Common use of Private Placements Clause in Contracts

Private Placements. 1.4.1. The Company has issued to certain persons and entities referenced in Part II, Item 15 of the Registration Statement (collectively, the “Insiders”), for aggregate consideration of $25,000, 2,012,500 shares of Common Stock (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 hereof). The Insiders shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a Business Combination within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Insiders shall not have conversion rights with respect to the Insider Shares. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 315,000 of the Insider Shares shall be subject to forfeiture by certain of the Insiders. The Insiders will be required to forfeit only a number of shares of Common Stock necessary to maintain their 20% ownership interest in the shares of Common Stock after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the purchase of the Sponsor Units and any shares purchased in the Offering). 1.4.2. The Insiders and the Representative have committed, pursuant to Subscription Agreements (as defined in Section 2.24.2 hereof), to purchase from the Company (i) an aggregate of 542,500 private Units (the “Sponsor Units”) at a purchase price of $ per Sponsor Unit simultaneously with the Closing Date, and (ii) an additional number of Sponsor Units (up to a maximum of 65,625 Sponsor Units) that is necessary to maintain in the Trust Account an amount equal to $ per Public Security at a purchase price of $ per Sponsor Unit, in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The purchase price for the Sponsor Units to be sold in the Private Placement is being held in escrow on the date hereof by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, counsel to the Company. The Sponsor Units will generally be identical to the Firm Units. However, the Insiders have agreed (A) to vote their shares of Common Stock underlying the Sponsor Units (the “Private Shares”) in favor of any proposed Business Combination, (B) not to propose, or vote in favor of, an amendment to the Company’s Amended and Restated Certificate of Incorporation with respect to its pre-Business Combination activities prior to the consummation of such Business Combination, (C) not to convert any Private Shares in connection with a stockholder vote to approve a proposed initial Business Combination or a vote to amend the provisions of the Company’s Amended and Restated Certificate of Incorporation relating to stockholders’ rights or pre-Business Combination activity and (D) to waive any liquidation distribution with respect to the Private Shares that might otherwise be available from funds held outside of the Trust Account. None of the Sponsor Units (and underlying securities) may be sold, assigned or transferred by the initial purchasers or their affiliates until after the consummation of a Business Combination (except in certain limited situations). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement.

Private Placements. 1.4.11.3.1. The In May 2024, the Company has issued to certain persons and entities referenced in Part IIC▇▇▇▇▇ Holding LP, Item 15 of the Registration Statement a Delaware limited partnership (collectively, the “InsidersC▇▇▇▇▇ ▇▇”), ) for aggregate consideration of $25,000, 2,012,500 shares an aggregate of Common Stock 1,725,000 Ordinary Shares (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(24(a)(2) of the Securities Act of 1933, as amended (the “Act”). C▇▇▇▇▇ ▇▇ thereafter transferred a portion of the Insider Shares to C▇▇ ▇▇▇▇▇ (together with C▇▇▇▇▇ ▇▇, the “Sponsors”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 hereof)Registration Statement. The Insiders Sponsors shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Insiders Sponsors shall not have conversion rights with respect to the Insider SharesShares nor shall they be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 315,000 225,000 of the Insider Shares shall be subject to forfeiture by certain of the Insiders. The Insiders will be required to forfeit only a number of shares of Common Stock forfeited in an amount necessary to maintain their the 20% ownership interest in the shares Ordinary Shares of Common Stock the Sponsors, officers, directors and advisors of the Company (collectively, the “Insiders”) after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the purchase of EBC Founder Shares (defined below), the Sponsor Units Private Shares (defined below) and any shares purchased in the OfferingOffering by the Insiders). 1.4.21.3.2. In May 2024, the Company issued to the Representative and its designees, for an aggregate purchase price of $1,450, an aggregate of 100,000 Ordinary Shares (the “EBC Founder Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the EBC Founder Shares. The Insiders holders of the EBC Founder Shares have agreed not to transfer, assign or sell any EBC Founder Shares without the Company’s prior consent until the completion of an initial Business Combination. The EBC Founder Shares are identical to the Ordinary Shares included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion or redemption rights with respect to such EBC Founder Shares and shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination or amendment to the Charter Documents (as defined below) relating to pre-Business Combination activity and (ii) will have no right to any liquidation distributions with respect to any portion of the EBC Founder Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the EBC Founder Shares will not sell, transfer, assign, pledge or hypothecate any of the EBC Founder Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative have committedor an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to Subscription FINRA Conduct Rule 5110(e), the EBC Founder Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the EBC Founder Shares (or uncertificated book-entry forms if no certificates are prepared) shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the EBC Founder Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). 1.3.3. Simultaneously with the Closing Date, the Sponsors and/or their designees will purchase from the Company pursuant to the Purchase Agreements (as defined in Section 2.24.2 hereofbelow), to purchase from the Company (i) an aggregate of 542,500 private Units 230,000 units (the “Sponsor Private Units” or “Private Securities”), each Private Unit consisting of one Ordinary Share (the “Private Share”) and one Right (the “Private Rights”), at a purchase price of $ $10.00 per Sponsor Private Unit simultaneously with the Closing Date, and (ii) an additional number of Sponsor Units (up to a maximum of 65,625 Sponsor Units) that is necessary to maintain in the Trust Account an amount equal to $ per Public Security at a purchase price of $ per Sponsor Unit, in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The purchase price for terms of the Sponsor Private Units to be sold are as described in the Private Placement is being held Prospectus (as defined in escrow on the date hereof by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, counsel to the Company. The Sponsor Units will generally be identical to the Firm Units. However, the Insiders have agreed (A) to vote their shares of Common Stock underlying the Sponsor Units (the “Private Shares”) in favor of any proposed Business Combination, (B) not to propose, or vote in favor of, an amendment to the Company’s Amended and Restated Certificate of Incorporation with respect to its pre-Business Combination activities prior to the consummation of such Business Combination, (C) not to convert any Private Shares in connection with a stockholder vote to approve a proposed initial Business Combination or a vote to amend the provisions of the Company’s Amended and Restated Certificate of Incorporation relating to stockholders’ rights or pre-Business Combination activity and (D) to waive any liquidation distribution with respect to the Private Shares that might otherwise be available from funds held outside of the Trust Account. None of the Sponsor Units (and underlying securities) may be sold, assigned or transferred by the initial purchasers or their affiliates until after the consummation of a Business Combination (except in certain limited situationsSection 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsors have also agreed that, in the event the Over-allotment Option is exercised, they and/or their designees will purchase up to 18,000 additional Private Units, and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Offering.

Private Placements. 1.4.1. The Pursuant to a subscription agreement dated March 21, 2024, as further amended on July 25, 2024 and December 20, 2024, the Company has issued to certain persons and entities referenced in Part IIHercules Capital Management VII Corp, Item 15 of the Registration Statement a British Virgin Islands company (collectively, the “InsidersSponsor”), ) 1,725,000 Ordinary Shares for an aggregate consideration purchase price of $25,000, 2,012,500 shares of Common Stock among which, up to 225,000 Ordinary Shares are subject to forfeiture if the Underwriters’ Over-Allotment Option is not exercised in full (the “Insider Founder Shares”) in a private placement intended to be exempt from registration under Section 4(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Founder Shares. The Insider Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Registration Statement and the Letter Agreement (as defined in Section 2.24.3 hereof2.24.1). The Insiders holders of the Founder Shares (i) shall have no right to any liquidation distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate a any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Insiders , (ii) shall not have conversion be entitled to exercise any redemption rights with respect to such Founder Shares and (iii) shall not be entitled to sell any such shares to the Insider SharesCompany in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Allotment Option is not exercised by the Underwriters in full or in part, up to 315,000 225,000 of the Insider Founder Shares shall be subject to forfeiture by certain of the Insiders. The Insiders will be required to forfeit only a number of shares of Common Stock forfeited in an amount necessary to maintain their the holders of Founder Shares’ 20% ownership interest in the issued and outstanding shares of Common Stock the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and excluding the purchase of the Sponsor Units and any shares purchased in the Offering, any Private Shares (as defined below) purchased in the Private Placement by the Sponsor or the Company’s officers, directors or their affiliates (“Insiders”) and any Representative’s Shares). 1.4.2. The Insiders and Simultaneously with the Representative have committedClosing Date, the Sponsor will purchase from the Company pursuant to Subscription Agreements the Private Units Purchase Agreement (as defined in Section 2.24.2 hereof), to purchase from the Company (ibelow) an aggregate of 542,500 private Units 234,290 units (or 247,790 units if the Over-Allotment Option is exercised in full ) (the “Sponsor Private Units”), each consisting of one Ordinary Share (the “Private Shares”) and one Right (the “Private Right” and together with the Private Units and Private Shares, the “Private Securities”), at a purchase price of $ $10.00 per Sponsor Private Unit simultaneously with the Closing Date, and (ii) an additional number of Sponsor Units (up to a maximum of 65,625 Sponsor Units) that is necessary to maintain in the Trust Account an amount equal to $ per Public Security at a purchase price of $ per Sponsor Unit, in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The purchase price for the Sponsor Units to be sold in the Private Placement is being held in escrow on the date hereof by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇Securities Act of 1933, counsel to the Company. The Sponsor Units will generally be identical to the Firm Units. However, the Insiders have agreed (A) to vote their shares of Common Stock underlying the Sponsor Units as amended (the “Act”). The terms of the Private Units, Private Shares”) , and Private Rights are as described in favor of any proposed Business Combination, the Prospectus (B) not to propose, or vote as defined in favor of, an amendment to the Company’s Amended and Restated Certificate of Incorporation with respect to its pre-Business Combination activities prior to the consummation of such Business Combination, (C) not to convert any Private Shares in connection with a stockholder vote to approve a proposed initial Business Combination or a vote to amend the provisions of the Company’s Amended and Restated Certificate of Incorporation relating to stockholders’ rights or pre-Business Combination activity and (D) to waive any liquidation distribution with respect to the Private Shares that might otherwise be available from funds held outside of the Trust Account. None of the Sponsor Units (and underlying securities) may be sold, assigned or transferred by the initial purchasers or their affiliates until after the consummation of a Business Combination (except in certain limited situationsSection 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor shall, and the Company shall procure the Sponsor to, provide the proof of the aggregate consideration of $2,342,900 to be paid for the Private Units in the Sponsor’s bank account satisfactory to the Representative one Business Day prior to the roadshow for the Offering.

