Common use of Placement Units Clause in Contracts

Placement Units. Simultaneously with the consummation of the Offering, Koo Dom Investment LLC (the “Sponsor”) shall purchase from the Company pursuant to the Subscription Agreement (as defined in Section 2.25.2 hereof) an aggregate of 422,275 Units (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Private Placement”). The Placement Units, and the Class A Common Stock issuable upon exercise of the Placement Units are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Firm Units except that the Placement Units The placement units are identical to the units sold in this offering except that the Placement Units (a) will not be transferable, assignable or saleable until 30 days after the consummation of our Business Combination except to certain permitted transferees and (b) will be entitled to registration rights. Except as disclosed in the Registration Statement, there will be no placement agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securities. The Subscription Agreement shall state that the Sponsor has agreed (i) to waive its redemption rights with respect to the Placement Securities in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to the Placement Securities if the Company fails to complete the initial Business Combination within 12 months from the closing of the Offering (or up to 21 months from the closing of this Offering if the Company extends the period of time to consummate an initial Business Combination by the full amount of time).

Placement Units. Simultaneously with the consummation Closing, American Physicians, LLC, the sponsor of the Offering, Koo Dom Investment LLC Company (the “Sponsor”) and I-Bankers shall purchase from the Company pursuant to the Subscription Agreement (as defined in Section 2.25.2 2.24.2 hereof) an aggregate of 422,275 Units 479,000 units (the “Placement Units”) (of which 414,000 Placement Units will be purchased by the Sponsor and 65,000 Placement Units will be purchased by I-Bankers) at a purchase price of $10.00 per Placement Unit in a private placement (the “Private Placement”). The Placement Units, Units and the Class A Common Stock issuable upon exercise of securities underlying the Placement Units are hereinafter referred to collectively as the “Placement Securities.” Each The Placement Unit Units shall be identical to the Firm Units sold in the Offering except that the Placement Units The placement units are identical to the units sold warrants included in this offering except that the Placement Units shall be (ai) will not non-redeemable by the Company, and (ii) may be transferableexercised for cash or on a cashless basis, assignable in each case so long as the warrants continue to be held by the initial purchasers of the Placement Units or saleable until 30 days after the consummation of our Business Combination except to certain their permitted transferees and (b) will be entitled to registration rights. Except as disclosed described in the Registration Statement, there Subscription Agreement and the Warrant Agreement (as defined in Section 2.22 hereof)). There will be no placement agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securities. The Subscription Agreement shall state that I-Bankers agrees not to transfer, assign or sell any of the Sponsor has agreed (i) Placement Securities and agrees to waive its redemption and liquidation rights with respect to such the Placement Securities pursuant to the terms set forth in connection with the completion that certain Unit Subscription Agreement dated as of the initial Business Combination and date hereof. Additionally, I-Bankers agrees that it will not: (a) sell, transfer, assign, pledge or hypothecate the Placement Securities for a period of 180 days following the Effective Date to anyone other than: (i) an underwriter or a selected dealer participating in the Offering, or (ii) to waive its rights to liquidating distributions from an officer, partner, registered person, or affiliate of the trust account Representative or of any such underwriter or selected dealer, in each case in accordance with respect to FINRA Conduct Rule 5110(e)(1), or (b) cause the Placement Securities if to be the Company fails to complete subject of any hedging, short sale, derivative, put or call transaction, for a period of 180 days following the initial Business Combination within 12 months from Effective Date, that would result in the closing effective economic disposition of the Offering (or up to 21 months from the closing of this Offering if the Company extends the period of time to consummate an initial Business Combination by the full amount of timePlacement Securities, except as provided for in FINRA Rule 5110(3)(2).

