Common use of Deferred Underwriting Commission Clause in Contracts

Deferred Underwriting Commission. The Representative agrees that up to 3.5% of the gross proceeds from the sale of the Firm Units ($6,125,000) and up to 3.5% of the gross proceeds from the sale of the Option Units (up to $918,750) (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 as described in the Registration Statement. In the event that the Company is unable to consummate a Business Combination and Equiniti, 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 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. Any Deferred Underwriting Commissions 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 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, without any further conditions.

Deferred Underwriting Commission. The Representative agrees that up to 3.5% of the gross proceeds from the sale of the Firm Units ($6,125,0005,250,000) and up to 3.5% of the gross proceeds from the sale of the Option Units (up to $918,750787,000) (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 as described in the Registration StatementCombination. In the event that the Company is unable to consummate a Business Combination and EquinitiContinental, 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 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. Any Deferred Underwriting Commissions 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 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, without any further conditions.

Deferred Underwriting Commission. The Representative agrees that up to 3.5% of the gross proceeds from the sale of the Firm Units ($6,125,0004,375,000) and up to 3.5% of the gross proceeds from the sale of the Option Units (up to $918,750656,250) (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 as described in the Registration StatementCombination. In the event that the Company is unable to consummate a Business Combination and EquinitiContinental, 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 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. Any Deferred Underwriting Commissions 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 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, without any further conditions.

Deferred Underwriting Commission. The Representative agrees that up to 3.54.5% of the gross proceeds from the sale of the Firm Units ($6,125,0009,900,000) and up to 3.54.5% of the gross proceeds from the sale of the Option Units (up to $918,7501,485,000) (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 as described in the Registration StatementCombination. In the event that the Company is unable to consummate a Business Combination and EquinitiOdyssey, 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 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. Any Deferred Underwriting Commissions 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 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, without any further conditions.

Deferred Underwriting Commission. The Representative agrees that up to 3.5% of the gross proceeds from the sale of the Firm Units ($6,125,0005,250,000) and up to that 3.5% of the gross proceeds from the sale sale, if any, of the Option Units (up to $918,750787,500) (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 (except as described in the last sentence of this paragraph) upon consummation of the Company’s initial Business Combination as described in the Registration StatementCombination. In the event that the Company is unable to consummate a Business Combination and EquinitiCST&T, 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 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. Any Deferred Underwriting Commissions will be fully earned by each Underwriter Notwithstanding anything to the contrary in this Agreement, upon the payment consummation of the purchase price for the Units purchased by such underwriter on the closing of Company’s initial Business Combination, up to $0.0875 per unit sold in the Offering (including payment of the purchase price of any both Firm Units and Option Units) of the Deferred Underwriting Commission may, at the option of the Company, in its sole and will absolute discretion, be paid if allocated and when paid, out of the Trust Account, to third parties (who are members of FINRA) selected by the Company consummates in its sole and absolute discretion, that assist the Company in consummating its initial Business Combination, without any further conditions.

Deferred Underwriting Commission. The Representative agrees that up to 3.53.50% of the gross proceeds from the sale of the Firm Units ($6,125,0006,562,500) and up to 3.53.50% of the gross proceeds from the sale of the Option Units (up to $918,750984,375) (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 as described in the Registration StatementCombination. In the event that the Company is unable to consummate a Business Combination and EquinitiContinental, 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 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. Any Deferred Underwriting Commissions 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 the Offering (including payment of the purchase price of any Option Units) and will be paid to the Representative on behalf of the Underwriters if and when the Company consummates its Business Combination, without any further conditions.

Deferred Underwriting Commission. The Representative agrees that up to 3.5% of the gross proceeds from the sale of the Firm Units ($6,125,0005,250,000) and up to 3.5% of the gross proceeds from the sale of the Option Units (up to $918,750787,500) (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 as described in the Registration StatementCombination. In the event that the Company is unable to consummate a Business Combination and EquinitiContinental, 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 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. Any Deferred Underwriting Commissions 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 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, without any further conditions.