Private Placements. 1.4.1. The On January 1, 2020, the Company has issued to certain persons and entities referenced in Part IILifeSci Holdings LLC, Item 15 of the Registration Statement a Delaware limited liability company (collectively, the “InsidersSponsor”), for an aggregate consideration of $25,000, 2,012,500 shares of Common Stock 2,156,250 Shares (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(24(a)(2) of the Securities Act of 1933, as amended (the “Act”). On September 30, 2020, the Sponsor transferred 215,625 Insider Shares to Chardan Healthcare Investments LLC, (collectively with the Sponsor, the “Initial Stockholders”). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 hereofbelow). The Insiders Initial Stockholders shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination, or entering into contractual arrangements with one or more businesses or entities (“Business Combination Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expensesperiod. The Insiders Initial Stockholders shall not have conversion rights with respect to the Insider SharesShares nor shall the Initial Stockholders be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that If the Over-allotment Allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to 315,000 a maximum of the 281,250 Insider Shares shall be subject to forfeiture by certain of the Insiders. The Insiders will be required to forfeit only a number of shares of Common Stock Shares, as is necessary to maintain their the Initial Stockholders’ 20% beneficial ownership interest in the shares of Company’s Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and but excluding the purchase of the Sponsor Units and any shares purchased in the Offering). 1.4.2. The Insiders and Simultaneously with the Representative have committedClosing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to the Subscription Agreements Agreement (as defined in Section 2.24.2 hereofbelow), to purchase from the Company (i) an aggregate of 542,500 private Units 3,033,333 warrants (the “Sponsor UnitsPrivate Warrants”) ), at a purchase price of $ $0.90 per Sponsor Unit simultaneously with the Closing Date, and (ii) an additional number of Sponsor Units (up to a maximum of 65,625 Sponsor Units) that is necessary to maintain in the Trust Account an amount equal to $ per Public Security at a purchase price of $ per Sponsor UnitPrivate Warrant, in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The purchase price for terms of the Sponsor Units to be sold Private Warrants are as described in the Private Placement is being held Prospectus (as defined in escrow on the date hereof by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, counsel to the Company. The Sponsor Units will generally be identical to the Firm Units. However, the Insiders have agreed (A) to vote their shares of Common Stock underlying the Sponsor Units (the “Private Shares”) in favor of any proposed Business Combination, (B) not to propose, or vote in favor of, an amendment to the Company’s Amended and Restated Certificate of Incorporation with respect to its pre-Business Combination activities prior to the consummation of such Business Combination, (C) not to convert any Private Shares in connection with a stockholder vote to approve a proposed initial Business Combination or a vote to amend the provisions of the Company’s Amended and Restated Certificate of Incorporation relating to stockholders’ rights or pre-Business Combination activity and (D) to waive any liquidation distribution with respect to the Private Shares that might otherwise be available from funds held outside of the Trust Account. None of the Sponsor Units (and underlying securities) may be sold, assigned or transferred by the initial purchasers or their affiliates until after the consummation of a Business Combination (except in certain limited situationsSection 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor has also agreed that, in the event the Representatives have exercised the Over-allotment Option, the Sponsor will purchase up to 250,000 additional Private Warrants and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Warrants into the Trust Fund such that the amount of funds in the Trust Fund shall be $10.10 per Public Share sold in the Offering. The purchase price for the Private Warrants shall have been delivered to CST&T or counsel for the Company or the Representatives 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.

Private Placements. 1.4.1. The Company has issued to certain persons and entities referenced in Part IICoronado Biosciences, Item 15 of the Registration Statement Inc. (collectively, the “InsidersSponsor”), for aggregate consideration of $25,000, 2,012,500 shares of Common Stock 1,150,000 Ordinary Shares (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(24(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 hereof). The Insiders Sponsor subsequently transferred an aggregate of 30,000 Insider Shares to the Company’s directors (the Sponsor and such transferees hereafter collectively referred to as the “Initial Shareholders”). The Initial Shareholders shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a Business Combination within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Insiders Initial Shareholders shall not have conversion rights with respect to the Insider Shares. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 315,000 150,000 of the Insider Shares shall be subject to forfeiture by certain of the InsidersSponsor. The Insiders Sponsor will be required to forfeit only a number of shares of Common Stock Ordinary Shares necessary to maintain their the Initial Shareholders’ 20% ownership interest in the shares of Common Stock Ordinary Shares after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the purchase of the Sponsor Private Units and any shares purchased in the Offering). 1.4.2. The Insiders Sponsor and the Representative (and/or its designees) have committed, pursuant to Subscription Agreements (as defined in Section 2.24.2 hereof), to purchase from the Company (i) an aggregate of 542,500 285,000 private Units (the “Sponsor Private Units”) at a purchase price of $ $10.00 per Sponsor Unit Private Unit, simultaneously with the Closing Date, and (ii) an additional number of Sponsor Units (up to a maximum of 65,625 Sponsor Units) that is necessary to maintain in the Trust Account an amount equal to $ per Public Security at a purchase price of $ per Sponsor Unit, in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The Representative has also committed to purchase an additional number of Private Units (up to a maximum of 3,000 Private Units) that is necessary to maintain in the Trust Account an amount equal to $10.00 per Public Security at a purchase price of $10.00 per Sponsor Unit. The purchase price for the Sponsor Private Units to be sold in the Private Placement is being held in escrow on the date hereof by ▇G▇▇▇▇▇▇▇ M▇▇▇▇▇▇, counsel to the Company▇ LLP. The Sponsor Units will generally be identical to the Firm Units. However, the Insiders have agreed (A) to vote their shares of Common Stock underlying the Sponsor Units (the “Private Shares”) in favor of any proposed Business Combination, (B) not to propose, or vote in favor of, an amendment to the Company’s Amended and Restated Certificate of Incorporation with respect to its pre-Business Combination activities prior to the consummation of such Business Combination, (C) not to convert any Private Shares in connection with a stockholder vote to approve a proposed initial Business Combination or a vote to amend the provisions terms of the Company’s Amended and Restated Certificate of Incorporation relating to stockholders’ rights or pre-Business Combination activity and Private Units are described in the Prospectus (D) to waive any liquidation distribution with respect to the Private Shares that might otherwise be available from funds held outside of the Trust Account. None of the Sponsor Units (and underlying securities) may be sold, assigned or transferred by the initial purchasers or their affiliates until after the consummation of a Business Combination (except as defined in certain limited situationsSection 2.1.1). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement.

Private Placements. 1.4.1. The 1.4.1 In connection with the Company’s organization, the Company has issued to certain persons and entities referenced in Part II, Item 15 of the Registration Statement KBL IV Sponsor LLC (collectively, the “InsidersSponsor”), for an aggregate consideration of $25,000, 2,012,500 2,875,000 shares of Common Stock (the “Insider Founder Shares”) in a private placement intended to be (the “Insider Private Placement”) exempt from registration under Section 4(24(a)(2) of the Securities Act of 1933, as amended (the “Act”), of which up to 375,000 shares are subject to forfeiture to the extent the Over-allotment Option is not exercised in full. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale Insider Private Placement. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Insider SharesStockholders until the earlier of: (i) one year following the consummation of the Business Combination; or (ii) when the closing price of the shares of Common Stock exceeds $12.00 per share for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination; or earlier, in each case, if, subsequent to the Business Combination, the Company consummates a transaction which results in all of the Company’s stockholders having the right to exchange their shares for cash, securities or other property. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 hereof). The Insiders Stockholders shall have no right to any liquidation distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate a Business Combination within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expensesCombination. The Insiders Insider Stockholders shall not have conversion redemption rights with respect to the Insider Founder Shares. To In the extent event that the Over-allotment Option is not exercised by in full, the Underwriters in full or in part, up to 315,000 of the Insider Shares shall be subject to forfeiture by certain of the Insiders. The Insiders Sponsor will be required to forfeit only a such number of Founder Shares such that the Founder Shares will comprise 20% of the issued and outstanding shares of Common Stock necessary to maintain their 20% ownership interest in the shares of Common Stock Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the purchase of the Sponsor Placement Units and any shares purchased in (as defined below) by the Offering)Sponsor. 1.4.2. The Insiders 1.4.2 Simultaneously with the Closing Date, the Sponsor and the Representative have committed, Underwriters will consummate the purchase from the Company pursuant to Subscription Agreements (as defined in Section 2.24.2 2.21.2 hereof), of 450,000 units (or 502,500 units if the Over-allotment Option is exercised in full; 350,000 of such units shall be purchased by the Sponsor and 100,000 of such units shall be purchased by the Underwriters; or 387,500 of such units by the Sponsor and 115,000 by the Underwriters if the Over-allotment Option is exercised in full) which units are identical to purchase from the Company (i) an aggregate of 542,500 private Firm Units except as described below (the “Sponsor Placement Units”) at a purchase price of $ $10.00 per Sponsor Placement Unit simultaneously with the Closing Date, and (ii) an additional number of Sponsor Units (up to a maximum of 65,625 Sponsor Units) that is necessary to maintain in the Trust Account an amount equal to $ per Public Security at a purchase price of $ per Sponsor 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 In conjunction with their investment in the Placement Units, the Underwriters or their designees will also purchase price for membership interests in the Sponsor Units for a total of $2,000 (or $2,300 if the overallotment option is exercised in full) as an investment in a portion of the Founder Shares held by the Sponsor, pursuant to a separate private placement intended to be sold exempt from registration under the Act pursuant to Section 4(a)(2) of the Act that will close simultaneously with the closing of the Public Offering and the Unit Private Placement (as defined below). Upon the closing of such offerings, such membership interests will collectively represent a pecuniary interest in 200,000 (or 230,000 if the Over-allotment Option is exercised in full) Founder Shares. The private placement of the Placement Units is referred to herein as the “Unit Private Placement.” The private placement of the membership interests of the Sponsor with the Underwriters is referred to herein as the “Sponsor Interests Private Placement.” The Warrants included in the Private Placement is being held in escrow on Units are referred to herein as the date hereof by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, counsel to the Company. “Placement Warrants.” The Sponsor Units will generally be identical to the Firm Placement Units. However, the Insiders have agreed (A) to vote their shares of Common Stock underlying and Placement Warrants included in the Sponsor Units (Placement Units, and the shares of Common Stock issuable upon exercise of the Placement Warrants, are hereinafter referred to collectively as the “Private Shares”) in favor of any proposed Business Combination, (B) not to propose, or vote in favor of, an amendment to the Company’s Amended and Restated Certificate of Incorporation with respect to its pre-Business Combination activities prior to the consummation of such Business Combination, (C) not to convert any Private Shares in connection with a stockholder vote to approve a proposed initial Business Combination or a vote to amend the provisions of the Company’s Amended and Restated Certificate of Incorporation relating to stockholders’ rights or pre-Business Combination activity and (D) to waive any liquidation distribution with respect to the Private Shares that might otherwise be available from funds held outside of the Trust Account. None of the Sponsor Units (and underlying securities) may be sold, assigned or transferred by the initial purchasers or their affiliates until after the consummation of a Business Combination (except in certain limited situations). Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Units sold in the Unit Private Placement or the membership interests of the Sponsor sold in the Sponsor Interests Private Placement. The Placement Units are identical to the Firm Units except that the Placement Warrants will be non-redeemable by the Company and may be exercised on a cashless basis so long as they are held by the initial purchasers (including the Underwriters) or their permitted transferees. None of the Placement Securities may be sold, assigned or transferred by the initial purchasers (including the Underwriters) or their permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Public Securities, the Placement Securities and the Founder Shares are hereinafter referred to collectively as the “Securities.”