Placement Units. Simultaneously with the consummation of Closing Date, the Offering, Koo Dom Investment LLC Sponsor (the “Sponsor”and/or their designees) shall will purchase from the Company pursuant to the a Securities Subscription Agreement (as defined in Section 2.25.2 hereofbelow) an aggregate of 422,275 325,000 private units of the Company, which are identical to the Firm Units (the “Placement Units”) subject to certain exceptions at a purchase price of $10.00 per unit (the “Initial Placement Unit Units”) in a private placement (the “Initial Unit Private Placement”), intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Initial Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company additional units on a pro rata basis (up to a maximum of 24,750 private units at a price of $10.00 per unit) (the “Additional Placement Units”) with the amount of the Over-allotment Option exercised so that at least $10.15 per share sold to the public in this Offering is held in trust regardless of whether the Over-allotment Option is exercised in full or part. The Additional Placement Units are identical to the Firm Units subject to certain exceptions and will be sold in a private placement (the “Additional Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Initial Placement Units and the Additional Placement Units are hereinafter referred to collectively as the “Placement Units”. The Initial Unit Private Placement and the Additional Unit Private Placement are hereinafter referred to collectively as the “Unit Private Placement”. The Placement Units, the ordinary shares, the warrants, and the Class A Common Stock rights underlying the Placement Units, and the ordinary shares issuable upon exercise of the underlying warrants and rights are hereinafter referred to collectively as the “Placement Securities”. None of the Placement Securities may be sold, assigned or transferred by the Sponsor or its transferees until 30 days after the consummation of a Business Combination. The purchase price for the Placement Units to be paid by the Sponsor has been delivered to AST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The Public Securities, the Insider Shares and the Placement Units are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Firm Units except that the Placement Units The placement units are identical to the units sold in this offering except that the Placement Units (a) will not be transferable, assignable or saleable until 30 days after the consummation of our Business Combination except to certain permitted transferees and (b) will be entitled to registration rights. Except as disclosed in the Registration Statement, there will be no placement agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securities. The Subscription Agreement shall state that the Sponsor has agreed (i) to waive its redemption rights with respect to the Placement Securities in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to the Placement Securities if the Company fails to complete the initial Business Combination within 12 months from the closing of the Offering (or up to 21 months from the closing of this Offering if the Company extends the period of time to consummate an initial Business Combination by the full amount of time).”

Placement Units. Simultaneously with the consummation of the Offering, Koo Dom Investment LLC Canna-Global LLC, a Delaware limited liability company (the “Sponsor”) shall purchase from the Company pursuant to the Subscription Agreement (as defined in Section 2.25.2 hereof) an aggregate of 422,275 712,500 Units (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Private Placement”). The Placement Units, and the Class A Common Stock issuable upon exercise of and the Warrants included in the Placement Units Units, and the Class A Common Stock underlying the Warrants included in the Placement Units, are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Firm Units Units, except that the Placement Units The placement units are identical to the units sold in this offering except that the Placement Units (a) will not be transferable, assignable or saleable until 30 days after the consummation of our Business Combination except to certain permitted transferees and (b) will be entitled to registration rights. Except as disclosed described in the Registration Statement, there . There will be no placement agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securities. The Subscription Agreement shall state that the Sponsor has agreed (i) to waive its redemption rights with respect to the Placement Securities in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to the Placement Securities if the Company fails to complete the initial Business Combination within 12 months from the closing of the Offering (or up to 21 18 months from the closing of this Offering if the Company extends the period of time to consummate an initial Business Combination by the full amount of time).

