Common use of Deferred Underwriting Commission Clause in Contracts

Deferred Underwriting Commission. The Representative agrees that 4.5% of the gross proceeds from the sale of the Firm Units ($9,000,000) and 6.5% of the gross proceeds from the sale of the Option Units (up to $1,950,000) (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 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 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 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 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 Representative agrees that: (i) 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-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 Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the 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 Business 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.

Deferred Underwriting Commission. The Representative agrees that 4.5(i) 4.0% of the gross proceeds from the sale of the Firm Units ($9,000,0004,000,000) and 6.5(ii) 4.0% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 600,000), if 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 Representative for its their own account upon consummation and the account of the Company’s Underwriters upon the occurrence of the initial Business Combination; provided, that such Deferred Underwriting Commission shall be due solely from amounts remaining in the Trust Account following all properly submitted shareholder redemptions in connection with the consummation of a Business Combination (such consummation, the “Specified Event”). The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both 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 any a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more entities (the “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 CSTEfficiency, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, each Representative, on behalf of itself and the Representative Underwriters, agrees that: that (i) the Underwriters 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-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 Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully earned by each Underwriter satisfied upon the payment of the purchase price for the Units Public Securities purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Closing Date or Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, Closing Date without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing 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 Business Combination ClosingSpecified Event. Each 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. 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.

Deferred Underwriting Commission. The Representative agrees that 4.5(i) 4.0% of the gross proceeds from the sale of the Firm Units ($9,000,0006,000,000) and 6.54.0% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 900,000), if any (collectively, the “Deferred Underwriting Commission”) ), will be deposited and held in the Trust Account and up to which amount shall be payable directly from the Trust Account, without accrued interest, to the Representative for its their own account upon consummation and the account of the Company’s initial Business CombinationUnderwriters upon the occurrence of the Specified Event, subject to the reductions provided for in this Section 1.3. 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 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 CSTEfficiency, 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 Representative Representative, on behalf of itself and the Underwriters, agrees that: that (i) the Underwriters 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-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 Representative on behalf of itself and the Underwriters. Any amounts paid in Deferred Underwriting Commission will For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully earned by each Underwriter satisfied upon the payment of the purchase price for the Units Public Securities purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Closing Date or Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, Closing Date without any further conditions, except as otherwise described herein. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing 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 Business Combination ClosingSpecified 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. The Representative on behalf of itself and the Underwriters further agrees that the Deferred Underwriting Commission shall be decreased by $0.40 for every Ordinary Share for which a Public Shareholder exercises its redemption rights in connection with or prior to the Specified Event.

Deferred Underwriting Commission. The Representative agrees Representatives agree that 4.5(i) 4.0% of the gross proceeds from the sale of the Firm Units ($9,000,0006,000,000) and 6.54.0% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 900,000), if any (collectively, the “Deferred Underwriting Commission”) ), will be deposited and held in the Trust Account and up to which amount shall be payable directly from the Trust Account, without accrued interest, to the Representative Representatives for its their own account upon consummation and the account of the Company’s initial Business CombinationUnderwriters upon the occurrence of the Specified Event, subject to the adjustments provided for in this Section 1.3. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and acknowledged by the Representative Representatives 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 Trust Agreement shall not be permitted to be amended without the prior written consent of the RepresentativeRepresentatives. 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, each Representative, on behalf of itself and the Representative Underwriters, agrees that: that (i) the Underwriters 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-pro rata basis among the Public Shareholders. The Representative Representatives 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 Representative Representatives on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully earned by each Underwriter satisfied upon the payment of the purchase price for the Units Public Securities purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Closing Date or Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, Closing Date without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing 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 Business Combination ClosingSpecified Event. Each 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. Each Representative on behalf of itself and the Underwriters further agrees that the Deferred Underwriting Commission shall be decreased by $0.40 for every Ordinary Share for which a Public Shareholder exercises its redemption rights in connection with or prior to the 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.

Deferred Underwriting Commission. The Representative agrees that 4.5(i) 4.0% of the gross proceeds from the sale of the Firm Units ($9,000,0008,000,000) and 6.54.0% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 1,200,000), 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 own account and the account of the Underwriters upon the consummation of the Company’s initial Business CombinationCombination (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 Trustee is required to obtain a joint written instruction signed by both 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 any a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more entities (the “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 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 Representative Representative, on behalf of itself and the Underwriters, agrees that: that (i) the Underwriters 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-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 Representative on behalf of itself and the Underwriters. Any amounts paid in Deferred Underwriting Commission will For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully earned by each Underwriter satisfied upon the payment of the purchase price for the Units Public Securities purchased by such Underwriter on the closing of this Offering (including payment Closing Date or Option Closing Date, and the Underwriters shall be entitled to their portion of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, Deferred Underwriting Commission without any further conditionsconditions 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 Business Combination Closing 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 Business Combination ClosingSpecified 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. The Representative, on behalf of itself and the Underwriters, further agrees that the Deferred Underwriting Commission shall be decreased by $0.40 for every Ordinary Share for which a Public Shareholder exercises its redemption rights in connection with or prior to the Specified Event.

Deferred Underwriting Commission. The Representative agrees that 4.53.5% of the gross proceeds from the sale of the Firm Units ($9,000,0006,125,000) and 6.53.5% of the gross proceeds from the sale of the Option Units (up to $1,950,000918,750) if 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 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 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 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 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 Representative agrees that: (i) the Underwriters 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 ShareholdersStockholders. 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 Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the 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 Business 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.

Deferred Underwriting Commission. The Representative agrees that 4.5% of the gross proceeds from the sale of the Firm Units ($9,000,0009,900,000) and 6.5% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 2,145,000), if 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 Representative for its own account Underwriters upon consummation the occurrence of the Company’s initial Business CombinationCombination Closing. 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 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 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 Representative Representative, on behalf of itself and the Underwriters, agrees that: (i) 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-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 Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully earned by each Underwriter satisfied upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Closing Date or Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, Closing Date without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the 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 Business 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.

Deferred Underwriting Commission. The Representative agrees that 4.5% of the gross proceeds from the sale of the Firm Units ($9,000,000) and 6.5% of the gross proceeds from the sale of the Option Units (up to $1,950,000) ), if 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 Representative for its own account Underwriters upon consummation the occurrence of the Company’s initial Business CombinationCombination Closing. 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 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 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 Representative Representative, on behalf of itself and the Underwriters, agrees that: (i) 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-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 Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully earned by each Underwriter satisfied upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Closing Date or Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, Closing Date without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the 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 Business 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.

Deferred Underwriting Commission. 1.3.1 The Representative agrees Underwriters agree that 4.53.5% of the gross proceeds from the sale of the Firm Units ($9,000,0007,000,000) and 6.55.5% of the gross proceeds from the sale of the Option Units (up to $1,950,0001,650,000) (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 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 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 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 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 Representative agrees that: (i) the Underwriters 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-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 Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the 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 Business 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.

Deferred Underwriting Commission. The Representative agrees that 4.53.5% of the gross proceeds from the sale of 25,000,000 of the Firm Units ($9,000,0008,750,000) and 6.53.5% of the gross proceeds from the sale of the Option Units (up to $1,950,0001,312,500) (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 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 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 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 CSTContinental, 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 Representative agrees that: (i) the Underwriters 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-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 be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission Commissions will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter underwriter on the closing of this the Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything the foregoing, the Deferred Underwriting Commission shall be payable as follows: (i) $0.275 per Firm Unit and Option Unit shall be paid to the contrary Underwriters in this Agreement, each Underwriter may at any time prior cash and (ii) up to $0.075 per Firm Unit and Option Unit shall be paid to the Business Combination Closing and Underwriters in cash, provided that the Company shall have the right, in its sole and absolute discretion, by written notice to the Company, elect to forfeit not pay and reallocate 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 Business 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 such $0.075 amount for the Deferred Underwriting Commission or to any other right payment of expenses in connection such Underwriter may have under this AgreementBusiness Combination.

Deferred Underwriting Commission. The Representative agrees that 4.5(i) 3.5% of the gross proceeds from the sale of the Firm Units ($9,000,0008,750,000) and 6.54.3% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 1,612,500), if 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 Representative for its their own account upon consummation and the account of the Company’s Underwriters upon the occurrence of the initial Business CombinationCombination (such consummation, the “Specified Event”). The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both 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 any a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more entities (the “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 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, each Representative, on behalf of itself and the Representative Underwriters, agrees that: that (i) the Underwriters 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-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 Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully earned by each Underwriter satisfied upon the payment of the purchase price for the Units Public Securities purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Closing Date or Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, Closing Date without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing 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 Business Combination ClosingSpecified Event. Each 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. 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.

Deferred Underwriting Commission. The Representative agrees that 4.54.0% of the gross proceeds from the sale of the Firm Units ($9,000,0008,800,000) and 6.56.0% of the gross proceeds from the sale of the Option Units (up to $1,950,0001,980,000) (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 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 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 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 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 Representative Representative, on behalf of itself and the other Underwriters, agrees that: (i) the Underwriters 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-rata basis among the Public ShareholdersStockholders. The Representative shall have the right to agree to any further modifications modification to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the 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 Business 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.

Deferred Underwriting Commission. The Representative agrees Underwriters agree that 4.54.00% of the gross proceeds from the sale of the Firm Units ($9,000,0002,400,000) and 6.5% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 360,000), if 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 Representative Underwriters for its their own account accounts upon consummation of the Company’s initial Business Combination. The Trust Agreement shall provide Underwriters hereby agree 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 shall be paid upon the closing of a Business Combination solely from the Trust Account, prior to commencing any liquidation of the assets of amounts remaining in the Trust Account following all properly submitted shareholder redemption in connection with the consummation of any the initial Business Combination, Combination and such provision of Deferred Underwriting Commission shall be capped at such amount so remaining in the Trust Agreement shall Account. Each Underwriter, severally and not be permitted jointly, reserves the right in its sole discretion to be amended without waive the Deferred Underwriting Commission at any time prior to the initial Business Combination by providing written consent of notice to the RepresentativeCompany. 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 Representative agrees Underwriters agree that: (i) the Underwriters they 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 Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the 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 Business 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.

Deferred Underwriting Commission. The Representative agrees Underwriters agree that 4.55.0% of the gross proceeds from the sale of the Firm Units ($9,000,00015,000,000) and 6.57.0% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 3,150,000), if 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 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 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 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 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 Representative Representative, on behalf of itself and the other Underwriters, agrees that: (i) the Underwriters they 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 ShareholdersStockholders. 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 Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the 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 Business 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.

Deferred Underwriting Commission. The Representative agrees that 4.5(i) 4.0% of the gross proceeds from the sale of the Firm Units ($9,000,0008,000,000) and 6.54.0% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 1,200,000), 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 Company’s initial Business CombinationCombination (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 Trustee is required to obtain a joint written instruction signed by both 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 any a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more entities (the “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 CSTContinental, 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 Representative Representative, on behalf of itself and the Underwriters, agrees that: that (i) the Underwriters 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-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 Representative on behalf of itself and the Underwriters. Any amounts paid in Deferred Underwriting Commission will For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully earned by each Underwriter satisfied upon the payment of the purchase price for the Units Public Securities purchased by such Underwriter on the closing of this Offering (including payment Closing Date or Option Closing Date, and the Underwriters shall be entitled to their portion of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, Deferred Underwriting Commission without any further conditionsconditions 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 Business Combination Closing 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 Business Combination ClosingSpecified 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. The Representative, on behalf of itself and the Underwriters, further agrees that the Deferred Underwriting Commission shall be decreased by $0.40 for every Ordinary Share for which a Public Shareholder exercises its redemption rights in connection with or prior to the Specified Event.