Private Placements. 1.4.1. The Company has issued to certain persons DeTiger Holdings Limited (the “Sponsor”) and entities referenced in Part II, Item 15 of the Registration Statement Company’s officers and directors (collectively, the “Insiders”), for aggregate consideration of $25,000, 2,012,500 shares of Common Stock 1,725,000 Ordinary Shares (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 hereof). The Insiders shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a Business Combination within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Insiders shall not have conversion rights with respect to the Insider Shares. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 315,000 225,000 of the Insider Shares shall be subject to forfeiture by certain of the InsidersSponsor. The Insiders Sponsor will be required to forfeit only a number of shares of Common Stock Ordinary Shares necessary to maintain their the Insiders’ 20% ownership interest in the shares of Common Stock Ordinary Shares after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the purchase of the Sponsor Private Units and any shares purchased in the Offering). 1.4.2. The Insiders Simultaneously with the Closing Date, the Sponsor (and/or its designees) and the Representative have committed, (and/or its designees) will purchase from the Company pursuant to Subscription Agreements (as defined in Section 2.24.2 hereof), to purchase from the Company (i) an aggregate of 542,500 private Units (290,000 and 30,000 Units, respectively, the “Sponsor Private Units”) at a purchase price of $ $10.00 per Sponsor Private Unit simultaneously with the Closing Date, and (ii) an additional number of Sponsor Units (up to a maximum of 65,625 Sponsor Units) that is necessary to maintain in the Trust Account an amount equal to $ per Public Security at a purchase price of $ per Sponsor Unit, in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Act. The purchase price for terms of the Sponsor Private Units to be sold are as described in the Private Placement is being held Prospectus (as defined in escrow on the date hereof by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, counsel to the Company. The Sponsor Units will generally be identical to the Firm Units. However, the Insiders have agreed (A) to vote their shares of Common Stock underlying the Sponsor Units (the “Private Shares”) in favor of any proposed Business Combination, (B) not to propose, or vote in favor of, an amendment to the Company’s Amended and Restated Certificate of Incorporation with respect to its pre-Business Combination activities prior to the consummation of such Business Combination, (C) not to convert any Private Shares in connection with a stockholder vote to approve a proposed initial Business Combination or a vote to amend the provisions of the Company’s Amended and Restated Certificate of Incorporation relating to stockholders’ rights or pre-Business Combination activity and (D) to waive any liquidation distribution with respect to the Private Shares that might otherwise be available from funds held outside of the Trust Account. None of the Sponsor Units (and underlying securities) may be sold, assigned or transferred by the initial purchasers or their affiliates until after the consummation of a Business Combination (except in certain limited situationsSection 2.1.1). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Unit Private Placement. The purchasers have also agreed that, in the event the Representative has exercised the Over-allotment Option, they will purchase up to 30,471 and 3,279 additional Private Units, respectively, on a pro-rata basis, such that the proceeds from the sale of the Option Units and additional Private Units (together with the additional Sponsor Warrants described below) shall equal $10.20 per Option Unit. 1.4.3. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to a Subscription Agreement, an aggregate of 1,800,000 warrants (the “Sponsor Warrants” and together with the Private Units, the “Private Securities”) at a purchase price of $0.50 per Sponsor Warrant in a private placement (the “Sponsor Warrant Private Placement” and together with the Unit Private Placement, the “Private Placements”) intended to be exempt from registration under the Act. The terms of the Sponsor Warrants are as described in the Prospectus. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Sponsor Warrant Private Placement. The purchasers have also agreed that, in the event the Representative has exercised the Over-allotment Option, they will purchase up to 270,000 additional Sponsor Warrants such that the proceeds from the sale of the Option Units and additional Sponsor Warrants, together with additional Private Units described above in Section 1.4.2, shall equal $10.20 per Option Unit.

Private Placements. 1.4.11.3.1. The On April 8, 2021, the Company has issued to certain persons and entities referenced in Part an affiliate of LIV Capital Acquisition Sponsor II, Item 15 of the Registration Statement L.P (collectively, the “InsidersSponsor”), for aggregate consideration of $25,000, 2,012,500 an aggregate of 2,875,000 Class B ordinary shares of Common Stock (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(24(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Sponsor and each other holder of the Insider Shares Shares, including the Company’s officers, directors or their affiliates or designees (collectively, the “Insiders”), shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 hereof)Registration Statement. The Insiders Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Insiders Sponsor shall not have conversion rights with respect to the Insider SharesShares nor shall it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination or any amendment to the Charter Documents (defined below) prior to the consummation of a Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 315,000 375,000 of the Insider Shares shall be subject to forfeiture by certain of the Insiders. The Insiders will be required to forfeit only a number of shares of Common Stock forfeited in an amount necessary to maintain their the Insiders’ 20% ownership interest in the shares of Common Stock Ordinary Shares after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the purchase of the Sponsor Units Representative’s Founder Shares (defined below) and any shares purchased in the Offering by the Insiders. 1.3.2. On July 9, 2021, the Company issued to the Representative and its designees, for an aggregate of $5.00, 50,000 Ordinary Shares (the “Representative’s Founder Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. In October 2021, the Company issued to the Representative and its designees an additional 50,000 Ordinary Shares. In January 2022, the Company issued to the Representative and its designees an additional 60,000 Ordinary Shares, for a total of 160,000 Representative’s Founder Shares, in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Representative’s Founder Shares. The holders of the Representative’s Founder Shares have agreed not to transfer, assign or sell any Representative’s Founder Shares without the Company’s prior consent until 30 days after the completion of a Business Combination. The Representative’s Founder Shares are identical to the Ordinary Shares included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion or redemption rights with respect to such Representative’s Founder Shares and shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination or amendment to the Charter Documents (as defined below) relating to pre-Business Combination activity and (ii) will have no right to any liquidation distributions with respect to any portion of the Representative’s Founder Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the Representative’s Founder Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Founder Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Representative’s Founder Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Founder Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s Founder Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). 1.4.21.3.3. The Insiders Simultaneously with the Closing Date, the Sponsor and the Representative have committed, (and/or its designees) will purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 hereofbelow), to purchase from the Company (i) an aggregate of 542,500 private Units 5,500,000 warrants (the “Sponsor UnitsPrivate Warrants” or “Private Securities”) at a purchase price of $ $1.00 per Sponsor Unit simultaneously with the Closing Date, and (ii) an additional number of Sponsor Units (up to a maximum of 65,625 Sponsor Units) that is necessary to maintain in the Trust Account an amount equal to $ per Public Security at a purchase price of $ per Sponsor Unit, Private Warrant in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, with the Sponsor purchasing 5,000,000 Private Warrants and the Representative and/or its designees purchasing 500,000 Private Warrants. The purchase price for terms of the Sponsor Units to be sold Private Warrants are as described in the Private Placement is being held Prospectus (as defined in escrow on the date hereof by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, counsel to the Company. The Sponsor Units will generally be identical to the Firm Units. However, the Insiders have agreed (A) to vote their shares of Common Stock underlying the Sponsor Units (the “Private Shares”) in favor of any proposed Business Combination, (B) not to propose, or vote in favor of, an amendment to the Company’s Amended and Restated Certificate of Incorporation with respect to its pre-Business Combination activities prior to the consummation of such Business Combination, (C) not to convert any Private Shares in connection with a stockholder vote to approve a proposed initial Business Combination or a vote to amend the provisions of the Company’s Amended and Restated Certificate of Incorporation relating to stockholders’ rights or pre-Business Combination activity and (D) to waive any liquidation distribution with respect to the Private Shares that might otherwise be available from funds held outside of the Trust Account. None of the Sponsor Units (and underlying securities) may be sold, assigned or transferred by the initial purchasers or their affiliates until after the consummation of a Business Combination (except in certain limited situationsSection 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement.

Private Placements. 1.4.11.3.1. The On April 8, 2021, the Company has issued to certain persons and entities referenced in Part an affiliate of LIV Capital Acquisition Sponsor II, Item 15 of the Registration Statement L.P (collectively, the “InsidersSponsor”), for aggregate consideration of $25,000, 2,012,500 an aggregate of 2,875,000 Class B ordinary shares of Common Stock (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(24(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Sponsor and each other holder of the Insider Shares Shares, including the Company’s officers, directors or their affiliates or designees (collectively, the “Insiders”), shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 hereof)Registration Statement. The Insiders Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Insiders Sponsor shall not have conversion rights with respect to the Insider SharesShares nor shall it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination or any amendment to the Charter Documents (defined below) prior to the consummation of a Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 315,000 375,000 of the Insider Shares shall be subject to forfeiture by certain of the Insiders. The Insiders will be required to forfeit only a number of shares of Common Stock forfeited in an amount necessary to maintain their the Insiders’ 20% ownership interest in the shares of Common Stock Ordinary Shares after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the purchase of the Sponsor Units Representative’s Founder Shares (defined below) and any shares purchased in the Offering by the Insiders. 1.3.2. On July 9, 2021, the Company issued to the Representative and its designees, for an aggregate of $5.00, 50,000 Ordinary Shares (the “Representative’s Founder Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. In October 2021, the Company issued to the Representative and its designees an additional 50,000 Ordinary Shares, for a total of 100,000 Representative’s Founder Shares, in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Representative’s Founder Shares. The holders of the Representative’s Founder Shares have agreed not to transfer, assign or sell any Representative’s Founder Shares without the Company’s prior consent until 30 days after the completion of a Business Combination. The Representative’s Founder Shares are identical to the Ordinary Shares included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion or redemption rights with respect to such Representative’s Founder Shares and shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination or amendment to the Charter Documents (as defined below) relating to pre-Business Combination activity and (ii) will have no right to any liquidation distributions with respect to any portion of the Representative’s Founder Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the Representative’s Founder Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Founder Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Representative’s Founder Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Founder Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s Founder Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). 1.4.21.3.3. The Insiders and Simultaneously with the Representative have committedClosing Date, the Sponsor will purchase from the Company pursuant to the Subscription Agreements Agreement (as defined in Section 2.24.2 hereofbelow), to purchase from the Company (i) an aggregate of 542,500 private Units 4,500,000 warrants (the “Sponsor UnitsPrivate Warrants” or “Private Securities”) at a purchase price of $ $1.00 per Sponsor Unit simultaneously with the Closing Date, and (ii) an additional number of Sponsor Units (up to a maximum of 65,625 Sponsor Units) that is necessary to maintain in the Trust Account an amount equal to $ per Public Security at a purchase price of $ per Sponsor Unit, Private Warrant in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The purchase price for terms of the Sponsor Units to be sold Private Warrants are as described in the Private Placement is being held Prospectus (as defined in escrow on the date hereof by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, counsel to the Company. The Sponsor Units will generally be identical to the Firm Units. However, the Insiders have agreed (A) to vote their shares of Common Stock underlying the Sponsor Units (the “Private Shares”) in favor of any proposed Business Combination, (B) not to propose, or vote in favor of, an amendment to the Company’s Amended and Restated Certificate of Incorporation with respect to its pre-Business Combination activities prior to the consummation of such Business Combination, (C) not to convert any Private Shares in connection with a stockholder vote to approve a proposed initial Business Combination or a vote to amend the provisions of the Company’s Amended and Restated Certificate of Incorporation relating to stockholders’ rights or pre-Business Combination activity and (D) to waive any liquidation distribution with respect to the Private Shares that might otherwise be available from funds held outside of the Trust Account. None of the Sponsor Units (and underlying securities) may be sold, assigned or transferred by the initial purchasers or their affiliates until after the consummation of a Business Combination (except in certain limited situationsSection 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor has also agreed that, in the event the Over-allotment Option is exercised, it will purchase up to 450,000 additional Private Warrants and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Warrants into the Trust Account such that the amount of funds in the Trust Account shall be $10.10 per Public Share sold in the Offering.