Placement Units. Simultaneously with the consummation of the Offering, Koo Dom Investment LLC A SPAC III (Holdings) Corp. (the “Sponsor”) shall purchase from the Company pursuant to the Subscription Agreement (as defined in Section 2.25.2 hereof) an aggregate of 422,275 280,000 Units (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Private Placement”). The Placement Units, and the Class A Common Stock issuable upon exercise of Ordinary Shares and Rights underlying the Placement Units (including the Class A Ordinary Shares underlying such Rights) are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Firm Units Units, except that none of the Placement Units The placement units are identical to Securities may be sold, assigned or transferred by the units sold in this offering except that Sponsor until the Placement Units (a) will not be transferable, assignable or saleable until 30 days after the consummation completion of our Business Combination except to certain permitted transferees and (b) will be entitled to registration rightsinitial business combination. Except as disclosed in the Registration Statement, there will be no placement agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securities. The Subscription Agreement shall state that the Sponsor has agreed (i) to waive its redemption rights with respect to the Placement Securities in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the trust account Trust Account with respect to the Placement Securities if the Company fails to complete the initial Business Combination within 12 months from the closing of the Offering (or up to 21 18 months from the closing of this Offering if the Company extends the period of time to consummate an initial Business Combination by the full amount of time).

Placement Units. Simultaneously with the consummation of the Offering, Koo Dom Investment LLC Winky Investments Limited (the “Sponsor”) shall purchase from the Company pursuant to the Subscription Agreement (as defined in Section 2.25.2 hereof) an aggregate of 422,275 232,500 Units (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Private Placement”). The Placement Units, Units and the Class A Common Stock issuable upon exercise of Ordinary Shares and Rights underlying the Placement Units are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Firm Units Units, except that the Placement Units The placement units are identical shall be non-redeemable by the Company so long as the Units continue to be held by the units sold in this offering except that initial purchasers of the Placement Units (a) will not be transferable, assignable or saleable until 30 days after the consummation of our Business Combination except to certain their permitted transferees (as described in the Subscription Agreement and the Rights Agreement (b) will be entitled to registration rightsas defined in Section 2.27 hereof)). Except as disclosed in the Registration Statement, there will be no placement agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securities. The Subscription Agreement shall state that the Sponsor has agreed (i) to waive its redemption rights with respect to the Placement Securities in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to the Placement Securities if the Company fails to complete the initial Business Combination within 12 months from the closing of the Offering (or up to 21 18 months from the closing of this Offering if the Company extends the period of time to consummate an initial Business Combination by the full amount of time).

Placement Units. Simultaneously with the consummation of the Offering, Koo Dom Investment LLC A SPAC III (Holdings) Corp. (the “Sponsor”) shall purchase from the Company pursuant to the Subscription Agreement (as defined in Section 2.25.2 hereof) an aggregate of 422,275 280,000 Units (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Private Placement”). The Placement Units, Units and the Class A Common Stock issuable upon exercise of Ordinary Shares and Rights underlying the Placement Units are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Firm Units Units, except that the Placement Units The placement units are identical shall be non-redeemable by the Company so long as the Units continue to be held by the units sold in this offering except that initial purchasers of the Placement Units (a) will not be transferable, assignable or saleable until 30 days after the consummation of our Business Combination except to certain their permitted transferees (as described in the Subscription Agreement and the Rights Agreement (b) will be entitled to registration rightsas defined in Section 2.27 hereof)). Except as disclosed in the Registration Statement, there will be no placement agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securities. The Subscription Agreement shall state that the Sponsor has agreed (i) to waive its redemption rights with respect to the Placement Securities in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to the Placement Securities if the Company fails to complete the initial Business Combination within 12 months from the closing of the Offering (or up to 21 18 months from the closing of this Offering if the Company extends the period of time to consummate an initial Business Combination by the full amount of time).