Deferred Underwriting Commission. The Representative agrees that 4.54.0% of the gross proceeds from the sale of the Firm Units ($9,000,0008,000,000) and 6.56.0% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 1,800,000), if 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 Representative for its own account upon consummation the occurrence of the Company’s initial Business CombinationCombination Closing. 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 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 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 Representative Representative, on behalf of itself and the Underwriters, agrees that: (i) 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-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 Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully earned by each Underwriter satisfied upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Closing Date or Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, Closing Date without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the 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 Business 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.

Deferred Underwriting Commission. The Representative agrees that 4.53.5% of the gross proceeds from the sale of the Firm Units ($9,000,0008,750,000) and 6.53.5% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 1,312,500), if 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 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 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 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 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 Representative agrees that: (i) the Underwriters 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 ShareholdersStockholders. 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 Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the 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 Business 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.

Deferred Underwriting Commission. The Representative agrees that 4.5(i) 4.0% of the gross proceeds from the sale of the Firm Units ($9,000,0008,000,000) and 6.54.0% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 1,200,000), if any (collectively, the “Deferred Underwriting Commission”) ), will be deposited and held in the Trust Account and up to which amount shall be payable directly from the Trust Account, without accrued interest, to the Representative for its their own account upon consummation and the account of the Company’s initial Business CombinationUnderwriters upon the occurrence of the Specified Event, subject to the reductions provided for in this Section 1.3. 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 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 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 Representative Representative, on behalf of itself and the Underwriters, agrees that: that (i) the Underwriters 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-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 Representative on behalf of itself and the Underwriters. Any amounts paid in Deferred Underwriting Commission will For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully earned by each Underwriter satisfied upon the payment of the purchase price for the Units Public Securities purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Closing Date or Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, Closing Date without any further conditions, except as otherwise described herein. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing 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 Business Combination ClosingSpecified 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. The Representative on behalf of itself and the Underwriters further agrees that the Deferred Underwriting Commission shall be decreased by $0.40 for every Ordinary Share for which a Public Shareholder exercises its redemption rights in connection with or prior to the Specified Event.

Deferred Underwriting Commission. The Representative agrees that 4.54.0% of the gross proceeds from the sale of the Firm Units ($9,000,0008,800,000) and 6.56.0% of the gross proceeds from the sale of the Option Units (up to $1,950,0001,980,000) (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 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 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 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 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 Representative Representative, each on behalf of itself and the other Underwriters, agrees that: (i) the Underwriters 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-rata basis among the Public ShareholdersStockholders. 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 Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the 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 Business 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.

Deferred Underwriting Commission. The Representative agrees that 4.5% of the gross proceeds from the sale of the Firm Units ($9,000,0009,900,000) and 6.5% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 2,145,000), if 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 Representative for its own account upon consummation the occurrence of the Company’s initial Business CombinationCombination Closing. 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 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 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 Representative on behalf of itself and the Underwriters agrees that: (i) the Underwriters they shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; 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 Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully earned by each Underwriter satisfied upon the payment of the purchase price for the Units Public Securities purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Closing Date or Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, Closing Date without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the 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 Business 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.

Deferred Underwriting Commission. The Representative agrees that 4.54.0% of the gross proceeds from the sale of the Firm Units ($9,000,0006,000,000) and 6.56.0% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 1,350,000), if 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 Representative for its own account upon consummation the occurrence of the Business Combination Closing. The Deferred Underwriting Commission shall be payable as follows: ● $2,000,000 shall be paid to the Representative in cash on the Business Combination Closing (the “Minimum Deferred Fee”), solely out of the funds held in the Trust Account; and ● the remainder of the Deferred Underwriting Commission from the sale of each of the Firm Units and the Option Units shall be paid to the Representative in cash, which shall be reduced based on the percentage of total funds released from the Trust Account to pay the Company’s initial Business Combinationredeeming shareholders, solely out of the funds held in the Trust Account. 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 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 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 Representative Representative, on behalf of itself and the Underwriters, agrees that: (i) 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-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 Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully earned by each Underwriter satisfied upon the payment of the purchase price for the Units Public Securities purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Closing Date or Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, Closing Date without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the 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 the Business 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.

Deferred Underwriting Commission. The Representative agrees that 4.53.5% of the gross proceeds from the sale of 25,000,000 of the Firm Units ($9,000,0008,750,000) and 6.53.5% of the gross proceeds from the sale of the Option Units (up to $1,950,0001,312,500) (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 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 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 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 CSTContinental, 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 Representative agrees that: (i) the Underwriters 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-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 be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission Commissions will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter underwriter on the closing of this the Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything the foregoing, the Deferred Underwriting Commission shall be payable as follows: (i) $0.20 per Firm Unit and Option Unit shall be paid to the contrary Underwriters in this Agreementcash; (ii) up to $0.05 per Firm Unit and Option Unit shall be paid to the Underwriters in cash, each Underwriter may at any time such amount to be determined by multiplying (x) a fraction, the numerator of which is the number of Class A Ordinary Shares included in the Units sold in the Offering (the “Public Shares”) outstanding immediately prior to the consummation of the Business Combination Closing net of any Public Shares that have been submitted for redemption by Public by Public Shareholders who have properly exercised their redemption rights and net of any Public Shares held by Public Shareholders that have entered into forward purchase agreements or other arrangements whereby the Company has a contractual obligation to repurchase such Public Shares after closing of the Business Combination, and the denominator of which is the number of Public Shares outstanding at the closing of the Offering by (y) 1.0%; and (iii) up to $0.10 per Firm Unit and Option Unit shall be paid to the Underwriters in cash, provided that the Company shall have the right, in its sole and absolute discretion, by written notice to the Company, elect to forfeit not pay and reallocate 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 Business 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 such $0.10 amount for the Deferred Underwriting Commission or to any other right payment of expenses in connection such Underwriter may have under this AgreementBusiness Combination.

Deferred Underwriting Commission. The Representative agrees Underwriters agree that 4.53.5% of the gross proceeds from the sale of the Firm Units ($9,000,0005,250,000) and 6.5% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 787,500), if 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 Representative Underwriters for its their own account accounts 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 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 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 Representative agrees Underwriters agree that: (i) the Underwriters they 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 ShareholdersStockholders. Notwithstanding anything to the contrary herein, (A) up to 1% of the Deferred Underwriting Commission may be paid at the sole discretion of the Company’s management to third parties not participating as Underwriters in this Offering (but who are members of the Financial Industry Regulatory Authority (“FINRA”)) that assist the Company in consummating its initial Business Combination; (B)(1) the Company may reduce the Deferred Underwriting Commission by up to 50% based on stockholders redeeming their shares of Class A Common Stock for their pro-rata amount of the Trust Amount; provided, further, that the maximum reduction of the Deferred Underwriting Commission reduction based on stockholder redemptions shall be 50% regardless of whether stockholder redemptions exceed 50%; (2) any sums paid to other advisors pursuant to (A), above, will be credited against reduction of and added back to the Deferred Underwriting Commission payable to the Representatives; and (3) under no circumstance will the Deferred Underwriting Commission be less than 1.75% of the gross proceeds from the sale of Firm Units and the Option Units. The Representative Representatives 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 Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the 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 Business 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.

Deferred Underwriting Commission. 1.3.1 The Representative agrees Underwriters agree that 4.55.0% of the gross proceeds from the sale of (i) the Firm Units ($9,000,0006,250,000) and 6.5% of the gross proceeds from the sale of (ii) the Option Units (up to $1,950,000937,500) (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 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 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 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 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 Representative agrees that: (i) the Underwriters 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-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 Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the 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 Business 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.

Deferred Underwriting Commission. The Representative agrees that 4.5(i) 4.0% of the gross proceeds from the sale of the Firm Units ($9,000,0006,000,000) and 6.54.0% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 900,000), 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 Company’s initial Business CombinationCombination (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 Trustee is required to obtain a joint written instruction signed by both 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 any a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more entities (the “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 CSTEfficiency, 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 Representative Representative, on behalf of itself and the Underwriters, agrees that: that (i) the Underwriters 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-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 Representative on behalf of itself and the Underwriters. Any amounts paid in Deferred Underwriting Commission will For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully earned by each Underwriter satisfied upon the payment of the purchase price for the Units Public Securities purchased by such Underwriter on the closing of this Offering (including payment Closing Date or Option Closing Date, and the Underwriters shall be entitled to their portion of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, Deferred Underwriting Commission without any further conditionsconditions 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 Business Combination Closing 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 Business Combination ClosingSpecified 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. The Representative, on behalf of itself and the Underwriters, further agrees that the Deferred Underwriting Commission shall be decreased by $0.40 for every Ordinary Share for which a Public Shareholder exercises its redemption rights in connection with or prior to the Specified Event.

Deferred Underwriting Commission. The Representative agrees that 4.5% of the gross proceeds from the sale of the Firm Units ($9,000,00011,250,000) and 6.5% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 2,437,500), if 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 Representative for its own account upon consummation the occurrence of the Company’s initial Business CombinationCombination Closing. 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 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 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 Representative Representative, on behalf of itself and the Underwriters, agrees that: (i) 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-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 Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully earned by each Underwriter satisfied upon the payment of the purchase price for the Units Public Securities purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Closing Date or Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, Closing Date without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the 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 Business 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.

Deferred Underwriting Commission. 1.3.1 The Representative agrees Underwriters agree that 4.55.0% of the gross proceeds from the sale of the Firm Units ($9,000,00010,000,000) and 6.57.0% of the gross proceeds from the sale of the Option Units (up to $1,950,0002,100,000) (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 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 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 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 CSTAST, 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 Representative agrees that: (i) the Underwriters 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-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 Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the 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 Business 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.

Deferred Underwriting Commission. The Representative agrees that 4.53.5% of the gross proceeds from the sale of the Firm Units ($9,000,0005,250,000) and 6.5% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 787,500), if 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 Representative for its own account upon consummation occurrence of the Specified Event. The Deferred Underwriting Commission consists of (i) $4,500,000, or 3.0% of the gross proceeds from the sale of the Units (or up to $5,175,000 if the Over-allotment Option is exercised in full), which will be paid in cash; and (ii) up to $750,000, or 0.5% of the gross proceeds from the sale of the Units (or up to $862,500 if the Over-allotment Option is exercised in full), which will be payable to the Underwriters at 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 Sponsor’s sole discretion, including 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 Trust Agreement shall not be permitted amounts to be amended without paid, if any, to the prior written consent of the RepresentativeRepresentatives. In the event that the Company is unable to consummate a Business Combination and CSTContinental, 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 Representative Representative, on behalf of itself and the Underwriters, agrees that: that (i) 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 Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully earned by each Underwriter satisfied upon the payment of the purchase price for the Units Public Securities purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Closing Date or Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, Closing Date without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing 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 Business Combination Closingthe 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.

