Representative’s Common Stock Clause Samples

Representative’s Common Stock. The Company hereby agrees to issue to Maxim Partners LLC 50,000 Shares of Class A Common Stock (or 57,500 shares of Class A Common Stock if the Over-allotment Option is exercised in full, with proportional increase to the number of shares for partial exercise of the Over-allotment Option) (the “Issuance Shares”) upon the consummation of this Offering. Maxim Partners LLC has agreed not to transfer, assign or sell any such Issuance Shares until the completion of the initial Business Combination. In addition, Maxim Partners LLC has agreed (i) to waive its redemption rights with respect to such shares in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to such shares if the Company fails to complete the initial Business Combination within 21 months from the closing of the Offering. Maxim Partners LLC will not sell, transfer, assign, pledge or hypothecate the Issuance Shares, or cause the Issuance Shares to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Issuance Shares by any person, for a period of 180 days (pursuant to Rule 5110(e)(1) of the Conduct Rules of FINRA) following the Effective Date to anyone other than (i) Maxim or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of Maxim or of any such underwriter or selected dealer. On and after the 181st day following the Effective Date, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. The Public Securities and the Issuance Shares are hereinafter referred to collectively as the “Securities”.

Representative’s Common Stock. Upon the closing of the Offering, the Company shall issue to the Representative 100,000 shares of Common Stock, or up to 115,000 shares upon full exercise of the Over-allotment Option (the “Representative Shares”). The Representative has agreed not to transfer, assign or sell any such Representative Shares without prior consent of the Company until the completion of the initial Business Combination. In addition, the Representative has agreed (i) to waive its redemption rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to such shares if the Company fails to complete the initial Business Combination within 12 months (or up to 18 months, if applicable) from the closing of the Offering. The Representative will not sell, transfer, assign, pledge or hypothecate the Representative Shares, or cause the Representative Shares to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representative Shares by any person, for a period of 180 days (pursuant to Rule 5110(e)(1) of the Conduct Rules of the Financial Industry Regulatory Authority (“FINRA”)) following the Effective Date to anyone other than (i) the Representative or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such underwriter or selected dealer. On and after the 181st day following the Effective Date, transfers to others may be made subject to compliance with or exemptions from applicable securities laws.

Representative’s Common Stock. Upon the Closing of the Offering, the Company shall issue to Maxim 100,000 shares of Common Stock, or up to 115,000 shares upon full exercise of the Over-allotment Option (the “Representative Shares”). Maxim has agreed not to transfer, assign or sell any such Representative Shares without prior consent of the Company until the completion of the initial Business Combination. In addition, Maxim has agreed (i) to waive its redemption rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to such shares if the Company fails to complete the initial Business Combination within 12 months (or up to 18 months, if applicable) from the Closing of the Offering. Maxim will not sell, transfer, assign, pledge or hypothecate the Representative Shares, or cause the Representative Shares to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representative Shares by any person, for a period of 180 days (pursuant to Rule 5110(e)(1) of the Conduct Rules of FINRA) following the Effective Date to anyone other than (i) Maxim or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of Maxim or of any such underwriter or selected dealer. On and after the 181st day following the Effective Date, transfers to others may be made subject to compliance with or exemptions from applicable securities laws.

Representative’s Common Stock. On March 19, 2021, the Company issued to Kingswood an aggregate of 200,000 shares of the Company’s Class B Common Stock together with the additional shares to be issued to Kingswood and its designees upon exercise of the Over-Allotment Option (the “Representative Shares”). In addition, the Company agrees to issue up to 30,000 Representative Shares to Kingswood and its designees in proportion to the Option Units to be purchased by Kingswood upon exercise of the Over-Allotment Option on the Option Closing Date(s). Kingswood has agreed not to transfer, assign or sell any such Representative Shares without prior consent of the Company until the completion of the initial Business Combination. In addition, Kingswood has agreed (i) to waive its redemption rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to such shares if the Company fails to complete the initial Business Combination within 12 months (or up to 18 months, if applicable) from the closing of the Offering. Kingswood will not sell, transfer, assign, pledge or hypothecate the Representative Shares, or cause the Representative Shares to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representative Shares by any person, for a period of 180 days (pursuant to Rule 5110(e)(1) of the Conduct Rules of FINRA) following the Effective Date to anyone other than (i) Kingswood or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of Kingswood or of any such underwriter or selected dealer. On and after the 181st day following the Effective Date, transfers to others may be made subject to compliance with or exemptions from applicable securities laws.