Placement Units. Simultaneously with the consummation of Closing Date, the Offering, Koo Dom Investment LLC Sponsor (the “Sponsor”and/or its designees) shall purchase from the Company pursuant to the Subscription Agreement (as defined in Section 2.25.2 hereof) an aggregate of 422,275 Units 232,500 private placement units (up to 249,375 if the over-allotment is exercised in full) (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Private Placement”). Each Placement Unit will include one Ordinary Share, one half of one whole right and one redeemable warrant (the “Placement Warrant”). Each Placement Warrant entitles the holder thereof to purchase one Ordinary Shares at a price of $11.50 per full share during the period commencing on the later of (a) 30 days after the completion of an initial Business Combination, and (b) 12 months from the Effective Date, and terminating on the five year anniversary of the closing of a Business Combination. The Placement Units, the Ordinary Shares included in the Placement Units, the Placement Warrants, and the Class A Common Stock Ordinary Shares issuable upon exercise of the Placement Units Warrants are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Firm Units except that the Placement Units The placement units are identical to the units sold in this offering except that the Placement Units (a) will not be transferable, assignable or saleable until 30 days after the consummation of our Business Combination except to certain permitted transferees and (b) will be entitled to registration rights. Except as disclosed in the Registration Statement, there will be no placement agent in the Private Placement and no party shall be entitled to a placement fee fee, underwriting discounts, commissions or expense allowance from the sale of the Placement Securities. The Subscription Agreement shall state that the Sponsor (and/or its designees) has agreed (i) to waive its redemption rights with respect to the Placement Securities in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to the Placement Securities if the Company fails to complete the initial Business Combination within 12 months from the closing of the Offering (or up to 21 18 months from the closing of this Offering if the Company extends the period of time to consummate an initial Business Combination by the full amount of time). Except in limited circumstances, none of the Placement Securities may be sold, assigned or transferred by the Sponsor (and/or its designees) or their respective transferees until 30 days after consummation of the Business Combination.

Placement Units. Simultaneously with the consummation of the Offering, Koo Dom Investment LLC BEST SPAC I (Holdings) Corp. (the “Sponsor”) shall purchase from the Company pursuant to the Subscription Agreement (as defined in Section 2.25.2 hereof) an aggregate of 422,275 277,000 Units (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Private Placement”). The Placement Units, and the Class A Common Stock issuable upon exercise of Ordinary Shares and Rights underlying the Placement Units (including the Class A Ordinary Shares underlying such Rights) are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Firm Units Units, except that none of the Placement Units The placement units are identical to Securities may be sold, assigned or transferred by the units sold in this offering except that Sponsor until the Placement Units (a) will not be transferable, assignable or saleable until 30 days after the consummation completion of our Business Combination except to certain permitted transferees and (b) will be entitled to registration rightsinitial business combination. Except as disclosed in the Registration Statement, there will be no placement agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securities. The Subscription Agreement shall state that the Sponsor has agreed (i) to waive its redemption rights with respect to the Placement Securities in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the trust account Trust Account with respect to the Placement Securities if the Company fails to complete the initial Business Combination within 12 months from the closing of the Offering (or up to 21 18 months from the closing of this Offering if the Company extends the period of time to consummate an initial Business Combination by the full amount of time).

Placement Units. Simultaneously with the consummation of the Offering, Koo Dom Investment LLC First Euro Investments Limited Company (the “Sponsor”) shall purchase from the Company pursuant to the Subscription Agreement (as defined in Section 2.25.2 hereof) an aggregate of 422,275 270,000 Units (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Private Placement”). The Placement Units, and the Class A Common Stock Ordinary Shares, the Rights, and the Warrants including in the Placement Units, and the Class A Ordinary Shares underlying the Warrants and issuable upon exercise conversion of the Rights included in the Placement Units are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Firm Units Units, except that the Placement Units The placement units are identical to the units sold Warrants included in this offering except that the Placement Units (a) will not shall be transferable, assignable non-redeemable by the Company so long as the Warrants continue to be held by the initial purchasers of the Warrants or saleable until 30 days after the consummation of our Business Combination except to certain their permitted transferees (as described in the Subscription Agreement and the Warrant Agreement (b) will be entitled to registration rightsas defined in Section 2.24 hereof)). Except as disclosed in the Registration Statement, there will be no placement agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securities. The Subscription Agreement shall state that the Sponsor has agreed (i) to waive its redemption rights with respect to the Placement Securities in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to the Placement Securities if the Company fails to complete the initial Business Combination within 12 months from the closing of the Offering (or up to 21 18 months from the closing of this Offering if the Company extends the period of time to consummate an initial Business Combination by the full amount of time).

