Common use of Placement Units Clause in Contracts

Placement Units. Simultaneously with the consummation of the Offering, the Sponsor shall purchase from the Company pursuant to the Subscription Agreement (as defined in Section 2.25.2 hereof) an aggregate of 370,000 Units (or 406,000 Units if the underwriters’ over-allotment option is exercised in full) (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Private Placement”). The Placement Units, the Ordinary Shares and the Rights, included in the Placement Units, and the Ordinary Shares underlying the Rights and issuable upon 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 Units, except that the Rights included in the Placement Units shall be non-redeemable by the Company so long as the Rights continue to be held by the initial purchasers of the Rights or their permitted transferees (as described in the Subscription Agreement and the Rights Agreement (as 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.

Placement Units. Simultaneously with the consummation of the Offering, Goldenstone Holding, LLC (the Sponsor “Sponsor”) shall purchase from the Company pursuant to the Subscription Agreement (as defined in Section 2.25.2 hereof) an aggregate of 370,000 325,000 Units (or 406,000 Units if the underwriters’ over-allotment option is exercised in full) (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Private Placement”). The Placement Units, the Ordinary Shares Units and the RightsCommon Stock, Warrants included in the Placement UnitsUnits (the “Placement Warrants”), and the Ordinary Shares underlying the Rights and issuable upon conversion of the Rights included in the Placement Units (the “Placement Rights”) are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Units, Firm Units except that the Rights included in the Placement Units Warrants shall be non-redeemable by the Company and may be exercised on a cashless basis so long as the Rights Placement Warrants continue to be held by the initial purchasers of the Rights Placement Units or their permitted transferees (as described in the Subscription Agreement and the Rights Warrant Agreement (as defined in Section 2.27 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.

Placement Units. Simultaneously with the consummation Closing, 8i Enterprises Pte Ltd (“8i Pte”), an affiliate of the Offering8i Holdings Limited, the Sponsor shall purchase from the Company Company, pursuant to the Subscription Agreement Agreements (as defined in Section 2.25.2 2.24.2 hereof) an aggregate of 370,000 Units (or 406,000 Units if the underwriters’ over-allotment option is exercised in full) 221,250 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 Ordinary Shares and the RightsShares, included in the Placement Units, and the Ordinary Shares underlying the Rights and issuable upon conversion of the Rights included in the Placement Units (the “Placement Rights”), the Warrants included in the Placement Units (the “Placement Warrants”) and the Ordinary Shares underlying the Placement Rights and the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Units, Units sold in the Offering except that the Rights included in the Placement Units Warrants shall be non-redeemable by the Company and may be exercised for cash or on a cashless basis, as described in the Prospectus, in each case so long as the Rights Placement Warrants continue to be held by the initial purchasers of the Rights Placement Warrants or their permitted transferees (as described in the Subscription Agreement and the Rights Warrant Agreement (as defined in Section 2.27 2.22 hereof)). 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.

Placement Units. Simultaneously with the consummation of the OfferingClosing, the Sponsor Initial Shareholder (as hereinafter defined) and Chardan shall purchase from the Company Company, pursuant to the Subscription Agreement Agreements (as defined in Section 2.25.2 2.24.2 hereof) an aggregate of 370,000 Units (or 406,000 Units if the underwriters’ over-allotment option is exercised in full) 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, the Ordinary Shares and the RightsShares, included in the Placement Units, and the Ordinary Shares underlying the Rights and issuable upon conversion of the Rights included in the Placement Units (the “Placement Rights”) and the Warrants included in the Placement Units (the “Placement Warrants”) and the Ordinary Shares underlying the Placement Rights and the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Units, Units sold in the Offering except that the Rights included in the Placement Units Warrants shall be non-redeemable by the Company so long as the Rights Placement Warrants continue to be held by the initial purchasers of the Rights Placement Warrants or their permitted transferees (as described in the Subscription Agreement Insider Letter (as defined in Section 2.24.1 hereof) and the Rights Warrant Agreement (as defined in Section 2.27 2.22 hereof)). 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.