Private Placements. 1.4.1. The Company has issued to certain persons Zhengqi International Holding Limited (the “Sponsor”) and entities referenced in Part II, Item 15 of the Registration Statement Company’s officers and directors (collectively, the “Insiders”), for aggregate consideration of $25,000, 2,012,500 shares of Common Stock 1,437,500 Ordinary Shares (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(24(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 hereof). The Insiders shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a Business Combination within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Insiders shall not have conversion rights with respect to the Insider Shares. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 315,000 187,500 of the Insider Shares shall be subject to forfeiture by certain of the InsidersSponsor. The Insiders Sponsor will be required to forfeit only a number of shares of Common Stock Ordinary Shares necessary to maintain their the Insiders’ 20% ownership interest in the shares of Common Stock Ordinary Shares after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the purchase of the Sponsor Private Units and any shares purchased in the Offering). 1.4.2. The Insiders Simultaneously with the Closing Date, the Sponsor (and/or its designees) and the Representative have committed, (and/or its designees) will purchase from the Company pursuant to Subscription Agreements (as defined in Section 2.24.2 hereof), to purchase from the Company (i) an aggregate of 542,500 private Units (352,500 and 25,000 Units, respectively, the “Sponsor Private Units”) at a purchase price of $ $10.00 per Sponsor Private Unit simultaneously with the Closing Date, and (ii) an additional number of Sponsor Units (up to a maximum of 65,625 Sponsor Units) that is necessary to maintain in the Trust Account an amount equal to $ per Public Security at a purchase price of $ per Sponsor Unit, in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The purchase price for terms of the Sponsor Private Units to be sold are as described in the Private Placement is being held Prospectus (as defined in escrow on the date hereof by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, counsel to the Company. The Sponsor Units will generally be identical to the Firm Units. However, the Insiders have agreed (A) to vote their shares of Common Stock underlying the Sponsor Units (the “Private Shares”) in favor of any proposed Business Combination, (B) not to propose, or vote in favor of, an amendment to the Company’s Amended and Restated Certificate of Incorporation with respect to its pre-Business Combination activities prior to the consummation of such Business Combination, (C) not to convert any Private Shares in connection with a stockholder vote to approve a proposed initial Business Combination or a vote to amend the provisions of the Company’s Amended and Restated Certificate of Incorporation relating to stockholders’ rights or pre-Business Combination activity and (D) to waive any liquidation distribution with respect to the Private Shares that might otherwise be available from funds held outside of the Trust Account. None of the Sponsor Units (and underlying securities) may be sold, assigned or transferred by the initial purchasers or their affiliates until after the consummation of a Business Combination (except in certain limited situationsSection 2.1.1). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The purchasers have also agreed that, in the event the Representative has exercised the Over-allotment Option, they will purchase up to 37,671 and 1,704 additional Private Units, respectively, on a pro-rata basis, and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.20 per Public Share sold in the Offering.

Private Placements. 1.4.1. The Company has issued to certain persons the individuals and entities referenced set forth in Part II, Item 15 of the Registration Statement (collectively, the “InsidersSponsors”), for aggregate consideration of $25,000, 2,012,500 1,150,000 shares of Common Stock (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(24(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 hereof). The Insiders Sponsors shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a Business Combination within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Insiders Sponsors shall not have conversion rights with respect to the Insider Shares. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 315,000 150,000 of the Insider Shares shall be subject to forfeiture by certain of the InsidersSponsors. The Insiders Sponsors will be required to forfeit only a number of shares of Common Stock necessary to maintain their the Sponsors’ 20% ownership interest in the shares of Common Stock after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the purchase of the Sponsor Private Units and any shares purchased in the Offering). 1.4.2. The Insiders Sponsors and the Representative (and/or its designees) have committed, pursuant to Subscription Agreements (as defined in Section 2.24.2 hereof), to purchase from the Company (i) an aggregate of 542,500 295,000 private Units (the “Sponsor Private Units”) (285,000 by the Sponsors and 10,000 by the Representative) at a purchase price of $ $10.00 per Sponsor Unit Private Unit, simultaneously with the Closing Date, and (ii) an additional number of Sponsor Units (up to a maximum of 65,625 Sponsor Units) that is necessary to maintain in the Trust Account an amount equal to $ per Public Security at a purchase price of $ per Sponsor Unit, in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The purchase price for the Sponsor Private Units to be sold in the Private Placement is being held in escrow on the date hereof by K▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, counsel to the Company▇▇ & F▇▇▇▇▇▇ LLP (“KL”). The Sponsor Units will generally be identical to the Firm Units. However, the Insiders have agreed (A) to vote their shares of Common Stock underlying the Sponsor Units (the “Private Shares”) in favor of any proposed Business Combination, (B) not to propose, or vote in favor of, an amendment to the Company’s Amended and Restated Certificate of Incorporation with respect to its pre-Business Combination activities prior to the consummation of such Business Combination, (C) not to convert any Private Shares in connection with a stockholder vote to approve a proposed initial Business Combination or a vote to amend the provisions terms of the Company’s Amended and Restated Certificate of Incorporation relating to stockholders’ rights or pre-Business Combination activity and Private Units are described in the Prospectus (D) to waive any liquidation distribution with respect to the Private Shares that might otherwise be available from funds held outside of the Trust Account. None of the Sponsor Units (and underlying securities) may be sold, assigned or transferred by the initial purchasers or their affiliates until after the consummation of a Business Combination (except as defined in certain limited situationsSection 2.1.1). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement.

Private Placements. 1.4.1. The Company has issued to certain persons the individuals and entities referenced set forth in Part II, Item 15 of the Registration Statement (collectively, the “InsidersSponsors”), for aggregate consideration of $25,000, 2,012,500 1,150,000 shares of Common Stock (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(24(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 hereof). The Insiders Sponsors shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a Business Combination within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Insiders Sponsors shall not have conversion rights with respect to the Insider Shares. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 315,000 150,000 of the Insider Shares shall be subject to forfeiture by certain of the InsidersSponsors. The Insiders Sponsors will be required to forfeit only a number of shares of Common Stock necessary to maintain their the Sponsors’ 20% ownership interest in the shares of Common Stock after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the purchase of the Sponsor Private Units and any shares purchased in the Offering). 1.4.2. The Insiders Sponsors and the Representative (and/or its designees) have committed, pursuant to Subscription Agreements (as defined in Section 2.24.2 hereof), to purchase from the Company (i) an aggregate of 542,500 295,000 private Units (the “Sponsor Private Units”) (285,000 by the Sponsors and 10,000 by the Representative) at a purchase price of $ $10.00 per Sponsor Unit Private Unit, simultaneously with the Closing Date, and (ii) an additional number of Sponsor Units (up to a maximum of 65,625 Sponsor Units) that is necessary to maintain in the Trust Account an amount equal to $ per Public Security at a purchase price of $ per Sponsor Unit, in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The purchase price for the Sponsor Private Units to be sold in the Private Placement is being held in escrow on the date hereof by K▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, counsel to the Company▇▇ & F▇▇▇▇▇▇ LLP (“KL”). The Sponsor Units will generally be identical to the Firm Units. However, the Insiders have agreed (A) to vote their shares of Common Stock underlying the Sponsor Units (the “Private Shares”) in favor of any proposed Business Combination, (B) not to propose, or vote in favor of, an amendment to the Company’s Amended and Restated Certificate of Incorporation with respect to its pre-Business Combination activities prior to the consummation of such Business Combination, (C) not to convert any Private Shares in connection with a stockholder vote to approve a proposed initial Business Combination or a vote to amend the provisions terms of the Company’s Amended and Restated Certificate of Incorporation relating to stockholders’ rights or pre-Business Combination activity and Private Units are described in the Prospectus (D) to waive any liquidation distribution with respect to the Private Shares that might otherwise be available from funds held outside of the Trust Account. None of the Sponsor Units (and underlying securities) may be sold, assigned or transferred by the initial purchasers or their affiliates until after the consummation of a Business Combination (except as defined in certain limited situationsSection 2.1.1). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement.. [·], 2015

Private Placements. 1.4.1. The Company has issued to certain persons and entities referenced in Part IICoronado Biosciences, Item 15 of the Registration Statement Inc. (collectively, the “InsidersSponsor”), for aggregate consideration of $25,000, 2,012,500 shares of Common Stock 1,150,000 Ordinary Shares (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(24(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 hereof). The Insiders Sponsor subsequently transferred an aggregate of 30,000 Insider Shares to the Company’s directors (the Sponsor and such transferees hereafter collectively referred to as the “Initial Shareholders”). The Initial Shareholders shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a Business Combination within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Insiders Initial Shareholders shall not have conversion rights with respect to the Insider Shares. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 315,000 150,000 of the Insider Shares shall be subject to forfeiture by certain of the InsidersSponsor. The Insiders Sponsor will be required to forfeit only a number of shares of Common Stock Ordinary Shares necessary to maintain their the Initial Shareholders’ 20% ownership interest in the shares of Common Stock Ordinary Shares after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the purchase of the Sponsor Private Units and any shares purchased in the Offering). 1.4.2. The Insiders Sponsor and the Representative (and/or its designees) have committed, pursuant to Subscription Agreements (as defined in Section 2.24.2 hereof), to purchase from the Company (i) an aggregate of 542,500 285,000 private Units (the “Sponsor Private Units”) (265,000 by the Sponsor and 20,000 by the Representative) at a purchase price of $ $10.00 per Sponsor Unit Private Unit, simultaneously with the Closing Date, and (ii) an additional number of Sponsor Units (up to a maximum of 65,625 Sponsor Units) that is necessary to maintain in the Trust Account an amount equal to $ per Public Security at a purchase price of $ per Sponsor Unit, in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The Representative has also committed to purchase an additional number of Private Units (up to a maximum of 3,000 Private Units) at a purchase price of $10.00 per Sponsor Unit pro data with the amount of the Over-allotment Option exercised. The purchase price for the Sponsor Private Units to be sold in the Private Placement is being held in escrow on the date hereof by ▇G▇▇▇▇▇▇▇ M▇▇▇▇▇▇, counsel to the Company▇ LLP. The Sponsor Units will generally be identical to the Firm Units. However, the Insiders have agreed (A) to vote their shares of Common Stock underlying the Sponsor Units (the “Private Shares”) in favor of any proposed Business Combination, (B) not to propose, or vote in favor of, an amendment to the Company’s Amended and Restated Certificate of Incorporation with respect to its pre-Business Combination activities prior to the consummation of such Business Combination, (C) not to convert any Private Shares in connection with a stockholder vote to approve a proposed initial Business Combination or a vote to amend the provisions terms of the Company’s Amended and Restated Certificate of Incorporation relating to stockholders’ rights or pre-Business Combination activity and Private Units are described in the Prospectus (D) to waive any liquidation distribution with respect to the Private Shares that might otherwise be available from funds held outside of the Trust Account. None of the Sponsor Units (and underlying securities) may be sold, assigned or transferred by the initial purchasers or their affiliates until after the consummation of a Business Combination (except as defined in certain limited situationsSection 2.1.1). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement.