Placement Units. Simultaneously with the consummation of the Offering, Koo Dom Investment Toprun Smart Management LLC (the “Sponsor”) shall purchase from the Company pursuant to the Subscription Agreement (as defined in Section 2.25.2 hereof) an aggregate of 422,275 Units 450,000 units (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Private Placement”). The Placement Units, the shares of Common Stock and Warrants included in the Placement Units and the Class A Common Stock issuable upon exercise of the Warrants included in the Placement Units are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Firm Units except that the Placement Units The placement units are identical to the units sold in this offering except that the Placement Units (a) will not be transferable, assignable or saleable until 30 days after the consummation of our Business Combination except to certain permitted transferees and (b) will be entitled to registration rights. Except as disclosed in the Registration Statement, there There will be no placement agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securities. The Private Placement is intended to be exempt from registration under the Act, pursuant to Section 4(a)(2) thereunder. The Placement Units are identical to the Units except as described in the Registration Statement. The Subscription Agreement shall state that the Sponsor has agreed (i) to waive its redemption rights with respect to the Placement Securities in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to the Placement Securities if the Company fails to complete the initial Business Combination within 12 months from the closing of the Offering (or up to 21 18 months from the closing of this Offering if the Company extends the period of time to consummate an initial Business Combination by the full amount of time).

Placement Units. Simultaneously with the consummation of the OfferingClosing, Koo Dom Investment Bright Vision Sponsor LLC (the “Sponsor”) shall purchase from the Company pursuant to the Subscription Agreement (as defined in Section 2.25.2 2.24.2 hereof) an aggregate of 422,275 Units 350,000 units (the “Placement Units”) and I-Bankers shall purchase from the Company pursuant to the Subscription Agreement an aggregate of 90,000 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement exempt from registration under the Act (the “Private Placement”). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Subscription Agreement, up to an additional 45,000 Placement Units at a purchase price of $10.00 per Placement Unit in a Private Placement. The Placement Units, Units and the Class A Common Stock issuable upon exercise of and Rights underlying the Placement Units are hereinafter referred to collectively as the “Placement Securities.” Each The Placement Unit Units shall be identical to the Firm Units sold in the Offering except that none of the Placement Units The placement units are identical to Securities may be sold, assigned or transferred by the units sold in this offering except that the Placement Units Sponsor, I-Bankers or their permitted transferees until thirty (a30) will not be transferable, assignable or saleable until 30 days after the consummation of our the Company’s initial Business Combination except to certain permitted transferees and (b) will be entitled to registration rightsCombination. Except as disclosed in the Registration Statement, there There will be no placement agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securities. The Subscription Agreement shall state that the Sponsor has agreed (i) to waive its redemption rights with respect to the Placement Securities in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to the Placement Securities if the Company fails to complete the initial Business Combination within 12 months from the closing of the Offering (or up to 21 months from the closing of this Offering if the Company extends the period of time to consummate an initial Business Combination by the full amount of time).