Deferred Underwriting Commission. The Representative agrees that 4.53.5% of the gross proceeds from the sale of the Firm Units ($9,000,0007,000,000) and 6.53.5% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 1,050,000), if 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 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 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 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 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 Representative agrees that: (i) the Underwriters 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 ShareholdersStockholders. 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 Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the 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 Business 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.

Deferred Underwriting Commission. The Representative agrees that 4.5% of the gross proceeds from the sale of the Firm Units ($9,000,0009,900,000) and 6.5% of the gross proceeds from the sale of the Option Units (up to $1,950,0002,145,000) (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 Representative for its own account upon consummation of the Company’s initial a Business CombinationCombination Closing. 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 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 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 Representative agrees that: (i) 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-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 Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the 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 Business 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.

Deferred Underwriting Commission. The Representative agrees Representatives agree that 4.5(i) 4.0% of the gross proceeds from the sale of the Firm Units ($9,000,0008,800,000) and 6.5(ii) 6.0% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 1,980,000), if 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 Representative Representatives for its their own account upon consummation and the account of the Company’s initial Underwriters upon the occurrence of the Business CombinationCombination Closing. The Trust Agreement shall provide that the trustee is required to obtain a the joint written instruction signed by both the Company and the Representative Representatives 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 Trust Agreement shall not be permitted to be amended without the prior written consent of the RepresentativeRepresentatives. 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, each Representative, on behalf of itself and the Representative Underwriters, agrees that: that (i) the Underwriters 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-pro rata basis among the Public Shareholders. The Representative Representatives 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 Representative Representatives on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully earned by each Underwriter satisfied upon the payment of the purchase price for the Public Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Closing Date or Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, Closing Date without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the 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 Representatives agree to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. Each 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. 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.

Deferred Underwriting Commission. The Representative agrees that 4.5% of the gross proceeds from the sale of the Firm Units ($9,000,000) and 6.54.5% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 1,350,000), if 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 Representative Underwriters for its their own account accounts 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 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 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 Representative Representative, on behalf of the Underwriters, agrees that: (i) the Underwriters 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 ShareholdersStockholders. 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 decision relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the 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 Business 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.

Deferred Underwriting Commission. The Representative agrees Representatives agree that 4.5the greater of (i) $600,000 (or up to 1.0% of the gross proceeds from the sale of the Firm Units ($9,000,000Units) and 6.5plus 1.0% of the gross proceeds from the sale of the Option Units (up to $1,950,00090,000), or (ii) 5.0% of the balance remaining in the Trust Account prior to any other disbursements therefrom, upon the consummation of an initial Business Combination (as defined below, and such amounts, collectively, the “Deferred Underwriting Commission”) will ), shall be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative Representatives for its their own account and the account of the Underwriters upon the consummation of the Company’s initial Business CombinationCombination (such consummation, the “Specified Event”), subject, in each case, to the reductions provided for in this Section 1.3. The Trust Agreement shall provide that the trustee Trustee is required to obtain a joint written instruction signed by both the Company and acknowledged by the Representative Representatives 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 a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more entities (the “Business Combination”), and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the RepresentativeRepresentatives. 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 Representative agrees that: Representatives, on behalf of themselves and the Underwriters, agree that (i) the Underwriters 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-pro rata basis among the Public Shareholders. The Representative Representatives 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 Representative Representatives on behalf of themselves and the Underwriters. Any amounts paid in Deferred Underwriting Commission will For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully earned by each Underwriter satisfied upon the payment of the purchase price for the Units Public Securities purchased by such Underwriter on the closing of this Offering (including payment Closing Date or Option Closing Date, and the Underwriters shall be entitled to their portion of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, Deferred Underwriting Commission without any further conditionsconditions 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 Business Combination Closing 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 Business Combination ClosingSpecified 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 Representatives, on behalf of itself and the Underwriters, further agree 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 and prior to any other disbursements therefrom.

Deferred Underwriting Commission. The Representative agrees that 4.54.0% of the gross proceeds from the sale of the Firm Units ($9,000,0005,240,000) and 6.56.0% of the gross proceeds from the sale of the Option Units (up to $1,950,0001,179,000) (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 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 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 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 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 Representative agrees that: (i) 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-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 Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the 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 Business 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.

Deferred Underwriting Commission. The Representative agrees that 4.53.75% of the gross proceeds from the sale of 20,000,000 of the Firm Units ($9,000,0007,500,000) and 6.53.75% of the gross proceeds from the sale of the Option Units (up to $1,950,0001,125,000) (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 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 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 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 CSTContinental, 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 Representative agrees that: (i) the Underwriters 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-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 Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter underwriter on the closing of this the Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in any other provision of this Agreement, each Underwriter may at any time the Deferred Underwriting Commission shall be payable as follows: (i) $0.175 per Firm Unit and Option Unit shall be paid to the Underwriters in cash; (ii) up to $0.10 per Firm Unit and Option Unit shall be paid to the Underwriters in cash, such amount to be determined pursuant to the formula set forth below, by multiplying (x) a fraction, the numerator of which is the number of Class A Ordinary Shares included in the Units sold in the Offering (the “Public Shares”) outstanding immediately prior to the consummation of the Business Combination Closing Combination, net of any Public Shares that have been submitted for redemption by Public Shareholders who have properly exercised their redemption rights and net of any Public Shares held by Public Shareholders that have entered into forward purchase agreements or other arrangements whereby the Company has a contractual obligation to repurchase such Public Shares after closing of the Business Combination, and the denominator of which is the number of Public Shares outstanding at the closing of the Proposed Offering by (y) 1.0%; and (iii) up to $0.10 per Firm Unit and Option Unit shall be paid to the Underwriters in cash, provided that the Company shall have the right, in its sole and absolute discretion, by written notice to the Company, elect to forfeit not pay and reallocate 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 Business 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 such $0.10 amount for the Deferred Underwriting Commission payment of expenses in connection such Business Combination, or to any other right such Underwriter may have under this Agreementfor working capital for the combined company following the Business Combination.

Deferred Underwriting Commission. The Representative agrees that 4.5% of the gross proceeds from the sale of the Firm Units ($9,000,00011,250,000) and 6.5% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 2,437,500), if 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 Representative for its own account Underwriters upon consummation the occurrence of the Company’s initial Business CombinationCombination Closing. 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 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 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 Representative Representative, on behalf of itself and the Underwriters, agrees that: (i) 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-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 Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully earned by each Underwriter satisfied upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Closing Date or Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, Closing Date without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the 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 Business 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.

Deferred Underwriting Commission. The Representative agrees Representatives agree that 4.5(i) 4.0% of the gross proceeds from the sale of the Firm Units ($9,000,0008,000,000) and 6.54.0% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 1,200,000), 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 Representatives for its their own account and the account of the Underwriters upon the consummation of the Company’s initial Business CombinationCombination (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 Trustee is required to obtain a joint written instruction signed by both the Company and acknowledged by the Representative Representatives 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 Trust Agreement shall not be permitted to be amended without the prior written consent of the RepresentativeRepresentatives. In the event that the Company is unable to consummate a Business Combination and CSTContinental, 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 Representative agrees that: Representatives, on behalf of themselves and the Underwriters, agree that (i) the Underwriters they 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 Representatives 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 Representative Representatives on behalf of themselves and the Underwriters. Any amounts paid in Deferred Underwriting Commission will For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully earned by each Underwriter satisfied upon the payment of the purchase price for the Units Public Securities purchased by such Underwriter on the closing of this Offering (including payment Closing Date or Option Closing Date, and the Underwriters shall be entitled to their portion of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, Deferred Underwriting Commission without any further conditionsconditions 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 Business Combination Closing 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 Business Combination ClosingSpecified 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 Representatives, on behalf of themselves and the Underwriters, further agree 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. The Representatives, on behalf of themselves and the Underwriters, further agree that the Deferred Underwriting Commission shall be decreased by $0.40 for every Ordinary Share for which a Public Shareholder exercises its redemption rights in connection with or prior to the Specified Event.

Deferred Underwriting Commission. The Representative agrees that 4.54.0% of the gross proceeds from the sale of the Firm Units ($9,000,0008,000,000) and 6.56.0% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 1,800,000), if 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 Representative Representative, for its own account account, upon consummation the occurrence of the Company’s initial Business CombinationCombination Closing. 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 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 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 Representative Representative, on behalf of itself and the Underwriters, agrees that: (i) 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-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 Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully earned by each Underwriter satisfied upon the payment of the purchase price for the Public Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Closing Date or Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, Closing Date without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the 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 Business 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.

Deferred Underwriting Commission. The Representative agrees that 4.55.0% of the gross proceeds from the sale of the Firm Units ($9,000,00012,500,000) and 6.57.0% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 2,625,000), if 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 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 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 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 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 Representative agrees that: (i) the Underwriters 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 ShareholdersStockholders. 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 Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the 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 Business 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.

Deferred Underwriting Commission. The Representative agrees Underwriters agree that 4.52.0% of the gross proceeds from the sale of the Firm Units ($9,000,0001,000,000) and 6.52.0% of the gross proceeds from the sale of the Option Units (up to $1,950,0001,150,000 in aggregate if the Over-Allotment Option is exercised in full) (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 Representative in the form of Ordinary Shares at $10.00 per share for its own account upon consummation closing of the Company’s initial Business Combination. The Trust Agreement shall provide that the trustee Deferred Underwriting Commission is required due and payable only to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer and/or its designee. For avoidance of the funds held in the Trust Accountdoubt, including the payment of the Deferred Underwriting Commission from will be calculated on the Trust Account, prior to commencing any liquidation basis of the assets and paid out of funds available in the Trust Account in connection with the consummation after payments made out of any Business Combination, and such provision Trust Account to honor redemption rights of the Trust Agreement shall not be permitted to be amended without the prior written consent of the RepresentativePublic Shareholders. In the event that the Company is unable to consummate a Business Combination and CSTWilmington Trust, National Association, 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 Representative on behalf of itself and the Underwriters agrees that: (i) the Underwriters 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 Representative on behalf of the Underwriters. Any amounts paid in The Representative on behalf of itself and the Underwriters further agrees that the Deferred Underwriting Commission will be fully earned by calculated on the basis of and paid out of funds available in the Trust Account after payments made out of Trust Account to honor redemption rights of the Public Shareholders. 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 Units Public Securities purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Closing Date or Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, Closing Date without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the 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 Business 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.

Deferred Underwriting Commission. The Representative agrees that 4.55.0% of the gross proceeds from the sale of the Firm Units ($9,000,0007,750,000) and 6.57.0% of the gross proceeds from the sale of the Option Units (up to $1,950,0001,627,500) (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 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 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 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 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 Representative Representative, on behalf of itself and the other Underwriters, agrees that: (i) the Underwriters 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-rata basis among the Public ShareholdersStockholders. The Representative shall have the right to agree to any further modifications modification to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the 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 Business 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.