Private Placements. 1.4.1. The Company has issued to certain persons Zhengqi International Holding Limited (the “Sponsor”) and entities referenced in Part II, Item 15 of the Registration Statement Company’s officers and directors (collectively, the “Insiders”), for aggregate consideration of $25,000, 2,012,500 shares of Common Stock 1,437,500 Ordinary Shares (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(24(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 hereof). The Insiders shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a Business Combination within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Insiders shall not have conversion rights with respect to the Insider Shares. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 315,000 187,500 of the Insider Shares shall be subject to forfeiture by certain of the InsidersSponsor. The Insiders Sponsor will be required to forfeit only a number of shares of Common Stock Ordinary Shares necessary to maintain their the Insiders’ 20% ownership interest in the shares of Common Stock Ordinary Shares after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the purchase of the Sponsor Private Units and any shares purchased in the Offering). 1.4.2. The Insiders Simultaneously with the Closing Date, the Sponsor (and/or its designees) and the Representative have committed, (and/or its designees) will purchase from the Company pursuant to Subscription Agreements (as defined in Section 2.24.2 hereof), to purchase from the Company (i) an aggregate of 542,500 private Units (452,500 and 25,000 Units, respectively, the “Sponsor Private Units”) at a purchase price of $ $10.00 per Sponsor Private Unit simultaneously with the Closing Date, and (ii) an additional number of Sponsor Units (up to a maximum of 65,625 Sponsor Units) that is necessary to maintain in the Trust Account an amount equal to $ per Public Security at a purchase price of $ per Sponsor Unit, in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The purchase price for terms of the Sponsor Private Units to be sold are as described in the Private Placement is being held Prospectus (as defined in escrow on the date hereof by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, counsel to the Company. The Sponsor Units will generally be identical to the Firm Units. However, the Insiders have agreed (A) to vote their shares of Common Stock underlying the Sponsor Units (the “Private Shares”) in favor of any proposed Business Combination, (B) not to propose, or vote in favor of, an amendment to the Company’s Amended and Restated Certificate of Incorporation with respect to its pre-Business Combination activities prior to the consummation of such Business Combination, (C) not to convert any Private Shares in connection with a stockholder vote to approve a proposed initial Business Combination or a vote to amend the provisions of the Company’s Amended and Restated Certificate of Incorporation relating to stockholders’ rights or pre-Business Combination activity and (D) to waive any liquidation distribution with respect to the Private Shares that might otherwise be available from funds held outside of the Trust Account. None of the Sponsor Units (and underlying securities) may be sold, assigned or transferred by the initial purchasers or their affiliates until after the consummation of a Business Combination (except in certain limited situationsSection 2.1.1). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The purchasers have also agreed that, in the event the Representative has exercised the Over-allotment Option, they will purchase up to 45,171 and 9,204 additional Private Units, respectively, on a pro-rata basis, and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.40 per Public Share sold in the Offering.

Private Placements. 1.4.1. The Company has issued to certain persons DeTiger Holdings Limited (the “Sponsor”) and entities referenced in Part II, Item 15 of the Registration Statement Company’s officers and directors (collectively, the “Insiders”), for aggregate consideration of $25,000, 2,012,500 shares of Common Stock 1,725,000 Ordinary Shares (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 hereof). The Insiders shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a Business Combination within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Insiders shall not have conversion rights with respect to the Insider Shares. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 315,000 225,000 of the Insider Shares shall be subject to forfeiture by certain of the InsidersSponsor. The Insiders Sponsor will be required to forfeit only a number of shares of Common Stock Ordinary Shares necessary to maintain their the Insiders’ 20% ownership interest in the shares of Common Stock Ordinary Shares after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the purchase of the Sponsor Private Units and any shares purchased in the Offering). 1.4.2. The Insiders Simultaneously with the Closing Date, the Sponsor and the Representative have committed, (and/or its designees) will purchase from the Company pursuant to Subscription Agreements (as defined in Section 2.24.2 hereof), to purchase from the Company (i) an aggregate of 542,500 private Units (320,000 and 30,000 Units, respectively, the “Sponsor Private Units”) at a purchase price of $ $10.00 per Sponsor Private Unit simultaneously with the Closing Date, and (ii) an additional number of Sponsor Units (up to a maximum of 65,625 Sponsor Units) that is necessary to maintain in the Trust Account an amount equal to $ per Public Security at a purchase price of $ per Sponsor Unit, in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The purchase price for terms of the Sponsor Private Units to be sold are as described in the Private Placement is being held Prospectus (as defined in escrow on the date hereof by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, counsel to the Company. The Sponsor Units will generally be identical to the Firm Units. However, the Insiders have agreed (A) to vote their shares of Common Stock underlying the Sponsor Units (the “Private Shares”) in favor of any proposed Business Combination, (B) not to propose, or vote in favor of, an amendment to the Company’s Amended and Restated Certificate of Incorporation with respect to its pre-Business Combination activities prior to the consummation of such Business Combination, (C) not to convert any Private Shares in connection with a stockholder vote to approve a proposed initial Business Combination or a vote to amend the provisions of the Company’s Amended and Restated Certificate of Incorporation relating to stockholders’ rights or pre-Business Combination activity and (D) to waive any liquidation distribution with respect to the Private Shares that might otherwise be available from funds held outside of the Trust Account. None of the Sponsor Units (and underlying securities) may be sold, assigned or transferred by the initial purchasers or their affiliates until after the consummation of a Business Combination (except in certain limited situationsSection 2.1.1). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement.. The purchasers have also agreed that, in the event the Representative has exercised the Over-allotment Option, they will purchase up to 34,971 and 3,279 additional Private Units, respectively, on a pro-rata basis, such that the proceeds from the sale of the Option Units and additional Private Units shall equal $10.10 per Option Unit. , 2014

Private Placements. 1.4.11.3.1. The Company has issued Prior to certain persons and entities referenced in Part II, Item 15 the date of the Registration Statement (collectivelythis Agreement, the “Insiders”), for Company issued an aggregate consideration of $25,000, 2,012,500 2,875,000 shares of Common Stock (the “Insider Shares”) for an aggregate of $25,000 in a private placement intended to be exempt from registration under Section 4(24(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 hereof)Registration Statement. The Insiders holders of the Insider Shares shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a any proposed Business Combination within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Insiders holders of the Insider Shares shall not have conversion rights with respect to the Insider SharesShares nor shall they be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 315,000 375,000 of the Insider Shares shall be subject to forfeiture by certain of the Insiders. The Insiders will be required to forfeit only a number of shares of Common Stock forfeited in an amount necessary to maintain their the holders’ 20% ownership interest in the shares of Common Stock after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the purchase of Representative’s Shares any shares included in the Sponsor Private Units (defined below) and any shares purchased in the OfferingOffering by the Company’s officers, directors or their affiliates (“Insiders”)). 1.4.21.3.2. Prior to the date of this Agreement, the Company issued to the Representative and its designees, for an aggregate of $35.00, 350,000 shares of Common Stock (the “Representative’s Shares”) in private placements intended to be exempt from registration under Section 4(a)(2) of the Act. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Representative’s Shares. The Insiders holders of the Representative’s Shares have agreed not to transfer, assign or sell any Representative’s Shares without the Company’s prior consent until the completion of an initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”). The Representative’s Shares are identical to the shares of Common Stock included in the Subunits Units except the holders (i) shall not be entitled to exercise any conversion or redemption rights with respect to such Representative’s Shares and shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination or amendment to the Charter Documents (as defined below) relating to pre-Business Combination activity and (ii) will have no right to any liquidation distributions with respect to any portion of the Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). 1.3.3. Simultaneously with the Closing Date, Ackrell SPAC Sponsors I LLC (the “Sponsor”) and the Representative have committed, (and/or their designees) will purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 hereofbelow), to purchase from the Company (i) an aggregate of 542,500 private Units 425,000 (the “Sponsor Private Units”) at a purchase price of $ $10.00 per Sponsor Private Unit simultaneously with the Closing Date, and (ii) an additional number of Sponsor Units (up to a maximum of 65,625 Sponsor Units) that is necessary to maintain in the Trust Account an amount equal to $ per Public Security at a purchase price of $ per Sponsor Unit, in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, of which the Sponsor will purchase 375,000 Private Units and the Representative and/or its designees will purchase 50,000 Private Units. The purchase price for terms of the Sponsor Private Units to be sold are as described in the Private Placement is being held Prospectus (as defined in escrow on the date hereof by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, counsel to the Company. The Sponsor Units will generally be identical to the Firm Units. However, the Insiders have agreed (A) to vote their shares of Common Stock underlying the Sponsor Units (the “Private Shares”) in favor of any proposed Business Combination, (B) not to propose, or vote in favor of, an amendment to the Company’s Amended and Restated Certificate of Incorporation with respect to its pre-Business Combination activities prior to the consummation of such Business Combination, (C) not to convert any Private Shares in connection with a stockholder vote to approve a proposed initial Business Combination or a vote to amend the provisions of the Company’s Amended and Restated Certificate of Incorporation relating to stockholders’ rights or pre-Business Combination activity and (D) to waive any liquidation distribution with respect to the Private Shares that might otherwise be available from funds held outside of the Trust Account. None of the Sponsor Units (and underlying securities) may be sold, assigned or transferred by the initial purchasers or their affiliates until after the consummation of a Business Combination (except in certain limited situationsSection 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have also agreed that, in the event the Over-allotment Option is exercised, they and/or their designees will purchase up to 45,000 additional Private Units (of which up to 37,500 Private Units would be purchased by the Sponsor and up to 7,500 Private Units would be purchased by the Representative and/or its designees) and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.10 per Public Share sold in the Offering.

Private Placements. 1.4.1. The Company has issued to certain persons Cambridge Capital LLC (“Cambridge”) and entities referenced in Part II, Item 15 of the Registration Statement (collectively, the “Insiders”)▇▇▇▇▇▇ Family 2007 Trust, for aggregate consideration of $25,000, 2,012,500 shares of Common Stock (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(2) of the Securities Act of 1933, as amended (the “Act”). Such entities subsequently transferred an aggregate of 445,000 Insider Shares to various third parties as described under the heading “Certain Transactions” in the Prospectus (defined below) (collectively, the “Insiders”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 hereof). The Insiders shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a Business Combination within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Insiders shall not have conversion rights with respect to the Insider Shares. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 315,000 262,500 of the Insider Shares shall be subject to forfeiture by certain of the Insiders. The Insiders will be required to forfeit only a number of shares of Common Stock necessary to maintain their 20% ownership interest in the shares of Common Stock after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the purchase of the Sponsor Units and any shares purchased by the Insiders or Representative in the Offering). 1.4.2. The Insiders and the Representative (and/or their designees) have committed, pursuant to Subscription Agreements (as defined in Section 2.24.2 hereof), to purchase from the Company (i) an aggregate of 542,500 427,500 private Units (the “Sponsor Units”) at a purchase price of $ $10.00 per Sponsor Unit simultaneously with the Closing Date, and (ii) an additional number of Sponsor Units (up to a maximum of 65,625 44,625 Sponsor Units) pro rata with the amount of the Over-allotment Option exercised so that at least $10.10 per share of Common Stock sold to the public in the Offering is necessary to maintain held in the Trust Account an amount equal to $ per Public Security at a purchase price if the Over-allotment Option is exercised in full simultaneously with the closing of $ per Sponsor Unitthe Over-allotment Option, in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The purchase price for the Sponsor Units to be sold in the Private Placement is being held in escrow on the date hereof by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, counsel to the Company. The Sponsor Units will generally be identical to the Firm Units, except that the warrants included in the Sponsor Units (the “Sponsor Warrants”) will be exercisable for cash or on a cashless basis, at the holder’s option, and will not be redeemable by the Company, in each case so long as they are still held by the initial purchasers or their affiliates. HoweverAdditionally, the Insiders have agreed (A) to vote their shares of Common Stock underlying the Sponsor Units (the “Private Shares”) in favor of any proposed Business Combination, (B) not to propose, or vote in favor of, an amendment to the Company’s Amended and Restated Certificate of Incorporation with respect to its pre-Business Combination activities prior to the consummation of such Business Combination, (C) not to convert any Private Shares in connection with a stockholder vote to approve a proposed initial Business Combination or a vote to amend the provisions of the Company’s Amended and Restated Certificate of Incorporation relating to stockholders’ rights or pre-Business Combination activity and (D) to waive any liquidation distribution with respect to the Private Shares that might otherwise be available from funds held outside of the Trust Account. None of the Sponsor Units (and underlying securities) may be sold, assigned or transferred by the initial purchasers or their affiliates until after the consummation of a Business Combination (except in certain limited situations). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor Units, Sponsor Warrants, Private Shares and Common Stock issuable upon exercise of the Sponsor Warrants are hereinafter referred to collectively as the “Sponsor Securities.”