Placement Units. Simultaneously with the consummation of Closing Date, the Offering, Koo Dom Investment LLC Sponsor (the “Sponsor”and/or their designees) shall will purchase from the Company pursuant to the Subscription a Sponsor Unit Purchase Agreement (as defined in Section 2.25.2 hereofbelow) an aggregate of 422,275 275,000 private units of the Company, which are identical to the Firm Units (the “Placement Units”) subject to certain exceptions at a purchase price of $10.00 per unit (the “Initial Placement Unit Units”) in a private placement (the “Initial Unit Private Placement”), intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Initial Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company additional units on a pro rata basis (up to a maximum of 15,000 private units at a price of $10.00 per unit) (the “Additional Placement Units”) with the amount of the Over-allotment Option exercised so that at least $10.00 per share sold to the public in this Offering is held in trust regardless of whether the Over-allotment Option is exercised in full or part. The Additional Placement Units are identical to the Firm Units subject to certain exceptions and will be sold in a private placement (the “Additional Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Initial Placement Units and the Additional Placement Units are hereinafter referred to collectively as the “Placement Units”. The Initial Unit Private Placement and the Additional Unit Private Placement are hereinafter referred to collectively as the “Unit Private Placement”. The Placement Units, the ordinary shares and warrants underlying the Placement Units, and the Class A Common Stock ordinary shares issuable upon exercise of the underlying warrants are hereinafter referred to collectively as the “Placement Securities”. None of the Placement Securities may be sold, assigned or transferred by the Sponsor or its transferees until 30 days after the consummation of a Business Combination. The purchase price for the Placement Units to be paid by the Sponsor has been delivered to AST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The Public Securities, the Insider Shares and the Placement Units are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Firm Units except that the Placement Units The placement units are identical to the units sold in this offering except that the Placement Units (a) will not be transferable, assignable or saleable until 30 days after the consummation of our Business Combination except to certain permitted transferees and (b) will be entitled to registration rights. Except as disclosed in the Registration Statement, there will be no placement agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securities. The Subscription Agreement shall state that the Sponsor has agreed (i) to waive its redemption rights with respect to the Placement Securities in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to the Placement Securities if the Company fails to complete the initial Business Combination within 12 months from the closing of the Offering (or up to 21 months from the closing of this Offering if the Company extends the period of time to consummate an initial Business Combination by the full amount of time).”

Placement Units. Simultaneously with the consummation of the OfferingClosing, Koo Dom Investment Bright Vision Sponsor LLC (the “Sponsor”) shall purchase from the Company pursuant to the Subscription Agreement (as defined in Section 2.25.2 2.24.2 hereof) an aggregate of 422,275 Units 380,000 units (the “Placement Units”) and I-Bankers shall purchase from the Company pursuant to the Subscription Agreement an aggregate of 90,000 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement exempt from registration under the Act (the “Private Placement”). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Subscription Agreement, up to an additional 26,500 Placement Units and I-Bankers shall purchase from the Company pursuant to the Subscription Agreement an aggregate of 23,000 Placement Units at a purchase price of $10.00 per Placement Unit in a Private Placement. The Placement Units, Units and the Class A Common Stock issuable upon exercise of and Rights underlying the Placement Units are hereinafter referred to collectively as the “Placement Securities.” Each The Placement Unit Units shall be identical to the Firm Units sold in the Offering except that none of the Placement Units The placement units are identical to Securities may be sold, assigned or transferred by the units sold in this offering except that the Placement Units Sponsor, I-Bankers or their permitted transferees until thirty (a30) will not be transferable, assignable or saleable until 30 days after the consummation of our the Company’s initial Business Combination except to certain permitted transferees and (b) will be entitled to registration rightsCombination. Except as disclosed in the Registration Statement, there There will be no placement agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securities. The Subscription Agreement shall state that the Sponsor has agreed (i) to waive its redemption rights with respect to the Placement Securities in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to the Placement Securities if the Company fails to complete the initial Business Combination within 12 months from the closing of the Offering (or up to 21 months from the closing of this Offering if the Company extends the period of time to consummate an initial Business Combination by the full amount of time).

