offer) with respect to such Representative Shares in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to the Representative Shares if the Company fails to complete the initial Business Combination within the periods of the time as provided in the Company’s amended and restated memorandum and articles of association; and (iii) to vote the Representative Shares in favor of any proposed business combination. The Representative will not sell, transfer, assign, pledge or hypothecate the Representative Shares, or cause the Representative Shares to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representative Shares by any person, for a period of 180 days (pursuant to Rule 5110(e)(1) of the Conduct Rules of the Financial Industry Regulatory Authority (“FINRA”)) following the commencement of the sale of the Public Units to anyone other than (i) the Representative or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such underwriter or selected dealer. On and after the 181st day following the commencement of the sale of the Public Units, transfers to others may be made subject to compliance with or exemptions from applicable securities laws.

Underwriting Commission. The Underwriters shall receive 0.50.552% of the gross proceeds from the sale of the Firm Units ($500,000) 552,000), and none from the sale of the Option Units, if any (up to $75,000) (collectively, the “Closing Underwriting Commission”), from the Company at the Closing Date and the Option Closing Date, as applicable. The Underwriters agree that 0.7(i) 0.2% of the gross proceeds from the sale of the Firm Units ($700,000200,000) and 0.2% of the gross proceeds from the sale of the Option Units (up to $105,00030,000), if any (collectively, the “Deferred Underwriting Commission”), will be deposited and held in the Trust Account and up to which amount(s) shall be payable directly from the Trust Account, without accrued interest, to the Representative for its own account and the account of the Underwriters upon the consummation of the initial Business Combination (such consummation, the “Specified Event”). In the event that the Company is unable to consummate a Business Combination and Continental, as the Trustee commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative, on behalf of itself and the Underwriters, agrees that (i) it shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; 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. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representatives on behalf of themselves and the Underwriters. For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully satisfied upon the payment of the purchase price for the Public Securities purchased by such Underwriter on the Closing Date or Option Closing Date, as applicable, and the Underwriters shall be entitled to their portion of the Deferred Underwriting Commission without any further conditions except for those set forth above and below. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Specified Event and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Specified Event. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement. The Representative, on behalf of itself and the Underwriters, further agrees that the Deferred Underwriting Commission will be based on, and paid out of, funds available in the Trust Account after payments made out of the Trust Account to honor redemption rights of the Public Shareholders. In addition, upon the closing of the Offering, the Company shall issue to the Representative 200,000 shares of registered Ordinary Shares (representing 2% of the gross proceeds of the Offering if the Over-allotment Option is not exercised). Simultaneously with the Option Closing Date (if any), the Company shall issue to the Representative up to an additional 30,000 shares of registered Ordinary Shares (collectively with the shares referred to in the preceding sentence, the “Representative Shares”). In addition, the Representative has agreed (i) to waive its redemption rights (or right to participate in any tender offer) with respect to such Representative Shares in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to the Representative Shares if the Company fails to complete the initial Business Combination within the periods of the time as provided in the Company’s amended and restated memorandum and articles of association; and (iii) to vote the Representative Shares in favor of any proposed business combination. The Representative will not sell, transfer, assign, pledge or hypothecate the Representative Shares, or cause the Representative Shares to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representative Shares by any person, for a period of 180 days (pursuant to Rule 5110(e)(1) of the Conduct Rules of the Financial Industry Regulatory Authority (“FINRA”)) following the commencement of the sale of the Public Units to anyone other than (i) the Representative or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such underwriter or selected dealer. On and after the 181st day following the commencement of the sale of the Public Units, transfers to others may be made subject to compliance with or exemptions from applicable securities laws.