Deferred Underwriting Commission. The Representative agrees Representatives agree that 4.54.0% of the gross proceeds from the sale of the Firm Units ($9,000,0003,000,000) and 6.5% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 450,000), if 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 Representative Representatives for its their own account and the account of the Underwriters upon the consummation of a Business Combination; provided that such Deferred Underwriting Commission shall be due solely from amounts remaining in the Trust Account following all properly submitted shareholder redemptions in connection with the consummation of a Business Combination and less any funds required to be repaid by the combined company to non-redeeming shareholders following 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 acknowledged by the Representative Representatives 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 Trust Agreement shall not be permitted to be amended without the prior written consent of the RepresentativeRepresentatives. 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, each Representative, on behalf of itself and the Representative Underwriters, agrees that: that (i) the Underwriters 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-pro rata basis among the Public Shareholders. The Representative Representatives 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 Representative Representatives on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully earned by each Underwriter satisfied upon the payment of the purchase price for the Units Public Securities purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Closing Date or Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, Closing Date without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the consummation of a 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 consummation of a Business Combination ClosingCombination. 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.

Deferred Underwriting Commission. The Representative agrees Underwriters agree that 4.53.5% of the gross proceeds from the sale of the Firm Units ($9,000,0003,500,000) and 6.5% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 525,000), if 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 Representative Underwriters for its their own account accounts 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 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 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 Representative agrees Underwriters agree that: (i) the Underwriters they 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 ShareholdersStockholders. Notwithstanding anything to the contrary herein, (A) up to 1% of the Deferred Underwriting Commission may be paid at the sole discretion of the Company’s management to third parties not participating as Underwriters in this Offering (but who are members of the Financial Industry Regulatory Authority (“FINRA”)) that assist the Company in consummating its initial Business Combination; (B)(1) the Company may reduce the Deferred Underwriting Commission by up to 50% based on stockholders redeeming their shares of Class A Common Stock for their pro-rata amount of the Trust Amount; provided, further, that the maximum reduction of the Deferred Underwriting Commission reduction based on stockholder redemptions shall be 50% regardless of whether stockholder redemptions exceed 50%; (2) any sums paid to other advisors pursuant to (A), above, will be credited against reduction of and added back to the Deferred Underwriting Commission payable to the Representative; and (3) under no circumstance will the Deferred Underwriting Commission be less than 1.75% of the gross proceeds from the sale of Firm Units and the Option Units. 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 Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the 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 Business 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.

Deferred Underwriting Commission. The Representative agrees Underwriters agree that 4.53.5% of the gross proceeds from the sale of the Firm Units ($9,000,0007,000,000) and 6.5% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 1,050,000), if 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 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 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 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 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 Representative agrees Underwriters agree that: (i) the Underwriters they 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 ShareholdersStockholders. 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 Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the 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 Business 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.

Deferred Underwriting Commission. 1.3.1 The Representative agrees Underwriters agree that 4.5% of the gross proceeds from the sale of the Firm Units ($9,000,00011,250,000) and 6.5% of the gross proceeds from the sale of the Option Units (up to $1,950,0002,437,500) (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 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 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 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 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 Representative agrees that: (i) the Underwriters 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-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 Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the 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 Business 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.

Deferred Underwriting Commission. The Representative agrees that 4.5(i) 4.0% of the gross proceeds from the sale of the Firm Units ($9,000,0006,000,000) and 6.5(ii) 4.0% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 900,000), if any (collectively, the “Deferred Underwriting Commission”) ), will be deposited and held in the Trust Account and up to which amount shall be payable directly from the Trust Account, without accrued interest, to the Representative for its their own account upon consummation and the account of the Company’s initial Business CombinationUnderwriters upon the occurrence of the Specified Event, subject to the reductions provided for in this Section 1.3. 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 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 CSTContinental, 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 Representative Representative, on behalf of itself and the Underwriters, agrees that: that (i) the Underwriters 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-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 Representative on behalf of itself and the Underwriters. Any amounts paid in Deferred Underwriting Commission will For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully earned by each Underwriter satisfied upon the payment of the purchase price for the Units Public Securities purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Closing Date or Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, Closing Date without any further conditions, except as otherwise described herein. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing 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 Business Combination ClosingSpecified 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. The Representative on behalf of itself and the Underwriters further agrees that the Deferred Underwriting Commission shall be decreased by $0.40 for every Ordinary Share for which a Public Shareholder exercises its redemption rights in connection with or prior to the Specified Event.

Deferred Underwriting Commission. 1.3.1 The Representative agrees Representatives agree that 4.54.0% of the gross proceeds from the sale of the Firm Units ($9,000,0008,000,000) and 6.56.0% of the gross proceeds from the sale of the Option Units (up to $1,950,0001,800,000) (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 Representative Representatives 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 Representative Representatives 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 Trust Agreement shall not be permitted to be amended without the prior written consent of the RepresentativeRepresentatives. 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 Representative agrees Representatives, each on behalf of itself and the other Underwriters, agree that: (i) the Underwriters Representatives 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 Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the 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 Business 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 AgreementStockholders.

Deferred Underwriting Commission. 1.3.1 The Representative agrees Underwriters agree that 4.55.0% of the gross proceeds from the sale of the Firm Units ($9,000,00012,500,000) and 6.55.0% of the gross proceeds from the sale of the Option Units (up to $1,950,0001,875,000 ) (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 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 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 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 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 Representative agrees that: (i) 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-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 Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the 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 Business 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.

Deferred Underwriting Commission. The Representative agrees that 4.5% of the gross proceeds from the sale of the Firm Units ($9,000,000) and 6.54.5% of the gross proceeds from the sale of the Option Units (up to $1,950,0001,350,000) (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 Representative Underwriters for its their own account upon consummation of the Company’s initial Business Combination. The Trust Agreement shall provide that the trustee Trustee (as defined below) 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 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 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 Representative Representative, on behalf of the Underwriters, agrees that: (i) 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-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 Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the 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 Business 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.

Deferred Underwriting Commission. The Representative agrees that 4.5(i) 4.0% of the gross proceeds from the sale of the Firm Units ($9,000,0008,000,000) and 6.54.0% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 1,200,000), 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, based on the funds remaining in the trust account after giving effect to the Public Shares that are redeemed in connection with the Company’s Business Combination, without accrued interest, to the Representative for its their own account and the account of the Underwriters upon the consummation of the Company’s initial Business CombinationCombination (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 Trustee is required to obtain a joint written instruction signed by both 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 any a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more entities (the “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 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 Representative Representative, on behalf of itself and the Underwriters, agrees that: that (i) the Underwriters 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, including interest earned thereon (less taxes payable and up to $100,000 of interest income to pay dissolution expenses), 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 Representative on behalf of itself and the Underwriters. Any amounts paid in Deferred Underwriting Commission will For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully earned by each Underwriter satisfied upon the payment of the purchase price for the Units Public Securities purchased by such Underwriter on the closing of this Offering (including payment Closing Date or Option Closing Date, and the Underwriters shall be entitled to their portion of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, Deferred Underwriting Commission without any further conditionsconditions 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 Business Combination Closing 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 Business Combination ClosingSpecified 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. The Representative, on behalf of itself and the Underwriters, further agrees that the Deferred Underwriting Commission shall be decreased by $0.40 for every Ordinary Share for which a Public Shareholder exercises its redemption rights in connection with or prior to the Specified Event.

Deferred Underwriting Commission. The Representative agrees Representatives agree that 4.5(i) 4.0% of the gross proceeds from the sale of the Firm Units ($9,000,0006,000,000) and 6.56.0% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 1,350,000), if 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 Representative Representatives for its their own account upon consummation and the account of the Company’s initial Business CombinationUnderwriters upon the occurrence of the Specified Event. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and acknowledged by the Representative Representatives 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 Trust Agreement shall not be permitted to be amended without the prior written consent of the RepresentativeRepresentatives. 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, each Representative, on behalf of itself and the Representative Underwriters, agrees that: that (i) the Underwriters 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-pro rata basis among the Public Shareholders. The Representative Representatives 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 Representative Representatives on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully earned by each Underwriter satisfied upon the payment of the purchase price for the Units Public Securities purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Closing Date or Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, Closing Date without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing 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 Business Combination ClosingSpecified Event. Each 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. 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.

Deferred Underwriting Commission. The Representative agrees that 4.5(i) 4.0% of the gross proceeds from the sale of the Firm Units ($9,000,0007,200,000) and 6.54.0% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 1,080,000), 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 Company’s initial Business CombinationCombination (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 Trustee is required to obtain a joint written instruction signed by both 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 any a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more entities (the “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 CST, as the trustee of the Trust Account (in this context, the “Trustee”), Trustee commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative agrees that: Representative, on behalf of itself and the Underwriters, agree that (i) the Underwriters 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-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 Representative on behalf of themselves and the Underwriters. Any amounts paid in Deferred Underwriting Commission will For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully earned by each Underwriter satisfied upon the payment of the purchase price for the Units Public Securities purchased by such Underwriter on the closing of this Offering (including payment Closing Date or Option Closing Date, and the Underwriters shall be entitled to their portion of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, Deferred Underwriting Commission without any further conditionsconditions 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 Business Combination Closing 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 Business Combination ClosingSpecified 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 agree 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. The Representative, on behalf of itself and the Underwriters, further agree that the Deferred Underwriting Commission shall be decreased by $0.40 for every Ordinary Share for which a Public Shareholder exercises its redemption rights in connection with or prior to the Specified Event.

Deferred Underwriting Commission. The Representative agrees that 4.5% of the gross proceeds from the sale of the Firm Units ($9,000,0009,900,000) and 6.56.5 % of the gross proceeds from the sale of the Option Units (up to $1,950,000) 2,145,000), if 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 Representative Representative, for its own account account, upon consummation the occurrence of the Company’s initial Business CombinationCombination Closing. 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 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 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 Representative Representative, on behalf of itself and the Underwriters, agrees that: (i) 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-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 Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully earned by each Underwriter satisfied upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Closing Date or Option Units) Closing Date, and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the 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 Business 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.

Deferred Underwriting Commission. The Representative agrees Representatives agree that 4.54.0% of the gross proceeds from the sale of the Firm Units ($9,000,0006,000,000) and 6.54.0% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 900,000), if 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 Representative Representatives for its their own account upon consummation and the account of the Company’s initial Business CombinationUnderwriters upon the occurrence of the Specified Event. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative Representatives 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 Trust Agreement shall not be permitted to be amended without the prior written consent of the RepresentativeRepresentatives. In the event that the Company is unable to consummate a Business Combination and CSTOdyssey, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, each Representative, on behalf of itself and the Representative Underwriters, agrees that: that (iA) the Underwriters it shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (iiB) 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 Representatives 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 Representative Representatives on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully earned by each Underwriter satisfied upon the payment of the purchase price for the Units Public Securities purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Closing Date or Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, Closing Date without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing 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 Business Combination ClosingSpecified Event. Each 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. 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.