Private Placements. 1.4.1. The Company has issued to certain persons and entities referenced in Part II▇▇▇▇▇▇ Oakwood Investments, Item 15 of the Registration Statement LLC (collectively, the “InsidersSponsor”), ) for aggregate consideration of $25,000, 2,012,500 25,000 1,437,500 shares of Common Stock the Company’s Class F common stock (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(24(a)(2) of the Securities Act of 1933, as amended (the “Act”). The Insider Shares will automatically convert into Common Stock at the time of the Business Combination (as defined below) on a one-for-one basis, subject to adjustment as described in the Registration Statement. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 hereofbelow). The Insiders Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expensesperiod. The Insiders Sponsor shall not have conversion rights with respect to the Insider SharesShares nor shall they be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 315,000 187,500 of the Insider Shares shall be subject to forfeiture by certain of the InsidersSponsor. The Insiders Sponsor will be required to forfeit only a number of shares of Common Stock Insider Shares necessary to maintain their the Sponsor’s 20% beneficial ownership interest in the shares of Common Stock after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the purchase issuance of the Representative’s Shares and the purchase by the Sponsor of the Private Units (defined below) and any shares purchased in the Offering). 1.4.2. The Insiders Simultaneously with the Closing Date, the Sponsor (and/or its designees) and the Representative have committed, (and/or its designees) will purchase from the Company pursuant to Subscription Agreements (as defined in Section 2.24.2 hereofbelow), to purchase from the Company (i) an aggregate of 542,500 private 200,000 Units and 50,000 Units, respectively (the “Sponsor Private Units”) ), at a purchase price of $ $10.00 per Sponsor Private Unit simultaneously with the Closing Date, and (ii) an additional number of Sponsor Units (up to a maximum of 65,625 Sponsor Units) that is necessary to maintain in the Trust Account an amount equal to $ per Public Security at a purchase price of $ per Sponsor Unit, in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The purchase price for terms of the Sponsor Private Units to be sold are as described in the Private Placement is being held Prospectus (as defined in escrow on the date hereof by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, counsel to the Company. The Sponsor Units will generally be identical to the Firm Units. However, the Insiders have agreed (A) to vote their shares of Common Stock underlying the Sponsor Units (the “Private Shares”) in favor of any proposed Business Combination, (B) not to propose, or vote in favor of, an amendment to the Company’s Amended and Restated Certificate of Incorporation with respect to its pre-Business Combination activities prior to the consummation of such Business Combination, (C) not to convert any Private Shares in connection with a stockholder vote to approve a proposed initial Business Combination or a vote to amend the provisions of the Company’s Amended and Restated Certificate of Incorporation relating to stockholders’ rights or pre-Business Combination activity and (D) to waive any liquidation distribution with respect to the Private Shares that might otherwise be available from funds held outside of the Trust Account. None of the Sponsor Units (and underlying securities) may be sold, assigned or transferred by the initial purchasers or their affiliates until after the consummation of a Business Combination (except in certain limited situationsSection 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and Representative have also agreed that, in the event the Representative has exercised the Over-allotment Option, they (and/or their designees) will purchase up to 18,000 and 4,500 additional Private Units and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Offering. The purchase price for the Private Units shall have been delivered to CST&T or counsel for the Company or the Representative to hold in a separate escrow account at least 48 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.

Private Placements. 1.4.11.3.1. The In November 2020, the Company has issued to certain persons and entities referenced in Part II, Item 15 of the Registration Statement LRT Capital1 LLC (collectively, the “InsidersSponsor”), for aggregate consideration of $25,000, 2,012,500 3,593,750 Class B ordinary shares of Common Stock the Company (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(24(a)(2) of the Securities Act of 1933, as amended (the “Act”). On December 15, 2020, the Sponsor transferred 70,000 Insider Shares to an entity controlled by ▇▇▇▇ ▇▇▇▇▇▇▇, up to 35,000 of which are subject to repurchase by the Sponsor based on the achievement of certain milestones. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 hereof)Registration Statement. The Insiders Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a any proposed Business Combination within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Insiders Sponsor shall not have conversion rights with respect to the Insider SharesShares nor shall it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 315,000 468,750 of the Insider Shares shall be subject to forfeiture by certain of the Insiders. The Insiders will be required to forfeit only a number of shares of Common Stock forfeited in an amount necessary to maintain their the Sponsor’s 20% ownership interest in the shares of Common Stock Ordinary Shares after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the purchase of the Sponsor Units Representative’s Shares and any shares purchased in the OfferingOffering by the Company’s officers, directors or their affiliates (“Insiders”)). 1.4.21.3.2. In [December 2020], the Company issued to the Representative and its designees, for an aggregate of approximately $6.00, 60,000 Ordinary Shares (the “Representative’s Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Representative’s Shares. The Insiders holders of the Representative’s Shares have agreed not to transfer, assign or sell any Representative’s Shares without the Company’s prior consent until the completion of an initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”). The Representative’s Shares are identical to the Ordinary Shares included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion or redemption rights with respect to such Representative’s Shares and shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination or amendment to the Charter Documents (as defined below) relating to pre-Business Combination activity and (ii) will have no right to any liquidation distributions with respect to any portion of the Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative have committedor an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates (or book entry positions) for the Representative’s Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). 1.3.3. Simultaneously with the Closing Date, the Sponsor and the Underwriters (and/or their designees) will purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 hereofbelow), to purchase from the Company (i) an aggregate of 542,500 private Units 4,000,000 Warrants (the “Sponsor UnitsPrivate Warrants”) at a purchase price of $ $1.00 per Sponsor Unit simultaneously with the Closing Date, and (ii) an additional number of Sponsor Units (up to a maximum of 65,625 Sponsor Units) that is necessary to maintain in the Trust Account an amount equal to $ per Public Security at a purchase price of $ per Sponsor Unit, Private Warrant in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, of which the Sponsor will purchase 3,800,000 Private Warrants and the Underwriters and/or its designees will purchase 200,000 Private Warrants. The purchase price for terms of the Sponsor Units to be sold Private Warrants are as described in the Private Placement is being held Prospectus (as defined in escrow on the date hereof by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, counsel to the Company. The Sponsor Units will generally be identical to the Firm Units. However, the Insiders have agreed (A) to vote their shares of Common Stock underlying the Sponsor Units (the “Private Shares”) in favor of any proposed Business Combination, (B) not to propose, or vote in favor of, an amendment to the Company’s Amended and Restated Certificate of Incorporation with respect to its pre-Business Combination activities prior to the consummation of such Business Combination, (C) not to convert any Private Shares in connection with a stockholder vote to approve a proposed initial Business Combination or a vote to amend the provisions of the Company’s Amended and Restated Certificate of Incorporation relating to stockholders’ rights or pre-Business Combination activity and (D) to waive any liquidation distribution with respect to the Private Shares that might otherwise be available from funds held outside of the Trust Account. None of the Sponsor Units (and underlying securities) may be sold, assigned or transferred by the initial purchasers or their affiliates until after the consummation of a Business Combination (except in certain limited situationsSection 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Underwriters have also agreed that, in the event the Over-allotment Option is exercised, they and/or their designees will purchase up to 375,000 additional Private Warrants (of which up to 356,250 Private Warrants would be purchased by the Sponsor and up to 18,750 Private Warrants would be purchased by the Underwriters and/or its designees) and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Warrants into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Offering.

Private Placements. 1.4.1. The Company has originally issued to certain persons and entities referenced in Part IIDD3 Mex Acquisition Corp, Item 15 of the Registration Statement (collectively, the “InsidersSponsor”), for aggregate consideration of $25,000, 2,012,500 shares of Common Stock 1,473,500 Ordinary Shares (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(24(a)(2) of the Securities Act of 1933, as amended (the “Act”). In September 2018, the Sponsor forfeited 36,000 Insider Shares, leaving an aggregate of 1,437,500 Insider Shares outstanding. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and be subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 hereof)Registration Statement. The Insiders Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a any proposed Business Combination within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Insiders Sponsor shall not have conversion rights with respect to the Insider SharesShares nor shall it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 315,000 187,500 of the Insider Shares shall be subject to forfeiture by certain of the Insiders. The Insiders will be required to forfeit only a number of shares of Common Stock forfeited in an amount necessary to maintain their the Sponsor’s 20% ownership interest in the shares of Common Stock Ordinary Shares after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the purchase of Representative’s Shares, the Sponsor Private Units (as defined below) and any shares purchased in the OfferingOffering by the Sponsor or the Company’s officers or directors). 1.4.2. The Insiders and Simultaneously with the Representative have committedClosing Date, the Sponsor will purchase from the Company pursuant to the Subscription Agreements Agreement (as defined in Section 2.24.2 hereofbelow), to purchase from the Company (i) an aggregate of 542,500 private 225,000 Units (the “Sponsor Private Units”) at a purchase price of $ $10.00 per Sponsor Private Unit simultaneously with the Closing Date, and (ii) an additional number of Sponsor Units (up to a maximum of 65,625 Sponsor Units) that is necessary to maintain in the Trust Account an amount equal to $ per Public Security at a purchase price of $ per Sponsor Unit, in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The purchase price for terms of the Sponsor Private Units to be sold are as described in the Private Placement is being held Prospectus (as defined in escrow on the date hereof by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, counsel to the Company. The Sponsor Units will generally be identical to the Firm Units. However, the Insiders have agreed (A) to vote their shares of Common Stock underlying the Sponsor Units (the “Private Shares”) in favor of any proposed Business Combination, (B) not to propose, or vote in favor of, an amendment to the Company’s Amended and Restated Certificate of Incorporation with respect to its pre-Business Combination activities prior to the consummation of such Business Combination, (C) not to convert any Private Shares in connection with a stockholder vote to approve a proposed initial Business Combination or a vote to amend the provisions of the Company’s Amended and Restated Certificate of Incorporation relating to stockholders’ rights or pre-Business Combination activity and (D) to waive any liquidation distribution with respect to the Private Shares that might otherwise be available from funds held outside of the Trust Account. None of the Sponsor Units (and underlying securities) may be sold, assigned or transferred by the initial purchasers or their affiliates until after the consummation of a Business Combination (except in certain limited situationsSection 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement.. The Sponsor has also agreed that, in the event the Representative has exercised the Over-allotment Option, it will purchase up to 18,750 additional Private Units and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Offering. EarlyBirdCapital, Inc.October 11, 2018Page 6 of 44