Placement Units. Simultaneously with the consummation of the Offering, Cross Wealth Investment Holding Limited (the Sponsor “Sponsor”) shall purchase from the Company pursuant to the Subscription Agreement (as defined in Section 2.25.2 hereof) an aggregate of 370,000 350,000 Units (or 406,000 Units if the underwriters’ over-allotment option is exercised in full) (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 Ordinary Shares and the RightsShares, Warrants included in the Placement UnitsUnits (the “Placement Warrants”), and the Ordinary Shares underlying the Rights and issuable upon conversion of the Rights included in the Placement Units (the “Placement Rights”) are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Units, Firm Units except that the Rights included in the Placement Units Warrants shall be non-redeemable by the Company and may be exercised on a cashless basis so long as the Rights Placement Warrants continue to be held by the initial purchasers of the Rights Placement Units or their permitted transferees (as described in the Subscription Agreement and the Rights Warrant Agreement (as defined in Section 2.27 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.

Placement Units. Simultaneously with the consummation of Closing, Yotta Investments LLC (the Offering, the Sponsor “Sponsor”) shall purchase from the Company Company, pursuant to the Subscription Agreement (as defined in Section 2.25.2 hereof) a written purchase agreement an aggregate of 370,000 Units (or 406,000 Units if the underwriters’ over-allotment option is exercised in full) 313,500 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 Ordinary Shares and the Rights, shares of Common Stock included in the Placement Units, and the Ordinary Shares Warrants included in the Placement Units (the “Placement Warrants”), the shares of Common Stock underlying the Rights and issuable upon conversion of Placement Warrants, the Rights included in the Placement Units (the “Placement Rights”), and the shares of Common Stock underlying the Placement Rights are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the UnitsUnits sold in the Offering, except that the Rights included in the Placement Units shall be non-redeemable by the Company so long as the Rights continue to be held by the initial purchasers of the Rights or their permitted transferees (as described in the Subscription Agreement and the Rights Agreement (as defined in Section 2.27 hereof))Prospectus. Except as disclosed in the Registration StatementProspectus, 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.

Placement Units. Simultaneously with the consummation of the Offering, the Sponsor shall purchase from the Company pursuant to the Subscription Agreement (as defined in Section 2.25.2 hereof) an aggregate of 370,000 355,000 Units (or 406,000 391,000 Units if the underwriters’ over-allotment option is exercised in full) (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Private Placement”). The Placement Units, the Ordinary Shares and the Rights, included in the Placement Units, and the Ordinary Shares underlying the Rights and issuable upon 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 Units, except that the Rights included in the Placement Units shall be non-redeemable by the Company so long as the Rights continue to be held by the initial purchasers of the Rights or their permitted transferees (as described in the Subscription Agreement and the Rights Agreement (as 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 Sponsors have 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.

Placement Units. Simultaneously with the consummation of the OfferingClosing, the Sponsor Content Creation Media LLC (“Sponsor”) shall purchase from the Company Company, pursuant to the Subscription Agreement (as defined in Section 2.25.2 2.22.2 hereof) an aggregate of 370,000 Units (or 406,000 Units if the underwriters’ over-allotment option is exercised in full) 714,400 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 Ordinary Shares and the Rights, Common Stock included in the Placement Units, and the Ordinary Shares underlying the Rights and issuable upon conversion of the Rights included in the Placement Units (the “Placement Rights”), the Warrants included in the Placement Units (the “Placement Warrants”), the Common Stock issuable upon conversion of the Placement Rights and the Common Stock issuable upon exercise of the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the UnitsUnits sold in the Offering, except that the Rights included in the Placement Units shall be non-redeemable by the Company so long as the Rights continue to be held by the initial purchasers of the Rights or their permitted transferees (as described in the Subscription Agreement and the Rights Agreement (as defined in Section 2.27 hereof))Prospectus. 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.