Deferred Underwriting Commission. The Representative agrees that 4.54.0% of the gross proceeds from the sale of the Firm Units ($9,000,00010,000,000) and 6.56.0% of the gross proceeds from the sale of the Option Units (up to $1,950,0002,250,000) (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 Representative for its own account upon consummation of the Company’s initial a Business CombinationCombination Closing. 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 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 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 Representative agrees that: (i) 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-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 Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the 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 Business 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.

Deferred Underwriting Commission. The Representative agrees that 4.5% of the gross proceeds from the sale of the Firm Units ($9,000,0006,750,000) and 6.5% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 1,462,500), if 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 Representative for its own account Underwriters upon consummation the occurrence of the Company’s initial Business CombinationCombination Closing. 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 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 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 Representative Representative, on behalf of itself and the Underwriters, agrees that: (i) 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-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 Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully earned by each Underwriter satisfied upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Closing Date or Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, Closing Date without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the 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 Business 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.

Deferred Underwriting Commission. The Representative agrees Underwriters agree that 4.55.0% of the gross proceeds from the sale of the Firm Units ($9,000,00010,000,000) and 6.57.0% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 2,100,000), if 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 Representative Underwriters for its their 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 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 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 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 Representative agrees Underwriters agree that: (i) the Underwriters they 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 ShareholdersStockholders. 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 Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the 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 Business 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.

Deferred Underwriting Commission. The Representative agrees that 4.54.0% of the gross proceeds from the sale of the Firm Units ($9,000,0008,800,000) and 6.56.0% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 1,980,000), if 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 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 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 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 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 Representative agrees that: (i) the Underwriters 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 ShareholdersStockholders. 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 Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the 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 Business 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.

Deferred Underwriting Commission. 1.3.1 The Representative agrees Underwriters agree that 4.53.5% of the gross proceeds from the sale of the Firm Units ($9,000,0006,125,000) and 6.55.5% of the gross proceeds from the sale of the Option Units (up to $1,950,0001,443,750) (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 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 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 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 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 Representative agrees that: (i) the Underwriters 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-rata basis among the Public ShareholdersStockholders. 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 Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the 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 Business 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.

Deferred Underwriting Commission. The Representative agrees that 4.53.50% of the gross proceeds from the sale of the Firm Units ($9,000,0007,000,000) and 6.53.50% of the gross proceeds from the sale of the Option Units (up to $1,950,0001,050,000) (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 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 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 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 CSTContinental, 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 Representative agrees that: (i) the Underwriters 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-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 Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this the Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreementforegoing, each Underwriter may at any time prior to the 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 Business 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 shall be payable as follows: (i) $0.20 per Unit shall be paid to any other right the Representative in cash upon the closing of the Business Combination; and (ii) up to $0.15 per Unit shall be paid to the Representative in cash upon the closing of the Business Combination, with such Underwriter may have under this Agreementamount (the “Trust Account Portion”) to be determined pursuant to the formula set forth in Section 1.3.1 below.

Deferred Underwriting Commission. The Representative agrees that 4.5% of the gross proceeds from the sale of the Firm Units ($9,000,0004,500,000) and 6.54.5% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 675,000), if 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 Representative for its own account upon consummation the occurrence of the Company’s initial Business CombinationSpecified Event. 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 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 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 Representative on behalf of itself and the Underwriters agrees that: (i) the Underwriters 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 Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully earned by each Underwriter satisfied upon the payment of the purchase price for the Units Public Securities purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Closing Date or Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, Closing Date without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing 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 Business Combination ClosingSpecified 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.

Deferred Underwriting Commission. The Representative agrees that 4.53.5% of the gross proceeds from the sale of the Firm Units ($9,000,0008,750,000) and 6.55.5% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 2,062,500), if 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 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 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 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 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 Representative agrees that: (i) the Underwriters 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 ShareholdersStockholders. 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 Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the 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 Business 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.

Deferred Underwriting Commission. The Representative agrees that 4.5% of the gross proceeds from the sale of the Firm Units ($9,000,00011,745,000) and 6.5% of the gross proceeds from the sale of the Option Units (up to $1,950,0002,544,750) (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 Representative for its own account upon consummation of the Company’s initial a Business CombinationCombination Closing. 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 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 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 Representative agrees that: (i) 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-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 Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the 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 Business 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.

Deferred Underwriting Commission. The Representative agrees that 4.5% of the gross proceeds from the sale of the Firm Units ($9,000,00013,500,000) and 6.5% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 2,925,000), if 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 Representative Representative, for its own account account, upon consummation the occurrence of the Company’s initial Business CombinationCombination Closing. 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 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 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 Representative Representative, on behalf of itself and the Underwriters, agrees that: (i) 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-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 Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully earned by each Underwriter satisfied upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Closing Date or Option Units) Closing Date, and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the 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 Business 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.

Deferred Underwriting Commission. The Representative agrees that 4.54.0% of the gross proceeds from the sale of the Firm Units ($9,000,0008,000,000) and 6.56.0% of the gross proceeds from the sale of the Option Units (up to $1,950,0001,800,000) (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 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 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 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 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 Representative agrees that: (i) 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-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 Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the 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 Business 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.

Deferred Underwriting Commission. The Representative agrees that 4.5% of the gross proceeds from the sale of the Firm Units ($9,000,00010,800,000) and 6.5% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 2,340,000), if 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 Representative for its own account Underwriters upon consummation the occurrence of the Company’s initial Business CombinationCombination Closing. 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 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 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 Representative Representative, on behalf of itself and the Underwriters, agrees that: (i) 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-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 Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully earned by each Underwriter satisfied upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Closing Date or Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, Closing Date without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the 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 Business 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.

Deferred Underwriting Commission. 1.3.1 The Representative agrees that 4.53.5% of the gross proceeds from the sale of the Firm Units ($9,000,00017,500,000) and 6.55.5% of the gross proceeds from the sale of the Option Units (up to $1,950,0004,125,000) (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 Representative for its own account upon consummation of the Company’s initial Business Combination. The Trust Agreement shall provide that the trustee 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 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 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 Representative agrees that: (i) 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-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 Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully earned by each Underwriter satisfied upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of Closing Date and the purchase price of any Option Units) and will be paid if and when the Company consummates its Business CombinationClosing Date, and as applicable, and, for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the 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 Business 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. 1.3.2 In the event that, prior to or in lieu of a Business Combination Closing, the Company and/or the Sponsor, become entitled to receive a “break-up” or “busted-deal” fee or any other similar payment, consideration or expense reimbursement (any such fee, payment, consideration or expense reimbursement, a “Break Fee”), in connection with or as a result of either (i) the termination, abandonment or cancellation of a proposed Business Combination (or any effort to effect a proposed Business Combination), or (ii) settlement of, or judgment in, any litigation or dispute relating to a proposed Business Combination, then, in each case, the Company’s obligation to pay the Deferred Underwriting Commission to the Representative shall be accelerated upon the Company’s or the Sponsor’s receipt of funds in respect of the Break Fee, and the Company, on behalf of itself, the Sponsor or both, as applicable, shall be required to pay toward the Deferred Underwriting Commission an amount equal to 50% of the aggregate amount received in respect of the Break Fee. Any such accelerated payment of the Deferred Underwriting Commission shall: (x) not exceed the total amount of the Deferred Underwriting Commission; (y) reduce the balance of the Deferred Underwriting Commission on a dollar-for-dollar basis until the Deferred Underwriting Commission equals zero (or, if a positive balance remains unpaid, it shall continue to be payable to the Representative upon the consummation of the Company’s initial Business Combination), and (y) not be paid from the Trust Account, but rather from a general account of the Company or the Sponsor.

Deferred Underwriting Commission. The Representative agrees that 4.53.5% of the gross proceeds from the sale of the Firm Units ($9,000,0003,500,000) and 6.53.5% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 525,000), if 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 Representative for its own account upon consummation the occurrence of the Company’s initial Business CombinationSpecified Event. 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 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 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 Representative on behalf of itself and the Underwriters agrees that: (i) the Underwriters 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 Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully earned by each Underwriter satisfied upon the payment of the purchase price for the Units Public Securities purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Closing Date or Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, Closing Date without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing 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 Business Combination ClosingSpecified 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.

Deferred Underwriting Commission. The Representative agrees Representatives agree that 4.54.0% of the gross proceeds from the sale of the Firm Units ($9,000,0007,000,000) and 6.5% of the gross proceeds from the sale of the Option Units (up to $1,950,0001,050,000) (collectively, the “Deferred Underwriting Commission”) will be deposited and held in the Trust Account and up to such amount shall be payable directly from the Trust Account, without accrued interest, to the Representative Representatives for its own account upon consummation of the Company’s initial Business CombinationCombination as set forth herein. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative Representatives 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 Trust Agreement shall not be permitted to be amended without the prior written consent of the RepresentativeRepresentatives. In the event that the Company is unable to consummate a Business Combination and CSTOdyssey, 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 Representative agrees Representatives agree that: (i) 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-rata basis among the Public Shareholders. The Representative Representatives 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 Representative Representatives on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the 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 Business Combination Closing. The Representatives further agree that the Deferred Underwriting Commission will be based on the percentage of, 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. 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.

Deferred Underwriting Commission. The Representative agrees that 4.53.5% of the gross proceeds from the sale of the Firm Units ($9,000,00010,500,000) and 6.53.5% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 1,575,000), if 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 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 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 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 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 Representative agrees that: (i) the Underwriters 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 ShareholdersStockholders. 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 Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the 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 Business 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.

Deferred Underwriting Commission. The Representative agrees that 4.54.0% of the gross proceeds from the sale of the Firm Units ($9,000,00010,440,000) and 6.56.0% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 2,349,000), if 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 Representative for its own account Underwriters upon consummation the occurrence of the Company’s initial Business CombinationCombination Closing. 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 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 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 Representative Representative, on behalf of itself and the Underwriters, agrees that: (i) 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-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 Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully earned by each Underwriter satisfied upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Closing Date or Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, Closing Date without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the 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 Business 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.

Deferred Underwriting Commission. The Representative agrees that 4.54.0% of the gross proceeds from the sale of the Firm Units ($9,000,0005,000,000) and 6.5% of the gross proceeds from the sale of the Option Units (up to $1,950,000750,000) (collectively, the “Deferred Underwriting Commission”) will be deposited and held in the Trust Account and up to such amount 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 CombinationCombination as set forth herein. 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 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 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 Representative agrees that: (i) 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-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 Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the 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 Business Combination Closing. The Representative further agrees that the Deferred Underwriting Commission will be based on the percentage of, 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. 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, and the Deferred Underwriting Commission shall not include capital retained pursuant to certain alternative financing agreements that may be entered into from time to time by and among the Company, the Sponsor (as defined below) and other parties, such as non-redemption agreements, forward purchase agreements, equity commitment facilities, or convertible financing agreements.

Deferred Underwriting Commission. The Representative agrees that 4.53.5% of the gross proceeds from the sale of the Firm Units ($9,000,0007,000,000) and 6.55.5% of the gross proceeds from the sale of the Option Units (up to $1,950,0001,650,000) if 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 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 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 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 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 Representative agrees that: (i) the Underwriters 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 ShareholdersStockholders. 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 Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the 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 Business 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.