Underwriting Commission. The Underwriters shall receive 0.51The Representative agrees that 4.0% of the gross proceeds from the sale of the Firm Units ($500,00010,440,000) and Option Units, if any (up to $75,000) (collectively, the “Closing Underwriting Commission”), from the Company at the Closing Date and the Option Closing Date, as applicable. The Underwriters agree that 0.76.0% of the gross proceeds from the sale of the Firm Units ($700,000) and Option Units (up to $105,000), if any 2,349,000) (collectively, the “Deferred Underwriting Commission”), ) will be deposited and held in the Trust Account and up to which amount(s) shall be payable directly from the Trust Account, without accrued interest, to the Representative for its own account and the account of the several Underwriters upon consummation of the Company’s initial Business Combination. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the initial Business Combination (such consummation, Trust Agreement shall not be permitted to be amended without the “Specified Event”)prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and CST, as the Trustee trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative, on behalf of itself and the Underwriters, Representative agrees that that: (i) it the Underwriters shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; 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 Shareholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representatives Representative on behalf of themselves and the Underwriters. For the avoidance of doubt, the obligations of Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter under this Agreement shall be fully satisfied upon the payment of the purchase price for the Public Securities Units purchased by such Underwriter on the Closing Date or closing of this Offering (including payment of the purchase price of any Option Closing Date, as applicableUnits) and will be paid if and when the Company consummates its Business Combination, and for the Underwriters avoidance of doubt, no Underwriter shall be entitled have any obligations hereunder to their portion of the Deferred Underwriting Commission provide any services in connection with an initial Business Combination, without any further conditions except for those set forth above and belowconditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Specified Event Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Specified EventBusiness Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement. The Representative, on behalf of itself and the Underwriters, further agrees that the Deferred Underwriting Commission will be based on, and paid out of, funds available in the Trust Account after payments made out of the Trust Account to honor redemption rights of the Public Shareholders. In addition, upon the closing of the Offering, the Company shall issue to the Representative 200,000 shares of registered Ordinary Shares (representing 2% of the gross proceeds of the Offering if the Over-allotment Option is not exercised). Simultaneously with the Option Closing Date (if any), the Company shall issue to the Representative up to an additional 30,000 shares of registered Ordinary Shares (collectively with the shares referred to in the preceding sentence, the “Representative Shares”). In addition, the Representative has agreed (i) to waive its redemption rights (or right to participate in any tender offer) with respect to such Representative Shares in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to the Representative Shares if the Company fails to complete the initial Business Combination within the periods of the time as provided in the Company’s amended and restated memorandum and articles of association; and (iii) to vote the Representative Shares in favor of any proposed business combination. The Representative will not sell, transfer, assign, pledge or hypothecate the Representative Shares, or cause the Representative Shares to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representative Shares by any person, for a period of 180 days (pursuant to Rule 5110(e)(1) of the Conduct Rules of the Financial Industry Regulatory Authority (“FINRA”)) following the commencement of the sale of the Public Units to anyone other than (i) the Representative or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such underwriter or selected dealer. On and after the 181st day following the commencement of the sale of the Public Units, transfers to others may be made subject to compliance with or exemptions from applicable securities laws.

Underwriting Commission. The Underwriters shall receive 0.5Representative agrees that (i) 4.0% of the gross proceeds from the sale of the Firm Units ($500,0008,000,000) and Option Units, if any (up to $75,000) (collectively, the “Closing Underwriting Commission”), from the Company at the Closing Date and the Option Closing Date, as applicable. The Underwriters agree that 0.74.0% of the gross proceeds from the sale of the Firm Units ($700,000) and Option Units (up to $105,0001,200,000), if any (collectively, the “Deferred Underwriting Commission”), will be deposited and held in the Trust Account and up to which amount(s) shall be payable directly from the Trust Account, without accrued interest, to the Representative for its their own account and the account of the Underwriters upon the consummation of the initial Business Combination (such consummation, the “Specified Event”), subject, in each case, to the reductions provided for in this Section 1.3.1. The Trust Agreement shall provide that the Trustee is required to obtain a written instruction signed by the Company and acknowledged by the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of the Company’s initial Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and Trustee, as the Trustee trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative, on behalf of itself and the Underwriters, agrees that (i) it shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; 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. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representatives Representative on behalf of themselves itself and the Underwriters. For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully satisfied upon the payment of the purchase price for the Public Securities purchased by such Underwriter on the Closing Date or Option Closing Date, as applicable, and the Underwriters shall be entitled to their portion of the Deferred Underwriting Commission without any further conditions except for those set forth above and below. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Specified Event and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Specified Event. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement. The Representative, on behalf of itself and the Underwriters, further agrees that the Deferred Underwriting Commission will be based on, and paid out of, funds available in the Trust Account after payments made out of the Trust Account to honor redemption rights of the Public Shareholders. In addition, upon the closing of the Offering, the Company shall issue to the Representative 200,000 shares of registered Ordinary Shares (representing 2% of the gross proceeds of the Offering if the Over-allotment Option is not exercised). Simultaneously with the Option Closing Date (if any), the Company shall issue to the Representative up to an additional 30,000 shares of registered Ordinary Shares (collectively with the shares referred to in the preceding sentence, the “Representative Shares”). In addition, the Representative has agreed (i) to waive its redemption rights (or right to participate in any tender offer) with respect to such Representative Shares in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to the Representative Shares if the Company fails to complete the initial Business Combination within the periods of the time as provided in the Company’s amended and restated memorandum and articles of association; and (iii) to vote the Representative Shares in favor of any proposed business combination. The Representative will not sell, transfer, assign, pledge or hypothecate the Representative Shares, or cause the Representative Shares to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representative Shares by any person, for a period of 180 days (pursuant to Rule 5110(e)(1) of the Conduct Rules of the Financial Industry Regulatory Authority (“FINRA”)) following the commencement of the sale of the Public Units to anyone other than (i) the Representative or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such underwriter or selected dealer. On and after the 181st day following the commencement of the sale of the Public Units, transfers to others may be made subject to compliance with or exemptions from applicable securities laws.​

Underwriting Commission. The Underwriters shall receive 0.5Representative agrees that 3.50% of the gross proceeds from the sale of the Firm Units ($500,0007,000,000) and Option Units, if any (up to $75,000) (collectively, the “Closing Underwriting Commission”), from the Company at the Closing Date and the Option Closing Date, as applicable. The Underwriters agree that 0.73.50% of the gross proceeds from the sale of the Firm Units ($700,000) and Option Units (up to $105,000), if any 1,050,000) (collectively, the “Deferred Underwriting Commission”), will be deposited and held in the Trust Account and up to which amount(s) shall be payable directly from the Trust Account, without accrued interest, to the Representative for its own account and the account of the Underwriters upon the consummation of the Company’s initial Business Combination (such consummation, the “Specified Event”)Combination. In the event that the Company is unable to consummate a Business Combination and Continental, as the Trustee trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative, on behalf of itself and the Underwriters, Representative agrees that that: (i) it the Representative shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; 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 Shareholders. The Representative shall have the right to agree to any further modifications to the Any Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall will be made exclusively fully earned by the Representatives on behalf of themselves and the Underwriters. For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully satisfied upon the payment of the purchase price for the Public Securities Units purchased by such Underwriter on the Closing Date or closing of the Offering (including payment of the purchase price of any Option Closing Date, as applicable, Units) and will be paid to the Representative on behalf of the Underwriters shall be entitled to their portion of if and when the Company consummates its Business Combination, without any further conditions. Notwithstanding the foregoing, the Deferred Underwriting Commission without any further conditions except for those set forth above and below. Notwithstanding anything shall be payable as follows: (i) $0.175 per Unit shall be paid to the contrary Representative in this Agreement, each Underwriter may at any time prior cash and (ii) up to $0.175 per Unit shall be paid to the Specified Event and Underwriters in cash (the “Allocable Amount”), provided that, the Company, in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee may determine not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Specified Event. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement. The Representative, on behalf of itself and the Underwriters, further agrees that the Deferred Underwriting Commission will be based on, and paid out of, funds available in the Trust Account after payments made out of the Trust Account to honor redemption rights of the Public Shareholders. In addition, upon the closing of the Offering, the Company shall issue Allocable Amount to the Representative 200,000 shares of registered Ordinary Shares (representing 2% of the gross proceeds of the Offering if the Over-allotment Option is not exercised). Simultaneously with the Option Closing Date (if any), the Company Underwriters and instead shall issue use such amount to the Representative up to an additional 30,000 shares of registered Ordinary Shares (collectively with the shares referred to in the preceding sentence, the “Representative Shares”). In addition, the Representative has agreed (i) to waive its redemption rights (or right to participate in any tender offer) with respect to such Representative Shares pay transaction expenses in connection with the completion of the Company’s initial Business Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to the Representative Shares if the Company fails to complete the initial Business Combination within the periods of the time as provided in the Company’s amended and restated memorandum and articles of association; and (iii) to vote the Representative Shares in favor of any proposed business combinationCombination. 1. The Representative will not sell, transfer, assign, pledge or hypothecate the Representative Shares, or cause the Representative Shares to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representative Shares by any person, for a period of 180 days (pursuant to Rule 5110(e)(1) of the Conduct Rules of the Financial Industry Regulatory Authority (“FINRA”)) following the commencement of the sale of the Public Units to anyone other than (i) the Representative or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such underwriter or selected dealer. On and after the 181st day following the commencement of the sale of the Public Units, transfers to others may be made subject to compliance with or exemptions from applicable securities laws4Private Placements.