Common use of Representative’s Common Stock Clause in Contracts

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”.

Representative’s Common Stock. On [•]March 16, 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”.