Placement Units. Simultaneously with the consummation of the Offering, Koo Dom Investment LLC Canna-Global LLC, a Delaware limited liability company (the “Sponsor”) shall purchase from the Company pursuant to the Subscription Agreement (as defined in Section 2.25.2 hereof) an aggregate of 422,275 612,500 Units (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Private Placement”). The Placement Units, and the Class A Common Stock issuable upon exercise of and the Warrants included in the Placement Units Units, and the Class A Common Stock underlying the Warrants included in the Placement Units, are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Firm Units Units, except that the Placement Units The placement units are identical to the units sold in this offering except that the Placement Units (a) will not be transferable, assignable or saleable until 30 days after the consummation of our Business Combination except to certain permitted transferees and (b) will be entitled to registration rights. Except as disclosed described in the Registration Statement, there . There will be no placement agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securities. The Subscription Agreement shall state that the Sponsor has agreed (i) to waive its redemption rights with respect to the Placement Securities in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to the Placement Securities if the Company fails to complete the initial Business Combination within 12 months from the closing of the Offering (or up to 21 18 months from the closing of this Offering if the Company extends the period of time to consummate an initial Business Combination by the full amount of time).

Placement Units. Simultaneously with the consummation of the Offering, Koo Dom Investment Liberty Fields, LLC (the “Sponsor”) shall purchase from the Company pursuant to the Subscription Agreement (as defined in Section 2.25.2 hereof) an aggregate of 422,275 427,775 units of the Company, which units are identical to the Firm Units subject to certain exceptions (the “Placement Units”) ), at a purchase price of $10.00 per Placement Unit in a private placement (the “Private Placement”), intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). The Placement Units, the shares of Class A Common Stock (the “Placement Shares”) and Warrants (the “Placement Warrants”) underlying the Placement Units, and the Class A shares of Common Stock issuable upon exercise of the Placement Units Warrants are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Firm Units except that the Placement Units The placement units are identical to the units sold in this offering except that the Placement Units (a) will not be transferable, assignable or saleable until 30 days after the consummation of our Business Combination except to certain permitted transferees and (b) will be entitled to registration rights. Except as disclosed in the Registration Statement, there will be no placement agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securities. The Subscription Agreement shall state that the Sponsor has agreed (i) to waive its redemption rights with respect to the Placement Securities in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to the Placement Securities if the Company fails to complete the initial Business Combination within 12 months from the closing of the Offering (or 15 months or up to 21 months from the closing of this Offering if the Company extends the period of time chooses to consummate an initial Business Combination by the full amount of timeextend such period, as described in more detail in this Prospectus).

Placement Units. Simultaneously with the consummation of the Offering, Koo Dom Investment Liberty Fields, LLC (the “Sponsor”) shall purchase from the Company pursuant to the Subscription Agreement (as defined in Section 2.25.2 hereof) an aggregate of 422,275 477,775 units of the Company, which units are identical to the Firm Units subject to certain exceptions (the “Placement Units”) ), at a purchase price of $10.00 per Placement Unit in a private placement (the “Private Placement”), intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). The Placement Units, the shares of Class A Common Stock (the “Placement Shares”) and Warrants (the “Placement Warrants”) underlying the Placement Units, and the Class A shares of Common Stock issuable upon exercise of the Placement Units Warrants are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Firm Units except that the Placement Units The placement units are identical to the units sold in this offering except that the Placement Units (a) will not be transferable, assignable or saleable until 30 days after the consummation of our Business Combination except to certain permitted transferees and (b) will be entitled to registration rights. Except as disclosed in the Registration Statement, there will be no placement agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securities. The Subscription Agreement shall state that the Sponsor has agreed (i) to waive its redemption rights with respect to the Placement Securities in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to the Placement Securities if the Company fails to complete the initial Business Combination within 12 months from the closing of the Offering (or 15 months or up to 21 months from the closing of this Offering if the Company extends the period of time chooses to consummate an initial Business Combination by the full amount of timeextend such period, as described in more detail in this Prospectus).