Deferred Underwriting Commission. The Representative agrees Underwriters agree that 4.53.5% of the gross proceeds from the sale of the Firm Units ($9,000,0002,100,000) and 6.53.5% of the gross proceeds from the sale of the Option Units (up to $1,950,000315,000) (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 Representative Chardan for its own account upon consummation of the Company’s initial Business Combination. The Trust Agreement shall provide that the trustee Deferred Underwriting Commission is required due and payable only to obtain a joint written instruction signed by both Chardan and the Company and the Representative with respect shall not have any obligation or liability to the transfer of the funds held in the Trust Account, including the payment of pay 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 Trust Agreement shall not be permitted to be amended without the prior written consent of the Representativeother Underwriters. 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 liquidates the Trust Account as provided in the Trust Agreement, the Representative agrees Underwriters agree that: (i) the Underwriters Chardan shall forfeit any rights have no right or claims claim to receive 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 Shareholderspublic 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 be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission Commissions will be fully earned by each Underwriter Chardan upon the payment of the purchase price for the Units purchased by such Underwriter on Chardan at the closing of this Offering Closing (including or, with respect to Deferred Underwriting Commissions related to the Option Units, the payment of the purchase price of for those Option Units at any Option UnitsClosing) and will be paid if and when the Company consummates its a Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, Combination without any further conditions. Notwithstanding anything Chardan may waive its right to receive the contrary Deferred Underwriting Commission by notifying the Company in this Agreement, each Underwriter may writing at any time prior to the consummation of a 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 CommissionCombination, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall will 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 Agreementcancelled.

Deferred Underwriting Commission. The Representative agrees that 4.54.0% of the gross proceeds from the sale of the Firm Units ($9,000,0008,000,000) and 6.56.0% of the gross proceeds from the sale of the Option Units (up to $1,950,0001,800,000) (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 Representative for its own account upon consummation of the Company’s initial a Business CombinationCombination Closing. 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 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 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 Representative agrees that: (i) 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-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 Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the 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 Business 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.

Deferred Underwriting Commission. The Representative agrees that 4.55.0% of the gross proceeds from the sale of the Firm Units ($9,000,00012,500,000) and 6.57.0% of the gross proceeds from the sale of the Option Units (up to $1,950,0002,625,000) (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 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 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 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 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 Representative Representative, on behalf of itself and the other Underwriters, agrees that: (i) the Underwriters 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-rata basis among the Public ShareholdersStockholders. 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 Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the 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 Business 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.

Deferred Underwriting Commission. The Representative agrees that 4.53.5% of the gross proceeds from the sale of the Firm Units ($9,000,0007,000,000) and 6.53.5% of the gross proceeds from the sale of the Option Units (up to $1,950,0001,050,000) (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 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 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 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 CSTOdyssey, 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 Representative agrees that: (i) the Underwriters 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-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 Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter underwriter on the closing of this the Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in any other provision of this Agreement, each Underwriter may at any time the Deferred Underwriting Commission shall be payable as follows: (i) $0.15 per Firm Unit and Option Unit shall be paid to the Underwriters in cash upon the closing of the Business Combination; (ii) up to $0.10 per Firm Unit and Option Unit shall be paid to the Underwriters in cash, such amount to be determined pursuant to the formula set forth below, by multiplying (x) a fraction, the numerator of which is the number of Ordinary Shares included in the Units sold in the Offering (the “Public Shares”) outstanding immediately prior to the consummation of the Business Combination Closing Combination, net of any Public Shares that have been submitted for redemption by Public Shareholders, and the denominator of which is the number of Public Shares outstanding at the closing of the Offering by (y) 1.0%; and (iii) $0.10 per Firm Unit and Option Unit shall be paid to the Underwriters in cash, provided that the Company shall have the right, in its sole and absolute discretion, by written notice to reallocate any portion of such $0.10 amount to third parties not participating in the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case Offering (but who are members of FINRA) that assist the Company agrees to instruct in consummating the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business 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 AgreementCombination.

Deferred Underwriting Commission. The Representative agrees that 4.53.5% of the gross proceeds from the sale of the Firm Units ($9,000,0006,125,000) and 6.53.5% of the gross proceeds from the sale of the Option Units (up to $1,950,000918,750) (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 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 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 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 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 Representative agrees that: (i) the Underwriters 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 ShareholdersStockholders. 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 Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the 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 Business 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.

Deferred Underwriting Commission. The Representative agrees Representatives agree that 4.5(i) 4.0% of the gross proceeds from the sale of the Firm Units ($9,000,0007,000,000) and 6.54.0% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 1,050,000), 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 Representatives for its their own account and the account of the Underwriters upon the consummation of the Company’s initial Business CombinationCombination (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 Trustee is required to obtain a joint written instruction signed by both the Company and acknowledged by the Representative Representatives 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 a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar business combination involving the Company with one or more entities (the “Business Combination”), and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the RepresentativeRepresentatives. 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 Representative agrees that: Representatives, on behalf of themselves and the Underwriters, agree that (i) the Underwriters they 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 Representatives 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 Representative Representatives on behalf of themselves and the Underwriters. Any amounts paid in Deferred Underwriting Commission will For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully earned by each Underwriter satisfied upon the payment of the purchase price for the Units Public Securities purchased by such Underwriter on the closing of this Offering (including payment Closing Date or Option Closing Date, and the Underwriters shall be entitled to their portion of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, Deferred Underwriting Commission without any further conditionsconditions 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 Business Combination Closing 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 Business Combination ClosingSpecified 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 Representatives, on behalf of themselves and the Underwriters, further agree 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. The Representatives, on behalf of themselves and the Underwriters, further agree that the Deferred Underwriting Commission shall be decreased by $0.40 for every Ordinary Share for which a Public Shareholder exercises its redemption rights in connection with or prior to the Specified Event.

Deferred Underwriting Commission. 1.3.1 The Representative agrees Underwriters agree that 4.55.0% of the gross proceeds from the sale of the Firm Units ($9,000,0001,000,000) and 6.57.0% of the gross proceeds from the sale of the Option Units (up to $1,950,0002,100,000) (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 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 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 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 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 Representative agrees that: (i) the Underwriters 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-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 Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the 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 Business 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.

Deferred Underwriting Commission. The Representative agrees Representatives agree that 4.5(i) 4.0% of the gross proceeds from the sale of the Firm Units ($9,000,0008,000,000) and 6.54.0% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 1,200,000), 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 Representatives for its their own account and the account of the Underwriters upon the consummation of the Company’s initial Business CombinationCombination (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 Trustee is required to obtain a joint written instruction signed by both the Company and acknowledged by the Representative Representatives 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 a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more entities (the “Business Combination”), and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the RepresentativeRepresentatives. In the event that the Company is unable to consummate a Business Combination and CSTEfficiency, 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 Representative agrees that: Representatives, on behalf of itself and the Underwriters, agree that (i) the Underwriters 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-pro rata basis among the Public Shareholders. The Representative Representatives 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 Representative Representatives on behalf of themselves and the Underwriters. Any amounts paid in Deferred Underwriting Commission will For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully earned by each Underwriter satisfied upon the payment of the purchase price for the Units Public Securities purchased by such Underwriter on the closing of this Offering (including payment Closing Date or Option Closing Date, and the Underwriters shall be entitled to their portion of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, Deferred Underwriting Commission without any further conditionsconditions 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 Business Combination Closing 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 Business Combination ClosingSpecified 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 Representatives, on behalf of itself and the Underwriters, further agree 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. The Representatives, on behalf of itself and the Underwriters, further agree that the Deferred Underwriting Commission shall be decreased by $0.40 for every Ordinary Share for which a Public Shareholder exercises its redemption rights in connection with or prior to the Specified Event.

Deferred Underwriting Commission. The Representative agrees that 4.53.00% of the gross proceeds from the sale of the Firm Units ($9,000,0003,000,000) and 6.5% of the gross proceeds from the sale of the Option Units (up to $1,950,000450,000) (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 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 Representative with respect to the transfer of the funds held in the Trust Account, including the payment One Million Six Hundred Twenty-Five Thousand ($1,625,000) of the Deferred Underwriting Commission from (plus up to $243,750 if the Trust Account, prior Over-allotment Option is exercised in full) shall be paid by the Company to commencing any liquidation the Representative in cash upon the closing of the assets Company’s Business Combination. The other One Million Three Hundred Seventy-Five Thousand ($1,375,000) of the Trust Account Deferred Underwriting Commission (plus up to $206,250 if the Over-allotment Option is exercised in full) shall be payable by the Company in cash upon the closing of the Company’s Business Combination to certain parties who are instrumental in advising the Company in connection with the consummation closing of any the Business Combination, and including the Representative, provided any such provision party is a member of the Trust Agreement Financial Industry Regulatory Authority (“FINRA”), on either a contingent or non-contingent basis, as determined by the Company in its sole discretion; provided, however, that (1) any portion of the Deferred Underwriting Commission relating to an allocation made on a contingent basis where the contingency is not met shall not be permitted paid to any party and (2) if no allocation is made by the Company with respect to any portion of the Deferred Underwriting Commission, then all of such unallocated portion of the Deferred Underwriting Commission shall be amended without paid by the prior written consent of Company to the Representative. 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 Representative Representative, on behalf of itself and the other Underwriters, agrees that: (i) the several 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-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 Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the 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 Business 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 AgreementStockholders.

Deferred Underwriting Commission. The Representative agrees that 4.54.4% of the gross proceeds from the sale of the Firm Units ($9,000,0008,800,000) and 6.56.4% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 1,920,000), if 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 Representative Representative, for its own account account, upon consummation the occurrence of the Company’s initial Business CombinationCombination Closing. 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 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 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 Representative Representative, on behalf of itself and the Underwriters, agrees that: (i) 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-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 Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully earned by each Underwriter satisfied upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Closing Date or Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, Closing Date without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the 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 Business 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.

Deferred Underwriting Commission. The Representative agrees that 4.55.0% of the gross proceeds from the sale of the Firm Units ($9,000,00011,000,000) and 6.57.0% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 2,310,000), if 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 Representative for its own account upon consummation the occurrence of the Company’s initial Business CombinationCombination Closing. 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 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 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 Representative on behalf of itself and the Underwriters agrees that: (i) the Underwriters they 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 Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully earned by each Underwriter satisfied upon the payment of the purchase price for the Units Public Securities purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Closing Date or Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, Closing Date without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the 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 Business 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.

Deferred Underwriting Commission. The Representative agrees that 4.55% of the gross proceeds from the sale of the Firm Units ($9,000,00012,500,000) and 6.57.0% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 2,625,000), if 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 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 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 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 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 Representative agrees that: (i) the Underwriters 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 ShareholdersStockholders. 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 Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the 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 Business 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.