Representative’s Common Stock. The Company agrees to issue to Chardan (and/or its designees) such number of shares of Common Stock equal to half of one percent (0.5%) of the number of Units sold (25,000 shares if the Over-allotment Option is not exercised, and up to 28,750 if the Over-allotment Option is exercised in full) (the “Representative’s Common Stock”). Delivery of the Representative’s Common Stock shall be made upon the consummation of the Offering. The Company shall deliver to the Representative (and/or its designees) upon the consummation of the Offering, certificates for the Representative’ Common Stock in the name or names and in such authorized denominations as the Representative may request. Pursuant to Rule 5110(e)(1) of FINRA’s Rules, the Representative’s Common Stock is subject to a lock-up for a period of one hundred eighty (180) days immediately following the Effective Date of the Registration Statement or the commencement of sales in the Offering, and, for a one year period (including the foregoing one hundred eighty (180) day period) following the Effective Date, may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities.

Representative’s Common Stock. On or prior to the Closing Date, the Company shall issue to Representative (or its designees) an aggregate of 120,000 shares of the Company’s Class A Common Stock (the “Representative Shares”). The holders of the Representative Shares shall agree not to transfer, assign or sell any such Representative Shares without prior consent of the Company until the completion of the initial Business Combination. In addition, the holders of the Representative Shares shall agree (i) to waive their redemption rights (or right to participate in any tender offer) with respect to such Representative Shares in connection with the completion of the initial Business Combination; (ii) waive their redemption rights with respect to any such Representative Shares held by them in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or certain amendments to the Company’s certificate of incorporation prior thereto or to redeem 100% of the Public Shares if the Company fails to complete the initial Business Combination within 18 months from the Closing Date or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity; and (iii) to waive their rights to liquidating distributions from the Trust Account with respect to such Representative Shares if the Company fails to complete the initial business combination within 18 months from the Closing Date. Representative will not sell, transfer, assign, pledge or hypothecate the Representative Shares, or cause the Representative Shares to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representative Shares by any person, for a period of 180 days (pursuant to Rule 5110(e)(1) of the Conduct Rules of FINRA) following the Effective Date to anyone other than (i) Representative or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of Representative or of any such underwriter or selected dealer. On and after the 181st day following the Effective Date, transfers to others may be made subject to compliance with or exemptions from applicable securities laws.

Representative’s Common Stock. On [•], 2021, the Company issued to Kingswood an aggregate of 100,000 shares of the Company’s Class B Common Stock (the “Representative Shares”). Kingswood has agreed not to transfer, assign or sell any such Representative Shares without prior consent of the Company until the completion of the initial Business Combination. In addition, Kingswood has agreed (i) to waive its redemption rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to such shares if the Company fails to complete the initial Business Combination within 12 months from the closing of the Offering. Kingswood will not sell, transfer, assign, pledge or hypothecate the Representative Shares, or cause the Representative Shares to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representative Shares by any person, for a period of 180 days (pursuant to Rule 5110(e)(1) of the Conduct Rules of FINRA) following the Effective Date to anyone other than (i) Kingswood or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of Kingswood or of any such underwriter or selected dealer. On and after the 181st day following the Effective Date, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. The Public Securities and the Representative Shares are hereinafter referred to collectively as the “Securities”.