Placement Units. Simultaneously with the consummation of the Offering, AGBA Holding Limited (the Sponsor “Sponsor”) shall purchase from the Company pursuant to the Subscription Agreement (as defined in Section 2.25.2 2.26.2 hereof) an aggregate of 370,000 Units (or 406,000 Units if the underwriters’ over-allotment option is exercised in full) 210,000 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 Ordinary Shares and the RightsShares, included in the Placement Units, and the Ordinary Shares underlying the Rights and issuable upon conversion of the Rights included in the Placement Units (the “Placement Rights”) and the Warrants included in the Placement Units (the “Placement Warrants”) and the Ordinary Shares underlying the Placement Rights and the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Units, Units sold in the Offering except that the Rights included in the Placement Units Warrants shall be non-redeemable by the Company so long as the Rights Placement Warrants continue to be held by the initial purchasers of the Rights Placement Warrants or their permitted transferees (as described in the Subscription Agreement and the Rights Warrant Agreement (as defined in Section 2.27 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.

Placement Units. Simultaneously with the consummation of Closing, Alphamade Holding LP (“Alphamade” or the Offering, the Sponsor “Sponsor”) shall purchase from the Company Company, pursuant to the Subscription Agreement Agreements (as defined in Section 2.25.2 2.24.2 hereof) an aggregate of 370,000 Units (or 406,000 Units if the underwriters’ over-allotment option is exercised in full) 370,500 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 Ordinary Shares and the Rights, included in the Placement Units, and the Ordinary Shares underlying the Rights and issuable upon conversion of the Rights included in the Placement Units (the “Placement Rights”), the Warrants included in the Placement Units (the “Placement Warrants”) and the Ordinary Shares underlying the Placement Rights and the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Units, Units sold in the Offering except that the Rights included in the Placement Units Warrants shall be non-redeemable by the Company and may be exercised for cash or on a cashless basis, as described in the Prospectus, in each case so long as the Rights Placement Warrants continue to be held by the initial purchasers of the Rights Placement Warrants or their permitted transferees (as described in the Subscription Agreement and the Rights Warrant Agreement (as defined in Section 2.27 2.22 hereof)). 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.

Placement Units. Simultaneously with the consummation of the OfferingClosing, the Sponsor (as hereinafter defined) shall purchase from the Company Company, pursuant to the Subscription Agreement (as defined in Section 2.25.2 2.24.2 hereof) an aggregate of 370,000 Units (or 406,000 Units if the underwriters’ over-allotment option is exercised in full) 248,000 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 Rights included in the Placement Units (the “Placement Rights”), the Ordinary Shares and the Rights, Warrants included in the Placement Units, Units (the “Placement Warrants”) and the Ordinary Shares underlying the Placement Rights and issuable upon conversion of the Rights included in the Placement Units Warrants are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Units, Units sold in the Offering except that the Rights included in the Placement Units Warrants shall be non-redeemable by the Company so long as the Rights Placement Warrants continue to be held by the initial purchasers of the Rights Sponsor or their its permitted transferees (as described in the Subscription Agreement Insider Letter (as defined in Section 2.24.1 hereof) and the Rights Warrant Agreement (as defined in Section 2.27 2.22 hereof)). 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.

Placement Units. Simultaneously with the consummation Closing, certain of the Offering, the Sponsor Company’s stockholders shall purchase from the Company pursuant to the Subscription Agreement (as defined in Section 2.25.2 2.23.2 hereof) an aggregate of 370,000 Units (or 406,000 Units if the underwriters’ over-allotment option is exercised in full) 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, the Ordinary Class A Shares and the Rights, included in the Placement Units, and the Ordinary Shares underlying the Rights and issuable upon conversion of the Rights included in the Placement Units (the “Placement Rights”) and the Warrants included in the Placement Units (the “Placement Warrants”) and the Class A Shares underlying the Placement Rights and the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Units, Units sold in the Offering except that the Rights included in the Placement Units Warrants shall be non-redeemable by the Company so long as the Rights Placement Warrants continue to be held by the initial purchasers of the Rights Placement Warrants or their permitted transferees (as described in the Subscription Agreement and the Rights Warrant Agreement (as defined in Section 2.27 2.22 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.