Deferred Underwriting Commission. The Representative agrees that 4.53.5% of the gross proceeds from the sale of the Firm Units ($9,000,0007,350,000) and 6.53.5% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 1,102,500 (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 Representative for its own account upon consummation of the Company’s initial merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (the “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 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 CSTContinental, 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 Representative agrees that: (i) the Underwriters 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-rata basis among the Public Shareholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission Representative, on behalf of itself and the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf Underwriters, further agrees that (i) 1.5% of the Underwriters. Any amounts paid in Gross Proceeds that is part of the Deferred Underwriting Commission will be proportionately reduced based on funds available in the Trust Account after payments made out of the Trust Account to honor redemption rights of the Public Shareholders, and (ii) 0.5% of the Gross Proceeds that is part of the Deferred Underwriting Commission may be allocated by the Company to third parties not participating in the IPO (but who are members of FINRA) that assist the Company in consummating the initial business combination. Any Deferred Underwriting Commissions shall be deemed fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter underwriter on the closing of this the Offering (including payment of the purchase price of any Option Units) and will be paid only if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the 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 Business 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.

Deferred Underwriting Commission. The Representative agrees Representatives agree that 4.5up to 4.0% of the gross proceeds from the sale of the Firm Units (or up to $9,000,0003,000,000) and 6.5up to 4.0% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 450,000), if 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 Representative Underwriters for its their own account accounts upon consummation the occurrence of the Company’s initial Business CombinationSpecified Event. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative Representatives 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 Trust Agreement shall not be permitted to be amended without the prior written consent of the RepresentativeRepresentatives. 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, each Representative on behalf of itself and the Representative Underwriters agrees that: (i) the Underwriters 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 Representatives 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 Representative Representatives on behalf of the Underwriters. Any amounts paid in Each Representative on behalf of itself and the Underwriters further agrees that the Deferred Underwriting Commission will be fully earned by based on and paid out of funds available in the Trust Account after payments made out of Trust Account to honor redemption rights of the Public Shareholders. 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 Units Public Securities purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Closing Date or Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, Closing Date without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing 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 Business Combination ClosingSpecified 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.

Deferred Underwriting Commission. The Representative agrees Representatives agree that 4.5(i) 4.0% of the gross proceeds from the sale of the Firm Units ($9,000,0008,000,000) and 6.54.0% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 1,200,000), 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 Representatives for its their own account and the account of the Underwriters upon the consummation of the Company’s initial Business CombinationCombination (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 Trustee is required to obtain a joint written instruction signed by both the Company and acknowledged by the Representative Representatives 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 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 RepresentativeRepresentatives. In the event that the Company is unable to consummate a Business Combination and CSTTrustee, 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 Representative agrees that: Representatives, on behalf of themselves and the Underwriters, agree that (i) the Underwriters they 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 Representatives 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 Representative Representatives on behalf of themselves and the Underwriters. Any amounts paid in Deferred Underwriting Commission will For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully earned by each Underwriter satisfied upon the payment of the purchase price for the Units Public Securities purchased by such Underwriter on the closing of this Offering (including payment Closing Date or Option Closing Date, and the Underwriters shall be entitled to their portion of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, Deferred Underwriting Commission without any further conditionsconditions 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 Business Combination Closing 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 Business Combination ClosingSpecified 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 Representatives on behalf of themselves and the Underwriters, further agree 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. The Representatives, on behalf of themselves and the Underwriters, further agree that the Deferred Underwriting Commission shall be decreased by $0.40 for every Ordinary Share for which a Public Shareholder exercises its redemption rights in connection with or prior to the Specified Event.

Deferred Underwriting Commission. The Representative agrees that 4.5% Chardan shall also be entitled to receive three percent (3.0%) of the gross proceeds from the sale of the Firm Units (up to $9,000,0001,800,000) and 6.5% three percent (3.0%) of the gross proceeds from the sale of the Option Units (or up to $1,950,0002,070,000 in total if the Over-allotment Option is exercised in full) as a deferred underwriting commission (collectively, the “Deferred Underwriting Commission”) will ). At the option of Chardan, the Deferred Underwriting Commission shall be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account Chardan upon consummation of the Company’s initial a Business Combination. The Trust Agreement shall provide that For the trustee is required to obtain a joint written instruction signed by both the Company avoidance of doubt, only Chardan and the Representative with respect to the transfer none of the funds held in the Trust Account, including the payment of other Underwriters shall be entitled to receive 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 Trust Agreement shall not be permitted to be amended without the prior written consent of the RepresentativeCommission. 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 Representative Chardan agrees that: (i) the Underwriters Chardan shall forfeit any rights have no right or claims claim to receive 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 Shareholderspublic stockholders. 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 be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission Commissions will be fully earned by each Underwriter the Representative upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering Underwriters at the Closing (including or, with respect to Deferred Underwriting Commissions related to the Option Units, the payment of the purchase price of for those Option Units at any Option UnitsClosing) and will be paid only to the Representative if and when the Company consummates its a Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, Combination without any further conditions. Notwithstanding anything Chardan may waive its right to receive the contrary Deferred Underwriting Commission by notifying the Company in this Agreement, each Underwriter may writing at any time prior to the consummation of a 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 CommissionCombination, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall will 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 Agreementcancelled.

Deferred Underwriting Commission. The Representative agrees Representatives agree that 4.53.9% of the gross proceeds from the sale of the Firm Units ($9,000,00010,179,000) and 6.5% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 1,526,850), if any (collectively, the “Maximum Deferred Underwriting Commission”) ), will be deposited and held in the Trust Account Account, and the Deferred Underwriting Commission (as defined in the following sentence, which is up to the Maximum Deferred Underwriting Commission) shall be payable directly from the Trust Account, without accrued interest, to the Representative Representatives for its their own account and the account of the Underwriters upon the consummation of the Company’s initial Business CombinationCombination (as defined below), subject, in each case, to the reductions provided for in this Section 1.3.1. Each Representative, on behalf of itself and the Underwriters, agrees that the Deferred Underwriting Commission will be 3.9% of funds available in the Trust Account after payments made out of the Trust Account to honor redemption rights of the Public Shareholders and less any funds sourced by the Sponsor or other holders of Founder Shares (as defined below) or any cash remaining in the Trust Account pursuant to structured agreements such as forward purchase agreements, non-redemption agreements, any agreements or arrangements alike, or any other incentivization provided to the Public Shareholders to not redeem. The Trust Agreement shall provide that the trustee Trustee is required to obtain a joint written instruction signed by both the Company and acknowledged by the Representative Representatives 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 a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more entities (the “Business Combination”), and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the RepresentativeRepresentatives. In the event that the Company is unable to consummate a Business Combination and CSTContinental, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, each Representative, on behalf of itself and the Representative Underwriters, agrees that: that (i) the Underwriters 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-pro rata basis among the Public Shareholders. The Representative Representatives 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 Representative Representatives on behalf of themselves and the Underwriters. Any amounts paid in Deferred Underwriting Commission will For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully earned by each Underwriter satisfied upon the payment of the purchase price for the Units Public Securities purchased by such Underwriter on the closing of this Offering (including payment Closing Date or Option Closing Date, and the Underwriters shall be entitled to their portion of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, Deferred Underwriting Commission without any further conditionsconditions 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 consummation of the 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 consummation of a the Business Combination ClosingCombination. 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.

Deferred Underwriting Commission. The Representative agrees that 4.5(i) 4.0% of the gross proceeds from the sale of the Firm Units ($9,000,000) and 6.54.0% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 1,350,000), 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 Company’s initial Business CombinationCombination (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 Trustee is required to obtain a joint written instruction signed by both 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 any a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more entities (the “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 CSTEfficiency, 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 Representative Representative, on behalf of itself and the Underwriters, agrees that: that (i) the Underwriters 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-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 Representative on behalf of itself and the Underwriters. Any amounts paid in Deferred Underwriting Commission will For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully earned by each Underwriter satisfied upon the payment of the purchase price for the Units Public Securities purchased by such Underwriter on the closing of this Offering (including payment Closing Date or Option Closing Date, and the Underwriters shall be entitled to their portion of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, Deferred Underwriting Commission without any further conditionsconditions 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 Business Combination Closing 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 Business Combination ClosingSpecified 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. The Representative, on behalf of itself and the Underwriters, further agrees that the Deferred Underwriting Commission shall be decreased by $0.40 for every Ordinary Share for which a Public Shareholder exercises its redemption rights in connection with or prior to the Specified Event.

Deferred Underwriting Commission. The Representative agrees Representatives agree that 4.54.0% of the gross proceeds from the sale of the Firm Units ($9,000,0007,000,000) and 6.54.0% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 1,050,000), if 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 Representative Representatives for its their own account upon consummation and the account of the Company’s initial Business CombinationUnderwriters upon the occurrence of the Specified Event. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative Representatives 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 Trust Agreement shall not be permitted to be amended without the prior written consent of the RepresentativeRepresentatives. In the event that the Company is unable to consummate a Business Combination and CSTOdyssey, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, each Representative, on behalf of itself and the Representative Underwriters, agrees that: that (iA) the Underwriters it shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (iiB) 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 Representatives 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 Representative Representatives on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully earned by each Underwriter satisfied upon the payment of the purchase price for the Units Public Securities purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Closing Date or Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, Closing Date without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Business Combination Closing 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 Business Combination ClosingSpecified Event. Each 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. 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.

Deferred Underwriting Commission. 1.3.1 The Representative agrees that 4.54.0% of the gross proceeds from the sale of the Firm Units ($9,000,00012,000,000) and 6.56.0% of the gross proceeds from the sale of the Option Units (up to $1,950,0002,700,000) (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 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 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 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 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 Representative Representative, on behalf of itself and the other Underwriters, agrees that: (i) the Underwriters 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-rata basis among the Public Shareholders. The Stockholders. 1.3.2 Notwithstanding the foregoing, the Representative shall have agrees that, upon consummation of the right to agree to any further modifications to initial Business Combination, Representative (upon receipt of the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications Commission) shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when reimburse the Company consummates its Business Combination, and for fees payable to the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any Company’s capital markets advisor for services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything or the Representative shall direct the Trustee to reduce the contrary in this Agreement, each Underwriter may at any time prior to Deferred Underwriting Commission by the Business Combination Closing amount of such fees and in its sole and absolute discretion, by written notice pay such fees directly to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission’s capital markets advisor, in which case an amount equal to the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence sum of a Business 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 one-half of the Deferred Underwriting Commission or from the sale of the Firm Units ($6,000,000) and one-third of the Deferred Underwriting Commission from the sale of the Option Units (up to any other right such Underwriter may have under this Agreement$900,000) (together, the “Deferred Capital Markets Advisor Payment”) and, upon instruction from the Company, Representative shall pay the Deferred Capital Markets Advisor Payment to the Company’s capital markets advisor on the Company’s behalf.

Deferred Underwriting Commission. The Representative agrees that 4.54.0% of the gross proceeds from the sale of the Firm Units ($9,000,0008,800,000) and 6.56.0% of the gross proceeds from the sale of the Option Units (up to $1,950,0001,980,000) (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 Representative for its own account upon consummation of the Company’s initial a Business CombinationCombination Closing. 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 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 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 Representative agrees that: (i) 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-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 Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the 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 Business 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.