Deferred Underwriting Commission. The Representative agrees that up to 3.54.0% of the gross proceeds from the sale of the Firm Units ($6,125,0008,000,000) and up to 3.54.0% of the gross proceeds from the sale of the Option Units (up to $918,7501,200,000) (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 as described in the Registration StatementCombination. In the event that the Company is unable to consummate a Business Combination and EquinitiContinental, 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 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. Any Deferred Underwriting Commissions 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 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, without any further conditions.

Deferred Underwriting Commission. The Representative agrees that up to 3.53.50% of the gross proceeds from the sale of the Firm Units ($6,125,0006,562,500) and up to 3.53.50% of the gross proceeds from the sale of the Option Units (up to $918,750984,375) (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 as described in the Registration StatementCombination. In the event that the Company is unable to consummate a Business Combination and EquinitiContinental, 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 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. Any Deferred Underwriting Commissions 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 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, without any further conditions.

Deferred Underwriting Commission. The Representative agrees that up to 3.5% of the gross proceeds from the sale of the Firm Units ($6,125,0005,250,000) and up to 3.5% of the gross proceeds from the sale of the Option Units (up to $918,750787,500) (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 as described in the Registration StatementCombination. In the event that the Company is unable to consummate a Business Combination and EquinitiContinental, 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 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. Any Deferred Underwriting Commissions amounts paid in deferred underwriting commissions 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 the 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, without any further conditions.

Deferred Underwriting Commission. The Representative agrees that up to 3.54.5% of the gross proceeds from the sale of the Firm Units ($6,125,0007,000,000) and up to 3.54.5% of the gross proceeds from the sale of the Option Units (up to $918,7501,650,000) (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 as described in the Registration StatementCombination. In the event that the Company is unable to consummate a Business Combination and EquinitiOdyssey, 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 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. Any Deferred Underwriting Commissions 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 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, without any further conditions.

Deferred Underwriting Commission. The Representative agrees that up to 3.5% of the gross proceeds from the sale of the Firm Units ($6,125,0007,000,000) and up to 3.5% of the gross proceeds from the sale of the Option Units (up to $918,7501,050,000) (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 merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination as described in the Registration Statement. Combination”) In the event that the Company is unable to consummate a Business Combination and EquinitiContinental, 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 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. Any Deferred Underwriting Commissions 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 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, without any further conditions.

Deferred Underwriting Commission. The Representative agrees that up to 3.50.83% of the gross proceeds from the sale of 36,000,000 of the Firm Units ($6,125,0003,000,000) and up to 3.5% of (including if the gross proceeds from the sale of the Over-Allotment Option Units (up is exercised in full; which amount may be reduced to $918,7501,500,000 in the event the amount held in the Trust Account following a successful consummation of a Business Combination is less than $100,000,000, after taking into account redemptions, including redemptions, in connection with the vote on the Business Combination) (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 as described in the Registration StatementCombination. In the event that the Company is unable to consummate a Business Combination and EquinitiContinental, 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 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. Any Deferred Underwriting Commissions 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 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, without any further conditions, as described herein.

Deferred Underwriting Commission. The Representative agrees that up to 3.5% of the gross proceeds from the sale of the Firm Units ($6,125,00014,700,000) and up to 3.5% of the gross proceeds from the sale of the Option Units (up to $918,7502,205,000) (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 Underwriters upon consummation of the Company’s initial Business Combination and payable as described in otherwise agreed to between the Registration StatementCompany and the Underwriters. In the event that the Company is unable to consummate a Business Combination and EquinitiCST, 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 Representative 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. Any Deferred Underwriting Commissions 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 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, without any further conditions.

Deferred Underwriting Commission. The Representative agrees that up to 3.5% of the gross proceeds from the sale of the Firm Units ($6,125,0004,550,000) and up to 3.5% of the gross proceeds from the sale of the Option Units (up to $918,750682,500) (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 as described in the Registration StatementCombination. In the event that the Company is unable to consummate a Business Combination and EquinitiContinental, 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 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. Any Deferred Underwriting Commissions amounts paid in deferred underwriting commissions 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 the 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, without any further conditions.