Placement Units. Simultaneously with the consummation of the Offering, Koo Dom Investment Toprun Smart Management LLC (the “Sponsor”) shall purchase from the Company pursuant to the Subscription Agreement (as defined in Section 2.25.2 hereof) an aggregate of 422,275 Units 587,500 units (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Private Placement”). The Placement Units, the shares of Common Stock and Warrants included in the Placement Units and the Class A Common Stock issuable upon exercise of the Warrants included in the Placement Units are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Firm Units except that the Placement Units The placement units are identical to the units sold in this offering except that the Placement Units (a) will not be transferable, assignable or saleable until 30 days after the consummation of our Business Combination except to certain permitted transferees and (b) will be entitled to registration rights. Except as disclosed in the Registration Statement, there There will be no placement agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securities. The Private Placement is intended to be exempt from registration under the Act, pursuant to Section 4(a)(2) thereunder. The Placement Units are identical to the Units except as described in the Registration Statement. The Subscription Agreement shall state that the Sponsor has agreed (i) to waive its redemption rights with respect to the Placement Securities in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to the Placement Securities if the Company fails to complete the initial Business Combination within 12 months from the closing of the Offering (or up to 21 18 months from the closing of this Offering if the Company extends the period of time to consummate an initial Business Combination by the full amount of time).

Placement Units. Simultaneously with the consummation of the Offering, Koo Dom Investment LLC First Euro Investments Limited Company (the “Sponsor”) shall purchase from the Company pursuant to the Subscription Agreement (as defined in Section 2.25.2 hereof) an aggregate of 422,275 220,000 Units (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Private Placement”). The Placement Units, and the Class A Common Stock Ordinary Shares, the Rights, and the Warrants including in the Placement Units, and the Class A Ordinary Shares underlying the Warrants and issuable upon exercise conversion of the Rights included in the Placement Units are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Firm Units Units, except that the Placement Units The placement units are identical to the units sold Warrants included in this offering except that the Placement Units (a) will not shall be transferable, assignable non-redeemable by the Company so long as the Warrants continue to be held by the initial purchasers of the Warrants or saleable until 30 days after the consummation of our Business Combination except to certain their permitted transferees (as described in the Subscription Agreement and the Warrant Agreement (b) will be entitled to registration rightsas defined in Section 2.24 hereof)). Except as disclosed in the Registration Statement, there will be no placement agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securities. The Subscription Agreement shall state that the Sponsor has agreed (i) to waive its redemption rights with respect to the Placement Securities in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to the Placement Securities if the Company fails to complete the initial Business Combination within 12 18 months from the closing of the Offering (or up to 21 24 months from the closing of this Offering if the Company extends the period of time to consummate an initial Business Combination by the full amount of time).

Placement Units. Simultaneously with the consummation of the Offering, Koo Dom Investment Liberty Fields, LLC (the “Sponsor”) shall purchase from the Company pursuant to the Subscription Agreement (as defined in Section 2.25.2 2.25(b) hereof) an aggregate of 422,275 477,775 units of the Company, which units are identical to the Firm Units subject to certain exceptions (the “Placement Units”) ), at a purchase price of $10.00 per Placement Unit in a private placement (the “Private Placement”), intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1(a) below). The Placement Units, the shares of Class A Common Stock (the “Placement Shares”) and Warrants (the “Placement Warrants”) underlying the Placement Units, and the Class A shares of Common Stock issuable upon exercise of the Placement Units Warrants are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Firm Units except that the Placement Units The placement units are identical to the units sold in this offering except that the Placement Units (a) will not be transferable, assignable or saleable until 30 days after the consummation of our Business Combination except to certain permitted transferees and (b) will be entitled to registration rights. Except as disclosed in the Registration Statement, there will be no placement agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securities. The Subscription Agreement shall state that the Sponsor has agreed (i) to waive its redemption rights with respect to the Placement Securities in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to the Placement Securities if the Company fails to complete the initial Business Combination within 12 twelve (12) months from the closing of the Offering (or fifteen (15) months or up to 21 twenty-one (21) months from the closing of this Offering if the Company extends the period of time chooses to consummate an initial Business Combination by the full amount of timeextend such period, as described in more detail in this Prospectus).