Deferred Underwriting Commission. The Representative agrees that 4.5% of upon the gross proceeds from the sale of the Firm Units ($9,000,000) and 6.5% of the gross proceeds from the sale of the Option Units (up to $1,950,000) (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 Representative for its own account upon consummation of the Company’s initial Business Combination (the “Closing”), the Company (or, if applicable, the successor public company in such Business Combination (the “Successor”)) shall issue, transfer and deliver, or cause to be issued, transferred and delivered, to the Representative, in book-entry form, by irrevocable instruction to its duly appointed transfer agent, a number of shares of common stock of the Company, par value $0.0001 per share (or equivalent publicly traded common or shares of common stock of the Successor) (the “New Common Stock”) equal to 1,200,000 shares of New Common Stock, subject to equitable adjustment for stock splits, stock dividends, combinations, recapitalizations and the like after the date hereof and prior to the closing of such initial Business Combination. , including to account for any equity securities into which such shares are exchanged or converted (the “Deferred Fee Shares”). (a) The Trust Agreement shall provide Company hereby agrees that the trustee is required Deferred Fee Shares issued, transferred and delivered to obtain a joint written instruction signed by both the Company and the Representative in satisfaction hereof shall be validly issued (with respect to “registration rights,” as described below), fully paid and non-assessable and free and clear of all liens, encumbrances and other restrictions on the pledge, sale or other transfer of such Deferred Fee Shares (collectively, “Restrictions”), other than those Restrictions either (x) arising from applicable U.S. federal or state securities laws or (y) imposed by the funds held in Lock-Up Agreement (as defined below) (together, the Trust Account, including “Permitted Restrictions”). (b) Upon the payment issuance of the Deferred Underwriting Commission Fee Shares upon the Closing, the Company will, and will cause the Sponsor to, add the Deferred Fee Shares (along with any Placement Shares (as defined below)) as “Registrable Securities” of the Representative under the Registration Rights Agreement. (c) Furthermore, on or immediately prior to the expiration of the Lock-up Period, upon CF&CO’s request, the Company agrees that it (or any Successor) shall promptly (i) instruct and cause (x) its legal counsel to promptly provide the necessary “ blanket” legal opinion(s) to the Transfer Agent so that such Transfer Agent may remove any “ restrictive legends” from the Trust AccountDeferred Fee Sares and the Placement Shares (together, prior the “CF&CO Shares”) and (y) its Transfer Agent to commencing remove any liquidation such “restrictive legends” from the CF&CO Shares, and (ii) take any such further action as CF&CO may reasonably request, in each case, to enable CF&CO to promptly resell, freely trade or otherwise dispose of the assets of CF&CO Shares, in reliance upon either (x) a resale registration statement, or (y) Rule 144 under the Trust Account Act (such obligations in connection with sub-clauses (c)(i) and (ii), collectively, the consummation of any Business Combination“Resale Obligations”); provided, and such provision of that, in each case, the Trust Agreement shall not be permitted to be amended without Company (or, if applicable, the prior written consent of Successor) has received a customary representation letter from the Representative. , the form and substance of which shall be reasonably satisfactory to the Company (or, if applicable, the Successor). (d) 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 Representative agrees that: (i) that the Underwriters Representative shall forfeit any rights or claims to the Deferred Fee Shares or any other deferred underwriting commission. Without limiting the foregoing, the Representative shall not be entitled to any of the funds deposited or held in the Trust Account in connection with any deferred underwriting commission, and any references in the Underwriting CommissionAgreement to such rights, including Sections 1.1.1, 1.1.2, 1.2.3, are hereby superseded. (e) However, in the event that the Company does consummate a Business Combination, but the Company (or the Successor) is unable to, or otherwise does not, (i) issue or cause to be issued the full amount of the Deferred Fee Shares to the Representative in satisfaction hereof, upon or in connection with the Closing, without any accrued interest thereon; and Restrictions on transfer, other than the Permitted Restrictions, (ii) the Deferred Underwriting Commission, together comply with all other amounts on deposit its obligations 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 clause (b) above with respect to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating Registration Rights Agreement to such modifications shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder performed at or prior to provide any services or in connection with an initial Business Combinationthe Closing, without any further conditions. Notwithstanding anything and/or (iii) comply with the Resale Obligations, such that CF&CO is unable to promptly resell, freely trade or otherwise dispose of the contrary CF&CO Shares promptly following expiration of the Lock-up Period, in this Agreementreliance upon either (x) a resale registration statement, or (y) Rule 144 under the Act, then, in each Underwriter may of the foregoing cases set forth in sub-clauses (e)(i)-(iii), at any time prior to the Business Combination Closing and in its sole and absolute discretion, election of CF&CO made by written notice provided to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees (or the Successor) shall promptly (but in any event within five (5) Business Days) after receipt of such notice from CF&CO, pay to instruct CF&CO an amount in cash equal to $5,705,000 (the Trustee not “Default Payment”); and CF&CO will promptly, after receipt of such payment, return to pay such Underwriter its the Company all remaining Deferred Underwriting Commission upon the occurrence of a Business Combination ClosingFee Shares held by it. For the avoidance of doubt, once paid, any such election Default Payment will not be refundable under any circumstances.” The Company and the Representative agree that, subject to the penultimate paragraph of Section 1.3 of the Underwriting Agreement (as amended by an Underwriter shall be without prejudice this Section 1), any reference in the Underwriting Agreement to any right the amount or claim type of any other Underwriter to its respective portion of consideration owed for the Deferred Underwriting Commission that is inconsistent with the provisions of Section 1.3, as amended by this Section 1, shall be deemed amended, effective as of the date of this Letter, to be consistent with the provisions of Section 1.3, as amended by this Section 1; however, if the conditions set forth in sub-clauses (x) and (y) of the penultimate paragraph of such Section 1.3 (as amended by this Section 1) are not satisfied as of the Closing, then this Letter shall be automatically terminated and the original Deferred Underwriting Commission, in the amount of $5,705,000, shall become due and payable by the Company to CF&CO, in cash, upon the consummation of a Business Combination, as originally set forth in the Underwriting Agreement, as of its original date and prior to its amendment by this Letter and the First Amendment. Each of the Company and the Representative will, upon request of the other, execute such other documents, instruments or agreements as may be reasonable or necessary to effectuate the Fee Reduction agreements set forth in this Letter and the Registration Rights and Resale Obligations set forth in the Underwriting Agreement (as amended by this Section 1). For the avoidance of doubt, the Fee Reduction agreement set forth in this Letter is confidential may be not filed publicly or otherwise disclosed by the Company to any other right party (other than EUR) without the Representative’s prior written consent, not to be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing, if the Company (or the Successor) is required by applicable law, regulation, Commission or applicable stock exchange requirement or legal process to disclose this Letter or its terms, including, without limitation, the Fee Reduction agreement, the Company (or the Successor) may do so without the consent of the Representative, so long as it provides the Representative with a reasonable opportunity to review and comment on such Underwriter may have under this Agreementdisclosure prior to its filing, publication or dissemination and the Company (or the Successor) considers in good faith any reasonable comments provided by the Representative with respect to such disclosure. 2. Section 1 of the Underwriting Agreement shall be amended such that a new Section 1.7 shall be added to said Section 1, which shall read as follows:

Deferred Underwriting Commission. 1.3.1 The Representative agrees Underwriters agree that 4.54.0% of the gross proceeds from the sale of the Firm Units ($9,000,00012,000,000) and 6.56.0% of the gross proceeds from the sale of the Option Units (up to $1,950,0002,700,000) (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 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 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 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 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 Representative agrees that: (i) the Underwriters 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-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 Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the 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 Business 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.

Deferred Underwriting Commission. 1.3.1 The Representative agrees that 4.54.0% of the gross proceeds from the sale of the Firm Units ($9,000,00011,000,000) and 6.56.0% of the gross proceeds from the sale of the Option Units (up to $1,950,0002,475,000) (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 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 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 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 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 Representative Representative, on behalf of itself and the other Underwriters, agrees that: (i) the Underwriters 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-rata basis among the Public Shareholders. The Stockholders. 1.3.2 Notwithstanding the foregoing, the Representative shall have agrees that, upon consummation of the right to agree to any further modifications to initial Business Combination, Representative (upon receipt of the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications Commission) shall be made exclusively by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when reimburse the Company consummates its Business Combination, and for fees payable to the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any Company’s capital markets advisor for services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything or the Representative shall direct the Trustee to reduce the contrary in this Agreement, each Underwriter may at any time prior to Deferred Underwriting Commission by the Business Combination Closing amount of such fees and in its sole and absolute discretion, by written notice pay such fees directly to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission’s capital markets advisor, in which case an amount equal to the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence sum of a Business 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 one-half of the Deferred Underwriting Commission or from the sale of the Firm Units ($5,500,000) and one-third of the Deferred Underwriting Commission from the sale of the Option Units (up to any other right such Underwriter may have under this Agreement$825,000) (together, the “Deferred Capital Markets Advisor Payment”) and, upon instruction from the Company, Representative shall pay the Deferred Capital Markets Advisor Payment to the Company’s capital markets advisor on the Company’s behalf.

Deferred Underwriting Commission. The Representative agrees Underwriters agree that 4.53.5% of the gross proceeds from the sale of the Firm Units Shares ($9,000,0005,250,000) and 6.5% of the gross proceeds from the sale of the Option Units Shares (up to $1,950,000) 787,500), if 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 Representative for its own account upon consummation of the Company’s initial Business Combination, provided that up to one-third of such amount may be re-allocated or paid by the Company to members of FINRA that assist the Company in consummating its Business Combination, in the Company’s sole discretion. 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 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 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 Representative agrees Underwriters agree that: (i) the Underwriters they shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; 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. 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 Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the 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 Business 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.

Deferred Underwriting Commission. The Representative agrees that 4.54.4% of the gross proceeds from the sale of the Firm Units ($9,000,00011,000,000) and 6.56.4% of the gross proceeds from the sale of the Option Units (up to $1,950,000) 2,400,000), if 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 Representative for its own account upon consummation the occurrence of the Company’s initial Business CombinationCombination Closing. 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 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 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 Representative Representative, on behalf of itself and the Underwriters, agrees that: (i) 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-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 Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully earned by each Underwriter satisfied upon the payment of the purchase price for the Units Public Securities purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Closing Date or Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, Closing Date without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the 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 Business 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.

Deferred Underwriting Commission. The Representative agrees that 4.54.0% of the gross proceeds from the sale of the Firm Units ($9,000,0006,000,000) and 6.5% of the gross proceeds from the sale of the Option Units (up to $1,950,000900,000) (collectively, the “Deferred Underwriting Commission”) will be deposited and held in the Trust Account and up to such amount 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 CombinationCombination as set forth herein. 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 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 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 Representative Representative, on behalf of itself and the Underwriters, agrees that: (i) 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-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 Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the closing of the Business Combination Closing (the “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 Business Combination Closing. The Representative, on behalf of itself and the Underwriters, further agrees that the Deferred Underwriting Commission will be based on, and paid out of, the funds available in the Trust Account after payments made out of the Trust Account to honor redemption rights of the Public Shareholders. The Representatives, on behalf of themselves and the Underwriters, further agree that the Deferred Underwriting Commission shall be decreased by $0.40 for every Ordinary Share for which a Public Shareholder exercises its redemption rights in connection with or prior to the Business Combination (or has a redemption rights post closing of the Business Combination). 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.