Private Placements. 1.4.11.3.1. The Company has issued Prior to certain persons and entities referenced in Part II, Item 15 the date of the Registration Statement (collectivelythis Agreement, the “Insiders”), for Company issued an aggregate consideration of $25,000, 2,012,500 2,875,000 shares of Common Stock (the “Insider Shares”) for an aggregate of $5,000 in a private placement intended to be exempt from registration under Section 4(24(a)(2) of the Securities Act of 1933, as amended (the “Act”). On the date of this Agreement, the Company effected a stock dividend of 0.2 shares of Common Stock for each outstanding share of Common Stock (the “Dividend”), resulting in there being an aggregate of 3,450,000 Insider Shares outstanding. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 hereof)Registration Statement. The Insiders holders of the Insider Shares shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a any proposed Business Combination within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Insiders holders of the Insider Shares shall not have conversion rights with respect to the Insider SharesShares nor shall they be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 315,000 450,000 of the Insider Shares shall be subject to forfeiture by certain of the Insiders. The Insiders will be required to forfeit only a number of shares of Common Stock forfeited in an amount necessary to maintain their the holders’ 20% ownership interest in the shares of Common Stock after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the purchase of Representative’s Shares any shares included in the Sponsor Private Units (defined below) and any shares purchased in the OfferingOffering by the Company’s officers, directors or their affiliates (“Insiders”)). 1.4.21.3.2. As of the date of this Agreement, after giving effect to the Dividend and a contribution back to the Company’s capital of 40,000 shares, the Company has issued to the Representative and its designees, for an aggregate of $35.00, 380,000 shares of Common Stock (the “Representative’s Shares”) in private placements intended to be exempt from registration under Section 4(a)(2) of the Act. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Representative’s Shares. The Insiders holders of the Representative’s Shares have agreed not to transfer, assign or sell any Representative’s Shares without the Company’s prior consent until the completion of an initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”). The Representative’s Shares are identical to the shares of Common Stock included in the Subunits Units except the holders (i) shall not be entitled to exercise any conversion or redemption rights with respect to such Representative’s Shares and shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination or amendment to the Charter Documents (as defined below) relating to pre-Business Combination activity and (ii) will have no right to any liquidation distributions with respect to any portion of the Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). 1.3.3. Simultaneously with the Closing Date, Ackrell SPAC Sponsors I LLC (the “Sponsor”) and the Representative have committed, (and/or their designees) will purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 hereofbelow), to purchase from the Company (i) an aggregate of 542,500 private Units 485,000 (the “Sponsor Private Units”) at a purchase price of $ $10.00 per Sponsor Private Unit simultaneously with the Closing Date, and (ii) an additional number of Sponsor Units (up to a maximum of 65,625 Sponsor Units) that is necessary to maintain in the Trust Account an amount equal to $ per Public Security at a purchase price of $ per Sponsor Unit, in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, of which the Sponsor will purchase 425,000 Private Units and the Representative and/or its designees will purchase 60,000 Private Units. The purchase price for terms of the Sponsor Private Units to be sold are as described in the Private Placement is being held Prospectus (as defined in escrow on the date hereof by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, counsel to the Company. The Sponsor Units will generally be identical to the Firm Units. However, the Insiders have agreed (A) to vote their shares of Common Stock underlying the Sponsor Units (the “Private Shares”) in favor of any proposed Business Combination, (B) not to propose, or vote in favor of, an amendment to the Company’s Amended and Restated Certificate of Incorporation with respect to its pre-Business Combination activities prior to the consummation of such Business Combination, (C) not to convert any Private Shares in connection with a stockholder vote to approve a proposed initial Business Combination or a vote to amend the provisions of the Company’s Amended and Restated Certificate of Incorporation relating to stockholders’ rights or pre-Business Combination activity and (D) to waive any liquidation distribution with respect to the Private Shares that might otherwise be available from funds held outside of the Trust Account. None of the Sponsor Units (and underlying securities) may be sold, assigned or transferred by the initial purchasers or their affiliates until after the consummation of a Business Combination (except in certain limited situationsSection 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have also agreed that, in the event the Over-allotment Option is exercised, they and/or their designees will purchase up to 54,000 additional Private Units (of which up to 45,000 Private Units would be purchased by the Sponsor and up to 9,000 Private Units would be purchased by the Representative and/or its designees) and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.10 per Public Share sold in the Offering.

Private Placements. 1.4.1. The Company has issued to certain persons and entities referenced in Part II, Item 15 of the Registration Statement 1347 Investors LLC (collectively, the “InsidersSponsor”), for aggregate consideration of $25,000, 2,012,500 1,150,000 shares of Common Stock (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 hereof). The Insiders Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a Business Combination within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Insiders Sponsor shall not have conversion rights with respect to the Insider Shares. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 315,000 150,000 of the Insider Shares shall be subject to forfeiture by certain of the InsidersSponsor. The Insiders Sponsor will be required to forfeit only a number of shares of Common Stock necessary to maintain their its 20% ownership interest in the shares of Common Stock after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the purchase of the Private Units and $15 Exercise Price Sponsor Units Warrants and any shares purchased in the Offering). 1.4.2. The Insiders and the Representative have Sponsor has committed, pursuant to Subscription Agreements (as defined in Section 2.24.2 hereof), to purchase from the Company (i) an aggregate of 542,500 180,000 private Units (the “Sponsor Private Units”) at a purchase price of $ $10.00 per Private Unit and (ii) 600,000 warrants (the “$15 Exercise Price Sponsor Unit Warrants”) at a purchase price of $0.50 per $15 Exercise Price Sponsor Warrant, simultaneously with the Closing Date, and (ii) an additional number of Sponsor Units (up to a maximum of 65,625 Sponsor Units) that is necessary to maintain in the Trust Account an amount equal to $ per Public Security at a purchase price of $ per Sponsor Unit, in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The Sponsor has also committed to purchase an additional number of Private Units (up to a maximum of 18,000 Private Units) that is necessary to maintain in the Trust Account an amount equal to $10.00 per Public Security at a purchase price of $10.00 per Private Unit. The purchase price for the Private Units and $15 Exercise Price Sponsor Units Warrants to be sold in the Private Placement is being held in escrow on the date hereof by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, counsel to the Company_____________. The Sponsor Units will generally be identical to the Firm Units. However, the Insiders have agreed (A) to vote their shares of Common Stock underlying the Sponsor Units (the “Private Shares”) in favor of any proposed Business Combination, (B) not to propose, or vote in favor of, an amendment to the Company’s Amended and Restated Certificate of Incorporation with respect to its pre-Business Combination activities prior to the consummation of such Business Combination, (C) not to convert any Private Shares in connection with a stockholder vote to approve a proposed initial Business Combination or a vote to amend the provisions terms of the Company’s Amended Private Units and Restated Certificate of Incorporation relating to stockholders’ rights or pre-Business Combination activity and $15 Exercise Price Sponsor Warrants are described in the Prospectus (D) to waive any liquidation distribution with respect to the Private Shares that might otherwise be available from funds held outside of the Trust Account. None of the Sponsor Units (and underlying securities) may be sold, assigned or transferred by the initial purchasers or their affiliates until after the consummation of a Business Combination (except as defined in certain limited situationsSection 2.1.1). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement.

Private Placements. 1.4.11.3.1. The On January 15, 2021, the Company has issued to certain persons and entities referenced in Part II, Item 15 of the Registration Statement Newbury Street Acquisition Sponsor LLC (collectively, the “InsidersSponsor”), for aggregate consideration of $25,000, 2,012,500 4,312,500 shares of Common Stock common stock (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(24(a)(2) of the Securities Act of 1933, as amended (the “Act”). On March 22, 2021, the Sponsor contributed to the capital of the Company for no consideration an aggregate of 862,500 Insider Shares, resulting in there being a total of 3,450,000 Insider Shares outstanding. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 hereof)Registration Statement. The Insiders Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Insiders Sponsor shall not have conversion redemption rights with respect to the Insider SharesShares nor shall it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 315,000 450,000 of the Insider Shares shall be subject to forfeiture by certain of the Insiders. The Insiders will be required to forfeit only a number of shares of Common Stock forfeited in an amount necessary to maintain their the Sponsor’s 20% ownership interest in the shares of Common Stock after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the purchase of the Sponsor Units Representative’s Shares (defined below), Private Shares (defined below) and any shares purchased in the OfferingOffering by the Company’s officers, directors or their affiliates (“Insiders”)). 1.4.21.3.2. In January 2021, the Company issued to the Representative and its designees, for an aggregate of approximately $25.00, 250,000 shares of Common Stock (the “Representative’s Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. On March 22, 2021, the Representative contributed back to the capital of the Company for no consideration an aggregate of 50,000 Representative’s Shares, resulting in there being a total of 200,000 Representative’s Shares outstanding. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Representative’s Shares. The Insiders holders of the Representative’s Shares have agreed not to transfer, assign or sell any Representative’s Shares without the Company’s prior consent until the completion of the Business Combination. The Representative’s Shares are identical to the shares of Common Stock included in the Units except the holders (i) shall not be entitled to exercise any conversion or redemption rights with respect to such Representative’s Shares and shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination or amendment to the Charter Documents (as defined below) relating to pre-Business Combination activity and (ii) will have no right to any liquidation distributions with respect to any portion of the Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e)(1), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). 1.3.3. Simultaneously with the Closing Date, the Sponsor and the Representative have committed, (and/or their designees) will purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 hereofbelow), to purchase from the Company (i) an aggregate of 542,500 private Units 390,000 units (the “Sponsor Private Units”), each consisting of one share of Common Stock (the “Private Shares”) and one-half of one warrant (the “Private Warrants” and together with the Private Units and Private Shares, the “Private Securities”)), at a purchase price of $ $10.00 per Sponsor Private Unit simultaneously with the Closing Date, and (ii) an additional number of Sponsor Units (up to a maximum of 65,625 Sponsor Units) that is necessary to maintain in the Trust Account an amount equal to $ per Public Security at a purchase price of $ per Sponsor Unit, in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, of which the Sponsor will purchase 340,000 Private Units and the Representative and/or its designees will purchase 50,000 Private Units. The purchase price for terms of the Sponsor Units to be sold Private Units, Private Shares and Private Warrants are as described in the Private Placement is being held Prospectus (as defined in escrow on the date hereof by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, counsel to the Company. The Sponsor Units will generally be identical to the Firm Units. However, the Insiders have agreed (A) to vote their shares of Common Stock underlying the Sponsor Units (the “Private Shares”) in favor of any proposed Business Combination, (B) not to propose, or vote in favor of, an amendment to the Company’s Amended and Restated Certificate of Incorporation with respect to its pre-Business Combination activities prior to the consummation of such Business Combination, (C) not to convert any Private Shares in connection with a stockholder vote to approve a proposed initial Business Combination or a vote to amend the provisions of the Company’s Amended and Restated Certificate of Incorporation relating to stockholders’ rights or pre-Business Combination activity and (D) to waive any liquidation distribution with respect to the Private Shares that might otherwise be available from funds held outside of the Trust Account. None of the Sponsor Units (and underlying securities) may be sold, assigned or transferred by the initial purchasers or their affiliates until after the consummation of a Business Combination (except in certain limited situationsSection 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have also agreed that, in the event the Over-allotment Option is exercised, they and/or their designees will purchase up to 36,000 additional Private Units, of which the Sponsor will purchase up to 31,385 Private Units and the Representative and/or its designees will purchase up to 4,615 Private Units, and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Offering.