Placement Units. Simultaneously with Immediately prior to the consummation Closing, certain of the Offering, the Sponsor Company’s stockholders shall purchase from the Company pursuant to the Subscription Agreement (as defined in Section 2.25.2 2.23.2 hereof) an aggregate of 370,000 Units (or 406,000 Units if the underwriters’ over-allotment option is exercised in full) 200,000 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 Ordinary Shares and the RightsShares, included in the Placement Units, and the Ordinary Shares underlying the Rights and issuable upon conversion of the Rights included in the Placement Units (the “Placement Rights”) and the Warrants included in the Placement Units (the “Placement Warrants”) and the Ordinary Shares underlying the Placement Rights and the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Units, Units sold in the Offering except that the Rights included in the Placement Units Warrants shall be non-redeemable by the Company so long as the Rights Placement Warrants continue to be held by the initial purchasers of the Rights Placement Warrants or their permitted transferees (as described in the Subscription Agreement and the Rights Warrant Agreement (as defined in Section 2.27 2.22 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.

Placement Units. Simultaneously with the consummation of the Offering, LF International Pte. Ltd. (the Sponsor “Sponsor”) shall purchase from the Company pursuant to the Subscription Agreement (as defined in Section 2.25.2 hereof) an aggregate of 370,000 Units (or 406,000 Units if the underwriters’ over-allotment option is exercised in full) 212,500 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 Ordinary Shares and the RightsShares, included in the Placement Units, and the Ordinary Shares underlying the Rights and issuable upon conversion of the Rights included in the Placement Units (the “Placement Rights”) and the Warrants included in the Placement Units (the “Placement Warrants”) and the Ordinary Shares underlying the Placement Rights and the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Units, except that the Rights included Units sold in the Placement Units shall be non-redeemable by the Company so long as the Rights continue to be held by the initial purchasers of the Rights or their permitted transferees (Offering except as described in the Subscription Agreement and the Rights Agreement (as defined in Section 2.27 hereof))Registration Statement. 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.

Placement Units. Simultaneously with the consummation of the Offering, Winky Investments Limited (the Sponsor “Sponsor”) shall purchase from the Company pursuant to the Subscription Agreement (as defined in Section 2.25.2 hereof) an aggregate of 370,000 232,500 Units (or 406,000 Units if the underwriters’ over-allotment option is exercised in full) (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 Ordinary Shares and the Rights, included in the Placement Units, and the Ordinary Shares Rights underlying the Rights and issuable upon 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 Units, except that the Rights included in the Placement Units shall be non-redeemable by the Company so long as the Rights Units continue to be held by the initial purchasers of the Rights Units or their permitted transferees (as described in the Subscription Agreement and the Rights Agreement (as 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 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 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, ▇▇▇▇▇▇ SPAC Holding, LLC (the Offering, the Sponsor “Sponsor”) shall purchase from the Company Company, pursuant to the Subscription Agreement (as defined in Section 2.25.2 hereof) a written purchase agreement an aggregate of 370,000 Units (or 406,000 Units if the underwriters’ over-allotment option is exercised in full) 340,000 placement 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 Ordinary Shares shares of Common Stock and the Rights, included in the Placement Units, and the Ordinary Shares underlying the Rights and issuable upon conversion of the Rights included in the Placement Units (the “Placement Rights”), and the shares of Common Stock underlying the Placement Rights are hereinafter referred to collectively as the “Placement Securities,” and the Public Securities and the Placement Securities are hereinafter referred to collectively as the “Securities.” Each Placement Unit shall be identical to the UnitsUnits sold in the Offering, except that the Rights included in the Placement Units shall be non-redeemable by the Company so long as the Rights continue to be held by the initial purchasers of the Rights or their permitted transferees (as described in the Subscription Agreement and the Rights Agreement (as defined in Section 2.27 hereof))Prospectus. 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.

Placement Units. Simultaneously with the consummation of the OfferingClosing, the Sponsor (as hereinafter defined) shall purchase from the Company Company, pursuant to the Subscription Agreement (as defined in Section 2.25.2 2.24.2 hereof) an aggregate of 370,000 Units (or 406,000 Units if the underwriters’ over-allotment option is exercised in full) 215,000 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 Rights included in the Placement Units (the “Placement Rights”), the Ordinary Shares and the Rights, Warrants included in the Placement Units, Units (the “Placement Warrants”) and the Ordinary Shares underlying the Placement Rights and issuable upon conversion of the Rights included in the Placement Units Warrants are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Units, Units sold in the Offering except that the Rights included in the Placement Units Warrants shall be non-redeemable by the Company so long as the Rights Placement Warrants continue to be held by the initial purchasers of the Rights Sponsor or their its permitted transferees (as described in the Subscription Agreement Insider Letter (as defined in Section 2.24.1 hereof) and the Rights Warrant Agreement (as defined in Section 2.27 2.22 hereof)). 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.

Placement Units. Simultaneously with the consummation of the OfferingClosing, the Sponsor (as hereinafter defined) shall purchase from the Company Company, pursuant to the Subscription Agreement (as defined in Section 2.25.2 2.24.2 hereof) an aggregate of 370,000 Units (or 406,000 Units if the underwriters’ over-allotment option is exercised in full) 175,000 units (the “Placement Units”) ), or 186,250 if the Overallotment Option is exercised in full, at a purchase price of $10.00 per Placement Unit in a private placement (the “Private Placement”). The Placement Units, the Ordinary Shares shares of Common Stock and the Rights, included in the Placement Units, and the Ordinary Shares underlying the Rights and issuable upon conversion of the Rights Warrants included in the Placement Units (the “Placement Warrants”) and the shares of Common Stock underlying the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Units, Units sold in the Offering except that the Rights included in the Placement Units Warrants shall be non-redeemable and exercisable on a cashless basis by the Company so long as the Rights Placement Warrants continue to be held by the initial purchasers of the Rights Sponsor or their its permitted transferees (as described in the Subscription Agreement Insider Letter (as defined in Section 2.24.1 hereof) and the Rights Warrant Agreement (as defined in Section 2.27 2.22 hereof)). 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.

Placement Units. Simultaneously with the consummation of the Offering, Swipy Ltd. (the Sponsor “Sponsor”) shall purchase from the Company pursuant to the Subscription Agreement (as defined in Section 2.25.2 hereof) an aggregate of 370,000 Units (or 406,000 Units if the underwriters’ over-allotment option is exercised in full) 214,500 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 Ordinary Shares and the RightsShares, included in the Placement Units, and the Ordinary Shares underlying the Rights and issuable upon conversion of the Rights included in the Placement Units (the “Placement Rights”) and the Warrants included in the Placement Units (the “Placement Warrants”) and the Ordinary Shares underlying the Placement Rights and the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Units, Units sold in the Offering except that the Rights included in the Placement Units Warrants shall be non-redeemable by the Company so long as the Rights Placement Warrants continue to be held by the initial purchasers of the Rights Placement Warrants or their permitted transferees (as described in the Subscription Agreement and the Rights Warrant Agreement (as defined in Section 2.27 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.

Placement Units. Simultaneously with the consummation of the OfferingClosing, the Sponsor (as defined in Section 2.24.2 hereof) shall purchase from the Company Company, pursuant to the Subscription Agreement (as defined in Section 2.25.2 2.24.2 hereof) an aggregate of 370,000 Units (or 406,000 Units if the underwriters’ over-allotment option is exercised in full) 228,250 units (the “Placement Units”) ), or 247,000 if the Overallotment Option is exercised in full, at a purchase price of $10.00 per Placement Unit in a private placement (the “Private Placement”). The Placement Units, the Ordinary Shares shares of Common Stock and the Rights, included in the Placement Units, and the Ordinary Shares underlying the Rights and issuable upon conversion of the Rights Warrants included in the Placement Units (the “Placement Warrants”) and the shares of Common Stock underlying the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Units, Units sold in the Offering except that the Rights included in the Placement Units Warrants shall be non-redeemable and exercisable on a cashless basis by the Company so long as the Rights Placement Warrants continue to be held by the initial purchasers of the Rights Sponsor or their its permitted transferees (as described in the Subscription Agreement Insider Letter (as defined in Section 2.24.1 hereof) and the Rights Warrant Agreement (as defined in Section 2.27 2.22 hereof)). 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.

Placement Units. Simultaneously with Immediately prior to the consummation of the OfferingClosing, the Sponsor Company’s sponsor (as described in the Registration Statement) (the “Sponsor”) and Maxim, shall purchase from the Company pursuant to the Subscription Agreement Unit Purchase Agreements (as defined in Section 2.25.2 2.25 hereof) an aggregate of 370,000 Units 302,500 units (or 406,000 Units 334,375 units if the underwriters’ overOver-allotment option Option is exercised in fullfull prior to the Closing) (the “Placement Units”) ), each Placement Unit consisting of a share of Common Stock and a warrant (the “Placement Warrants”), at a purchase price of $10.00 per Placement Unit in a private placement (the “Private Placement”). The Placement Units, the Ordinary Shares Units and the Rights, included in the Placement Units, and the Ordinary Shares securities underlying the Rights and issuable upon 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 Units, Units sold in the Offering except that the Rights included in the Placement Units Warrants shall be non-redeemable by the Company so long as the Rights Placement Warrants continue to be held by the initial purchasers of the Rights Placement Warrants or their permitted transferees (as described in the Subscription Agreement Insider Letter (as defined in Section 2.25 hereof) and the Rights Warrant Agreement (as defined in Section 2.27 2.24 hereof)). 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.

Placement Units. Simultaneously with the consummation of the Offering, the Sponsor shall purchase from the Company pursuant to the Subscription Agreement (as defined in Section 2.25.2 hereof) an aggregate of 370,000 380,000 Units (or 406,000 410,000 Units if the underwriters’ over-allotment option is exercised in full) (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Private Placement”). The Placement Units, the Class A Ordinary Shares and the Rights, included in the Placement Units, and the Class A Ordinary Shares underlying the Rights and issuable upon 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 Units, except that the Rights included in the Placement Units shall be non-redeemable by the Company so long as the Rights continue to be held by the initial purchasers of the Rights or their permitted transferees (as described in the Subscription Agreement and the Rights Agreement (as 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.

Placement Units. Simultaneously with the consummation of the OfferingClosing, the Sponsor (as hereinafter defined) shall purchase from the Company Company, pursuant to the Subscription Agreement (as defined in Section 2.25.2 2.24.2 hereof) an aggregate of 370,000 Units 300,000 units (or 406,000 Units 330,000 units if the underwriters’ overOver-allotment option Option is exercised in full) (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Private Placement”). The Placement Units, the Rights included in the Placement Units (the “Placement Rights”), the Ordinary Shares and the Rights, Warrants included in the Placement Units, Units (the “Placement Warrants”) and the Ordinary Shares underlying the Placement Rights and issuable upon conversion of the Rights included in the Placement Units Warrants are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Units, Units sold in the Offering except that the Rights included in the Placement Units Warrants shall be non-redeemable by the Company so long as the Rights Placement Warrants continue to be held by the initial purchasers of the Rights Sponsor or their its permitted transferees (as described in the Subscription Agreement Insider Letter (as defined in Section 2.24.1 hereof) and the Rights Warrant Agreement (as defined in Section 2.27 2.22 hereof)). 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.

Placement Units. Simultaneously with the consummation of the Offering, Swipy Ltd. (the Sponsor “Sponsor”) shall purchase from the Company pursuant to the Subscription Agreement (as defined in Section 2.25.2 hereof) an aggregate of 370,000 Units (or 406,000 Units if the underwriters’ over-allotment option is exercised in full) 214,500 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 Ordinary Shares Shares, and the Rights, Warrants included in the Placement Units, Units (the “Placement Warrants”) and the Ordinary Shares underlying the Rights and issuable upon conversion of the Rights included in the Placement Units Warrants are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Units, Units sold in the Offering except that the Rights included in the Placement Units Warrants shall be non-redeemable by the Company so long as the Rights Placement Warrants continue to be held by the initial purchasers of the Rights Placement Warrants or their permitted transferees (as described in the Subscription Agreement and the Rights Warrant Agreement (as defined in Section 2.27 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.

Placement Units. Simultaneously with the consummation Closing, certain of the Offering, the Sponsor Company’s stockholders shall purchase from the Company pursuant to the Subscription Agreement (as defined in Section 2.25.2 2.23.2 hereof) an aggregate of 370,000 Units (or 406,000 Units if the underwriters’ over-allotment option is exercised in full) 330,000 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 Ordinary Class A Shares and the Rights, included in the Placement Units, and the Ordinary Warrants included in the Placement Units (the “Placement Warrants”), the Class A Shares underlying the Rights and issuable upon conversion of Placement Warrants, the Rights included in the Placement Units (the “Placement Rights”) and the Class A Shares underlying the Placement Rights are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Units, except that the Rights included Units sold in the Placement Units shall be non-redeemable by the Company so long as the Rights continue to be held by the initial purchasers of the Rights or their permitted transferees (as described in the Subscription Agreement and the Rights Agreement (as defined in Section 2.27 hereof))Offering. 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.

Placement Units. Simultaneously with the consummation of Closing, Public Gold Marketing Sdn. Bhd, a Malaysian private limited company (the Offering“Private Investor”), the Sponsor shall purchase from the Company Company, pursuant to the Subscription Agreement (as defined in Section 2.25.2 hereof2.24.2) an aggregate of 370,000 Units (or 406,000 Units if the underwriters’ over-allotment option is exercised in full) [●] 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 Ordinary Shares and the Rightsshares of Common Stock, included in the Placement Units, and the Ordinary Shares underlying the Rights and issuable upon conversion of the Rights included in the Placement Units (the “Placement Rights”), the Warrants included in the Placement Units (the “Placement Warrants”), and the shares of Common Stock underlying the Placement Rights and the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the UnitsUnits sold in the Offering, except that the Rights included in the Placement Units Warrants shall be non-redeemable by the Company and may be exercised for cash or on a cashless basis as described in the Prospectus, in each case so long as the Rights Placement Warrants continue to be held by the initial purchasers of the Rights Placement Warrants or their permitted transferees (as described in the Subscription Agreement and the Rights Warrant Agreement (each as defined in Section 2.27 hereofbelow)). 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.

Placement Units. Simultaneously with Immediately prior to the consummation of the OfferingClosing, the Sponsor Company’s sponsor (as described in the Registration Statement) (the “Sponsor”) and Maxim, shall purchase from the Company pursuant to the Subscription Agreement Unit Purchase Agreements (as defined in Section 2.25.2 2.25 hereof) an aggregate of 370,000 Units 323,750 units (or 406,000 Units 358,813 units if the underwriters’ overOver-allotment option Option is exercised in fullfull prior to the Closing) (the “Placement Units”) ), each Placement Unit consisting of a share of Common Stock and a warrant (the “Placement Warrants”), at a purchase price of $10.00 per Placement Unit in a private placement (the “Private Placement”). The Placement Units, the Ordinary Shares Units and the Rights, included in the Placement Units, and the Ordinary Shares securities underlying the Rights and issuable upon 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 Units, Units sold in the Offering except that the Rights included in the Placement Units Warrants shall be non-redeemable by the Company so long as the Rights Placement Warrants continue to be held by the initial purchasers of the Rights Placement Warrants or their permitted transferees (as described in the Subscription Agreement Insider Letter (as defined in Section 2.25 hereof) and the Rights Warrant Agreement (as defined in Section 2.27 2.24 hereof)). 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.

Placement Units. Simultaneously with the consummation of Closing, Public Gold Marketing Sdn. Bhd, a Malaysian private limited company (the Offering“Private Investor”), the Sponsor shall purchase from the Company Company, pursuant to the Subscription Agreement (as defined in Section 2.25.2 hereof2.24.2) an aggregate of 370,000 Units (or 406,000 Units if the underwriters’ over-allotment option is exercised in full) 517,500 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 Ordinary Shares and the Rightsshares of Common Stock, included in the Placement Units, and the Ordinary Shares underlying the Rights and issuable upon conversion of the Rights included in the Placement Units (the “Placement Rights”), the Warrants included in the Placement Units (the “Placement Warrants”), and the shares of Common Stock underlying the Placement Rights and the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the UnitsUnits sold in the Offering, except that the Rights included in the Placement Units Warrants shall be non-redeemable by the Company and may be exercised for cash or on a cashless basis as described in the Prospectus, in each case so long as the Rights Placement Warrants continue to be held by the initial purchasers of the Rights Placement Warrants or their permitted transferees (as described in the Subscription Agreement and the Rights Warrant Agreement (each as defined in Section 2.27 hereofbelow)). 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.

Placement Units. Simultaneously with the consummation of the Offering, LF International Pte. Ltd. (the Sponsor “Sponsor”) shall purchase from the Company pursuant to the Subscription Agreement (as defined in Section 2.25.2 hereof) an aggregate of 370,000 Units (or 406,000 Units if the underwriters’ over-allotment option is exercised in full) 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, the Ordinary Shares and the RightsShares, included in the Placement Units, and the Ordinary Shares underlying the Rights and issuable upon conversion of the Rights included in the Placement Units (the “Placement Rights”) and the Warrants included in the Placement Units (the “Placement Warrants”) and the Ordinary Shares underlying the Placement Rights and the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Units, except that the Rights included Units sold in the Placement Units shall be non-redeemable by the Company so long as the Rights continue to be held by the initial purchasers of the Rights or their permitted transferees (Offering except as described in the Subscription Agreement and the Rights Agreement (as defined in Section 2.27 hereof))Registration Statement. 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.

Placement Units. Simultaneously with the consummation of Closing, Abri Ventures 2, LLC (the Offering, the Sponsor “Sponsor”) shall purchase from the Company Company, pursuant to the Subscription Private Placement Agreement (as defined in Section 2.25.2 2.23.2 hereof) ), an aggregate of 370,000 Units (or 406,000 Units if the underwriters’ over-allotment option is exercised in full) 390,000 placement units (the “Placement Units”) Units at a purchase price of $10.00 per Placement Unit each in a private placement (the “Private Placement”). The Placement Units, the Ordinary Shares and shares of Common Stock, the Rights, Warrants included in the Placement Units, Units (the “Placement Warrants”) and the Ordinary Shares underlying the Rights and issuable upon conversion of the Rights included in the Placement Units (the “Placement Rights”), and the shares of Common Stock underlying the Placement Warrants and issuable with respect to the Placement Rights are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Units, except that the Rights included Units sold in the Placement Units shall be non-redeemable by the Company so long as the Rights continue to be held by the initial purchasers of the Rights or their permitted transferees (Offering except as described in the Subscription Agreement and the Rights Agreement (as defined in Section 2.27 hereof))Prospectus. 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.