Private Placements. 1.4.1. The Company has originally issued to certain persons and entities referenced in Part IIDD3 Mex Acquisition Corp, Item 15 of the Registration Statement (collectively, the “InsidersSponsor”), for aggregate consideration of $25,000, 2,012,500 shares of Common Stock 1,473,500 Ordinary Shares (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(24(a)(2) of the Securities Act of 1933, as amended (the “Act”). In September 2018, the Sponsor forfeited 36,000 Insider Shares, leaving an aggregate of 1,437,500 Insider Shares outstanding. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and be subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 hereof)Registration Statement. The Insiders Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a any proposed Business Combination within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Insiders Sponsor shall not have conversion rights with respect to the Insider SharesShares nor shall it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 315,000 187,500 of the Insider Shares shall be subject to forfeiture by certain of the Insiders. The Insiders will be required to forfeit only a number of shares of Common Stock forfeited in an amount necessary to maintain their the Sponsor’s 20% ownership interest in the shares of Common Stock Ordinary Shares after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the purchase of Representative’s Shares, the Sponsor Private Units (as defined below) and any shares purchased in the OfferingOffering by the Sponsor or the Company’s officers or directors). 1.4.2. The Insiders and Simultaneously with the Representative have committedClosing Date, the Sponsor will purchase from the Company pursuant to the Subscription Agreements Agreement (as defined in Section 2.24.2 hereofbelow), to purchase from the Company (i) an aggregate of 542,500 private 225,000 Units (the “Sponsor Private Units”) at a purchase price of $ $10.00 per Sponsor Private Unit simultaneously with the Closing Date, and (ii) an additional number of Sponsor Units (up to a maximum of 65,625 Sponsor Units) that is necessary to maintain in the Trust Account an amount equal to $ per Public Security at a purchase price of $ per Sponsor Unit, in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The purchase price for terms of the Sponsor Private Units to be sold are as described in the Private Placement is being held Prospectus (as defined in escrow on the date hereof by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, counsel to the Company. The Sponsor Units will generally be identical to the Firm Units. However, the Insiders have agreed (A) to vote their shares of Common Stock underlying the Sponsor Units (the “Private Shares”) in favor of any proposed Business Combination, (B) not to propose, or vote in favor of, an amendment to the Company’s Amended and Restated Certificate of Incorporation with respect to its pre-Business Combination activities prior to the consummation of such Business Combination, (C) not to convert any Private Shares in connection with a stockholder vote to approve a proposed initial Business Combination or a vote to amend the provisions of the Company’s Amended and Restated Certificate of Incorporation relating to stockholders’ rights or pre-Business Combination activity and (D) to waive any liquidation distribution with respect to the Private Shares that might otherwise be available from funds held outside of the Trust Account. None of the Sponsor Units (and underlying securities) may be sold, assigned or transferred by the initial purchasers or their affiliates until after the consummation of a Business Combination (except in certain limited situationsSection 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor has also agreed that, in the event the Representative has exercised the Over-allotment Option, it will purchase up to 18,750 additional Private Units and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Offering.

Private Placements. 1.4.11.3.1. The On October 23, 2020, the Company has issued to certain persons and entities referenced in Part IIAdit EdTech Sponsor, Item 15 of the Registration Statement LLC (collectively, the “InsidersSponsor”), for aggregate consideration of $25,000, 2,012,500 5,750,000 shares of Common Stock (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(24(a)(2) of the Securities Act of 1933, as amended (the “Act”)) and on October 27, 2020, the Sponsor transferred 10,000 Insider Shares to each of the Company’s independent directors and 7,500 Insider Shares to each of the Company’s industry advisors at their original purchase price. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 hereof)Registration Statement. The Insiders holders of the Insider Shares shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Insiders holders of the Insider Shares shall not have conversion rights with respect to the Insider SharesShares nor shall they be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 315,000 750,000 of the Insider Shares shall be subject to forfeiture by certain of the Insiders. The Insiders will be required to forfeit only a number of shares of Common Stock forfeited in an amount necessary to maintain their the holders of the Insider Shares’ 20% ownership interest in the shares of Common Stock after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the purchase of the Sponsor Units Representative’s Shares and any shares purchased in the OfferingOffering by the Company’s officers, directors, industry advisors or their affiliates (“Insiders”)). 1.4.21.3.2. The Insiders and Simultaneously with the Representative have committedClosing Date, the Sponsor will purchase from the Company pursuant to Subscription Agreements the Private Placement Warrants Purchase Agreement (as defined in Section 2.24.2 hereofbelow), to purchase from the Company (i) an aggregate of 542,500 private Units 5,750,000 Warrants (the “Sponsor UnitsPrivate Warrants”) at a purchase price of $ $1.00 per Sponsor Unit simultaneously with the Closing Date, and (ii) an additional number of Sponsor Units (up to a maximum of 65,625 Sponsor Units) that is necessary to maintain in the Trust Account an amount equal to $ per Public Security at a purchase price of $ per Sponsor Unit, Private Warrant in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The purchase price for terms of the Sponsor Units to be sold Private Warrants are as described in the Private Placement is being held Prospectus (as defined in escrow on the date hereof by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, counsel to the Company. The Sponsor Units will generally be identical to the Firm Units. However, the Insiders have agreed (A) to vote their shares of Common Stock underlying the Sponsor Units (the “Private Shares”) in favor of any proposed Business Combination, (B) not to propose, or vote in favor of, an amendment to the Company’s Amended and Restated Certificate of Incorporation with respect to its pre-Business Combination activities prior to the consummation of such Business Combination, (C) not to convert any Private Shares in connection with a stockholder vote to approve a proposed initial Business Combination or a vote to amend the provisions of the Company’s Amended and Restated Certificate of Incorporation relating to stockholders’ rights or pre-Business Combination activity and (D) to waive any liquidation distribution with respect to the Private Shares that might otherwise be available from funds held outside of the Trust Account. None of the Sponsor Units (and underlying securities) may be sold, assigned or transferred by the initial purchasers or their affiliates until after the consummation of a Business Combination (except in certain limited situationsSection 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement.. The Sponsor has also agreed that, in the event the Over-allotment Option is exercised, it will purchase up to 600,000 additional Private Warrants and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Warrants into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Offering. , 2021

Private Placements. 1.4.11.3.1. The In September 2020, the Company has issued to certain persons and entities referenced in Part IILightJump One Founders, Item 15 of the Registration Statement LLC (collectively, the “InsidersSponsor”), for aggregate consideration of $25,000, 2,012,500 25,000 and 2,875,000 shares of Common Stock (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(24(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 hereof)Registration Statement. The Insiders Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a any proposed Business Combination within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Insiders Sponsor shall not have conversion rights with respect to the Insider SharesShares nor shall it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 315,000 375,000 of the Insider Shares shall be subject to forfeiture by certain of the Insiders. The Insiders will be required to forfeit only a number of shares of Common Stock forfeited in an amount necessary to maintain their the Sponsor’s 20% beneficial ownership interest in the shares of Common Stock after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the purchase of the Sponsor Units Representative’s Shares (defined below) and any shares purchased in the OfferingOffering by the Company’s officers, directors or their affiliates (“Insiders”)). 1.4.21.3.2. In October 2020, the Company issued to the Representative and its designees, for an aggregate of approximately $10.00, 100,000 shares of Common Stock (the “Representative’s Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Representative’s Shares. The Insiders holders of the Representative’s Shares have agreed not to transfer, assign or sell any Representative’s Shares without the Company’s prior consent until the completion of an initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”). The Representative’s Shares are identical to the shares of Common Stock included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion or redemption rights with respect to such Representative’s Shares and shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination or amendment to the Charter Documents (as defined below) relating to pre-Business Combination activity and (ii) will have no right to any liquidation distributions with respect to any portion of the Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative have committedor an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). 1.3.3. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to the Subscription Agreements Agreement (as defined in Section 2.24.2 hereofbelow), to purchase from the Company (i) an aggregate of 542,500 private Units 3,450,000 Warrants (the “Sponsor UnitsPrivate Warrants”) at a purchase price of $ $1.00 per Sponsor Unit simultaneously with the Closing Date, and (ii) an additional number of Sponsor Units (up to a maximum of 65,625 Sponsor Units) that is necessary to maintain in the Trust Account an amount equal to $ per Public Security at a purchase price of $ per Sponsor Unit, Private Warrant in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The purchase price for terms of the Sponsor Units to be sold Private Warrants are as described in the Private Placement is being held Prospectus (as defined in escrow on the date hereof by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, counsel to the Company. The Sponsor Units will generally be identical to the Firm Units. However, the Insiders have agreed (A) to vote their shares of Common Stock underlying the Sponsor Units (the “Private Shares”) in favor of any proposed Business Combination, (B) not to propose, or vote in favor of, an amendment to the Company’s Amended and Restated Certificate of Incorporation with respect to its pre-Business Combination activities prior to the consummation of such Business Combination, (C) not to convert any Private Shares in connection with a stockholder vote to approve a proposed initial Business Combination or a vote to amend the provisions of the Company’s Amended and Restated Certificate of Incorporation relating to stockholders’ rights or pre-Business Combination activity and (D) to waive any liquidation distribution with respect to the Private Shares that might otherwise be available from funds held outside of the Trust Account. None of the Sponsor Units (and underlying securities) may be sold, assigned or transferred by the initial purchasers or their affiliates until after the consummation of a Business Combination (except in certain limited situationsSection 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor has also agreed that, in the event the Over-allotment Option is exercised, it will purchase up to 300,000 additional Private Warrants and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Warrants into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Offering.

Private Placements. 1.4.1. The Company has issued to certain persons and entities referenced in Part II, Item 15 of the Registration Statement 1347 Investors LLC (collectively, the “InsidersSponsor”), for aggregate consideration of $25,000, 2,012,500 1,150,000 shares of Common Stock (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 hereof). The Insiders Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a Business Combination within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Insiders Sponsor shall not have conversion rights with respect to the Insider Shares. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 315,000 150,000 of the Insider Shares shall be subject to forfeiture by certain of the InsidersSponsor. The Insiders Sponsor will be required to forfeit only a number of shares of Common Stock necessary to maintain their its 20% ownership interest in the shares of Common Stock after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the purchase of the Private Units and $15 Exercise Price Sponsor Units Warrants and any shares purchased in the Offering). 1.4.2. The Insiders and the Representative have Sponsor has committed, pursuant to Subscription Agreements (as defined in Section 2.24.2 hereof), to purchase from the Company (i) an aggregate of 542,500 180,000 private Units (the “Sponsor Private Units”) at a purchase price of $ $10.00 per Private Unit and (ii) 600,000 warrants (the “$15 Exercise Price Sponsor Unit Warrants”) at a purchase price of $0.50 per $15 Exercise Price Sponsor Warrant, simultaneously with the Closing Date, and (ii) an additional number of Sponsor Units (up to a maximum of 65,625 Sponsor Units) that is necessary to maintain in the Trust Account an amount equal to $ per Public Security at a purchase price of $ per Sponsor Unit, in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The Sponsor has also committed to purchase an additional number of Private Units (up to a maximum of 18,000 Private Units) that is necessary to maintain in the Trust Account an amount equal to $10.00 per Public Security at a purchase price of $10.00 per Private Unit. The purchase price for the Private Units and $15 Exercise Price Sponsor Units Warrants to be sold in the Private Placement is being held in escrow on the date hereof by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, counsel to the Company. CST&T. The Sponsor Units will generally be identical to the Firm Units. However, the Insiders have agreed (A) to vote their shares of Common Stock underlying the Sponsor Units (the “Private Shares”) in favor of any proposed Business Combination, (B) not to propose, or vote in favor of, an amendment to the Company’s Amended and Restated Certificate of Incorporation with respect to its pre-Business Combination activities prior to the consummation of such Business Combination, (C) not to convert any Private Shares in connection with a stockholder vote to approve a proposed initial Business Combination or a vote to amend the provisions terms of the Company’s Amended Private Units and Restated Certificate of Incorporation relating to stockholders’ rights or pre-Business Combination activity and $15 Exercise Price Sponsor Warrants are described in the Prospectus (D) to waive any liquidation distribution with respect to the Private Shares that might otherwise be available from funds held outside of the Trust Account. None of the Sponsor Units (and underlying securities) may be sold, assigned or transferred by the initial purchasers or their affiliates until after the consummation of a Business Combination (except as defined in certain limited situationsSection 2.1.1). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement.