Common use of Private Placements Clause in Contracts

Private Placements. 1.4.1. In January 2020, the Company issued to Petra Investment Holdings, LLC, a Delaware limited liability company (the “Sponsor”) an aggregate of 3,593,750 Shares (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In May 2020, the Sponsor transferred 75,000 Insider Shares to three of the Company’s directors and in August 2020 the Sponsor transferred 25,000 Insider Shares to another of the Company’s directors (collectively the “Initial Transferees”). On August 24, 2020, the Sponsor canceled 1,437,500 Insider Shares, resulting in an aggregate holding of 2,156,250 Insider Shares. On September 9, 2020, the Initial Transferees each transferred 15,000 Insider Shares to the Sponsor. On September 9, 2020, the Sponsor transferred 10,000 shares to another of the Company’s directors (collectively with the Sponsor and the Initial Transferees, the “Initial Stockholders”). 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 below). The 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 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”) within the required time period. The Initial Stockholders shall not have conversion rights with respect to the Insider Shares 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. If the Over-Allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum of 281,250 Insider Shares, as is necessary to maintain the Initial Stockholders’ 20% beneficial ownership in the Company’s Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but excluding the purchase of any shares in the Offering. 1.4.2. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to the Subscription Agreement (as defined in Section 2.24.2 below), an aggregate of 3,300,000 Warrants (the “Private Warrants”), at a purchase price of $1.00 per Private Warrant, in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Warrants are as described in the Prospectus (as defined in Section 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, they will purchase up to 337,500 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. In January 2020, the The Company has issued to Petra Investment Holdings, LLC, a Delaware limited liability company Cambridge Capital LLC (the “SponsorCambridge”) an and ▇▇▇▇▇▇ Family 2007 Trust, for aggregate consideration of 3,593,750 Shares $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(a)(24(2) of the Securities Act of 1933, as amended (the “Act”). In May 2020, the Sponsor Such entities subsequently transferred 75,000 an aggregate of 445,000 Insider Shares to three of various third parties as described under the Company’s directors and heading “Certain Transactions” in August 2020 the Sponsor transferred 25,000 Insider Shares to another of the Company’s directors Prospectus (collectively the “Initial Transferees”). On August 24, 2020, the Sponsor canceled 1,437,500 Insider Shares, resulting in an aggregate holding of 2,156,250 Insider Shares. On September 9, 2020, the Initial Transferees each transferred 15,000 Insider Shares to the Sponsor. On September 9, 2020, the Sponsor transferred 10,000 shares to another of the Company’s directors defined below) (collectively with the Sponsor and the Initial Transfereescollectively, the “Initial StockholdersInsiders”). 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 belowhereof). The Initial Stockholders 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 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 (“a Business Combination”) Combination within the required time periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Initial Stockholders Insiders shall not have conversion rights with respect to the Insider Shares nor shall Shares. To the Initial Stockholders be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, up to 262,500 of the Sponsor Insider Shares shall be subject to forfeiture by certain of the Insiders. The Insiders will be required to forfeit such only a number of Insider Shares, up to a maximum shares of 281,250 Insider Shares, as is Common Stock necessary to maintain the Initial Stockholders’ their 20% beneficial ownership interest in the Company’s shares of Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the purchase of the Sponsor Units and any shares purchased by the Insiders or Representative in the Offering). 1.4.2. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to the Subscription Agreement (as defined in Section 2.24.2 below), an aggregate of 3,300,000 Warrants (the “Private Warrants”), at a purchase price of $1.00 per Private Warrant, in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Warrants are as described in the Prospectus (as defined in Section 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, they will purchase up to 337,500 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. In January 2020, the The Company issued to Petra Investment Holdings, LLC, a Delaware limited liability company Twelve Seas Sponsor I LLC (the “Sponsor”) an ), for aggregate consideration of 3,593,750 $25,000, 4,312,500 Ordinary Shares (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In May 2020December 2017, the Sponsor transferred 75,000 a portion of the Insider Shares to three of the Company’s officers and directors and in August 2020 (collectively, the “Insiders”). In May 2018, the Sponsor transferred 25,000 returned 1,437,500 Insider Shares to another the Company for cancellation. In June 2018, the Company effectuated a 1.5-for-1 dividend of the Company’s directors (collectively the “Initial Transferees”). On August 24, 2020, the Sponsor canceled 1,437,500 Insider outstanding Ordinary Shares, resulting in an aggregate holding of 2,156,250 Insider Shares. On September 9, 2020, the Initial Transferees each transferred 15,000 4,312,500 Insider Shares to outstanding and held by the Sponsor. On September 9, 2020, the Sponsor transferred 10,000 shares to another of the Company’s directors (collectively with the Sponsor and the Initial Transferees, the “Initial Stockholders”)Insiders. 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 below)Registration Statement. The Initial Stockholders 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 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 periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Initial Stockholders Insiders shall not have conversion rights with respect to the Insider Shares nor shall the Initial Stockholders they be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that 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 a maximum 562,500 of 281,250 the Insider Shares, as is Shares shall be forfeited in an amount necessary to maintain the Initial StockholdersInsiders’ 20% beneficial ownership interest in the Company’s Common Stock Ordinary Shares after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the purchase by the Sponsor of the Private Units, the Representative’s Shares and any shares purchased in the OfferingOffering by the Insiders). 1.4.2. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to the Subscription Agreement (as defined in Section 2.24.2 below), an aggregate of 3,300,000 Warrants 415,000 Units (the “Private WarrantsUnits”), ) at a purchase price of $1.00 10.00 per Private Warrant, Unit in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Warrants Units are as described in the Prospectus (as defined in Section 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 Representative has exercised the Over-allotment Option, they it will purchase up to 337,500 45,000 additional Private Warrants Units and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Warrants Units into the Trust Fund Account such that the amount of funds in the Trust Fund Account shall be $10.10 10.00 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. In January 2020, the The Company issued to Petra Investment Holdingscertain persons and entities referenced in Part II, LLCItem 15 of the Registration Statement (collectively, a Delaware limited liability company (the “SponsorInsiders”) an ), for aggregate consideration of 3,593,750 Shares $25,000, 1,725,000 shares of Common Stock (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(24(2) of the Securities Act of 1933, as amended (the “Act”). In May 2020, the Sponsor transferred 75,000 Insider Shares to three of the Company’s directors and in August 2020 the Sponsor transferred 25,000 Insider Shares to another of the Company’s directors (collectively the “Initial Transferees”). On August 24, 2020, the Sponsor canceled 1,437,500 Insider Shares, resulting in an aggregate holding of 2,156,250 Insider Shares. On September 9, 2020, the Initial Transferees each transferred 15,000 Insider Shares to the Sponsor. On September 9, 2020, the Sponsor transferred 10,000 shares to another of the Company’s directors (collectively with the Sponsor and the Initial Transferees, 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 Until six months after the Escrow Agreement consummation of a Business Combination (as defined in Section 2.24.3 below)1.4.2) with respect to 50% of the Insider Shares and until one year after the consummation of a Business Combination with respect to the remaining 50% of the Insider Shares, except in certain limited situations, the Insiders will not be able to sell or transfer the Insider Shares. The Initial Stockholders 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 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 (“a Business Combination”) Combination within the required time periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Initial Stockholders Insiders shall not have conversion rights with respect to the Insider Shares nor shall Shares. To the Initial Stockholders be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, up to 225,000 of the Sponsor Insider Shares shall be subject to forfeiture by certain of the Insiders. The Insiders will be required to forfeit such only a number of Insider Shares, up to a maximum shares of 281,250 Insider Shares, as is Common Stock necessary to maintain the Initial Stockholders’ their 20% beneficial ownership interest in the Company’s shares of Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the purchase of the Sponsor Shares and any shares purchased in the Offering). 1.4.2. Simultaneously with the Closing Date, certain of the Sponsor (and/or its designees) Insiders will purchase from the Company pursuant to the Subscription Agreement Agreements (as defined in Section 2.24.2 belowhereof), an aggregate of 3,300,000 Warrants 586,250 shares of Common Stock (the “Private WarrantsSponsor Shares”), ) at a purchase price of $1.00 8.00 per Private WarrantSponsor Share, and if the Over-Allotment Option is exercised, certain of the Insiders will purchase from the Company at a price of $8.00 per Sponsor Share the number of Sponsor Shares (up to a maximum of 72,000 Sponsor Shares) that is necessary to maintain in the Trust Account an amount equal to $8.36 per Public Security, in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms Sponsor Shares will generally be identical to the Firm Shares. However, the Insiders have agreed (A) to vote their Sponsor Shares in favor of any proposed initial merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”), (B) not to convert any Sponsor Shares in connection with a stockholder vote to approve a proposed initial Business Combination and (C) to waive any liquidation distribution with respect to the Sponsor Shares that might otherwise be available from funds held outside of the Private Warrants are as described Trust Account. None of the Sponsor Shares may be sold, assigned or transferred by the initial purchasers or their affiliates until 30 days after the consummation of a Business Combination (except in the Prospectus (as defined in Section 2.1.1 belowcertain limited situations). 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, they will purchase up to 337,500 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. 1.4.11.3.1. In January March 2020, the Company issued to Petra Investment Holdings, LLC, a Delaware limited liability company (the “Sponsor”) an aggregate of 3,593,750 Shares 2,875,000 shares of Common Stock (the “Insider Shares”) ), for the aggregate consideration of $25,000, in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In May 2020, the Sponsor transferred 75,000 Insider Shares to three of the Company’s directors and in August 2020 the Sponsor transferred 25,000 Insider Shares to another of the Company’s directors (collectively the “Initial Transferees”). On August 24, 2020, the Sponsor canceled 1,437,500 Insider Shares, resulting in an aggregate holding of 2,156,250 Insider Shares. On September 9, 2020, the Initial Transferees each transferred 15,000 Insider Shares to the Sponsor. On September 9, 2020, the Sponsor transferred 10,000 shares to another of the Company’s directors (collectively with the Sponsor and the Initial Transferees, the “Initial Stockholders”). 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 below)Registration Statement. The Initial Stockholders 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 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”) within the required time period. The Initial Stockholders holders of the Insider Shares shall not have conversion rights with respect to the Insider Shares nor shall the Initial Stockholders holders be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If the Over-Allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum an aggregate of 281,250 375,000 Insider SharesShares shall be required to be forfeited by the holders thereof, as is necessary to maintain the Initial Stockholders’ 20% beneficial ownership in percentage of the Company’s Common Stock held by the holders of Insider Shares at 20% after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but excluding the Representative Shares (defined below) and the purchase of any shares Firm Units in the Offering. EarlyBirdCapital, Inc._________, 2020Page 4 of 45 1.3.2. In March 2020, the Company issued to the Representative and its designees an aggregate of 150,000 shares of Common Stock (the “Representative’s Shares”) at a price of $0.0001 per share in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. 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 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 certain amendments to the Charter Documents (as defined below) as described in the Prospectus (as defined in Section 2.1.1 below) 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 have agreed not to transfer, assign or sell any Representative’s Shares without the Company’s prior consent until the consummation of an initial Business Combination. Additionally, the holders of the Representative’s Shares will not sell during the Offering, or sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(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. Moreover, pursuant to FINRA Conduct Rule 5110(g), 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 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 below). 1.4.21.3.3. Simultaneously with the Closing Date, certain stockholders of the Sponsor Company (the “Company Purchasers”) and the Representative (and/or its designees) will purchase from the Company pursuant to the Subscription Agreement Agreements (as defined in Section 2.24.2 below), an aggregate 2,750,000 warrants and 500,000 warrants of 3,300,000 Warrants the Company, respectively, or 3,003,846 warrants and 546,154 warrants, respectively, if the Over-Allotment Option is exercised in full (collectively, the “Private Warrants”), at a purchase price of $1.00 per Private Warrant, Warrant in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below)Prospectus. No underwriting discounts, commissions 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, they will purchase up to 337,500 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 Warrants, including those to be purchased if the full Over-Allotment Option is exercised, to be purchased by the Company Purchasers 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.. The Representative will not sell during the Offering, or sell, transfer, assign, pledge or hypothecate any of its Private Warrants for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(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(g), the Private Warrants owned by the Representative 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 Private Warrants owned by the Representative contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Private Warrants shall have registration rights as provided for in the Registration Rights Agreement. Additionally, for as long as the Private Warrants are held by the Representative or its designees or affiliates, they may not be exercised after five years from the effective date of the Registration Statement. EarlyBirdCapital, Inc._________, 2020Page 5 of 45

Private Placements. 1.4.1. In January 2020, the The Company issued to Petra Investment Holdings, LLC, a Delaware limited liability company Twelve Seas Sponsor I LLC (the “Sponsor”) an ), for aggregate consideration of 3,593,750 $25,000, 4,312,500 Ordinary Shares (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In May 2020December 2017, the Sponsor transferred 75,000 a portion of the Insider Shares to three of the Company’s officers and directors and in August 2020 (collectively, the “Insiders”). In May 2018, the Sponsor transferred 25,000 returned 1,437,500 Insider Shares to another the Company for cancellation. In June 2018, the Company effectuated (i) a 1.5-for-1 dividend of the Company’s directors outstanding Ordinary Shares and (collectively i) a 1.2-for-1 dividend of the “Initial Transferees”). On August 24, 2020, the Sponsor canceled 1,437,500 Insider outstanding Ordinary Shares, resulting in an aggregate holding of 2,156,250 Insider Shares. On September 9, 2020, the Initial Transferees each transferred 15,000 5,175,000 Insider Shares to outstanding and held by the Sponsor. On September 9, 2020, the Sponsor transferred 10,000 shares to another of the Company’s directors (collectively with the Sponsor and the Initial Transferees, the “Initial Stockholders”)Insiders. 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 below)Registration Statement. The Initial Stockholders 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 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 periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Initial Stockholders Insiders shall not have conversion rights with respect to the Insider Shares nor shall the Initial Stockholders they be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that 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 a maximum 675,000 of 281,250 the Insider Shares, as is Shares shall be forfeited in an amount necessary to maintain the Initial StockholdersInsiders’ 20% beneficial ownership interest in the Company’s Common Stock Ordinary Shares after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the purchase by the Sponsor of the Private Units, the Representative’s Shares and any shares purchased in the OfferingOffering by the Insiders). 1.4.2. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to the Subscription Agreement (as defined in Section 2.24.2 below), an aggregate of 3,300,000 Warrants 475,000 Units (the “Private WarrantsUnits”), ) at a purchase price of $1.00 10.00 per Private Warrant, Unit in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Warrants Units are as described in the Prospectus (as defined in Section 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 Representative has exercised the Over-allotment Option, they it will purchase up to 337,500 54,000 additional Private Warrants Units and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Warrants Units into the Trust Fund Account such that the amount of funds in the Trust Fund Account shall be $10.10 10.00 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. 1.4.11.3.1. In January November 2020, the Company issued to Petra Investment Holdings, LLC, a Delaware limited liability company LRT Capital1 LLC (the “Sponsor”) an ), for aggregate consideration of $25,000, 3,593,750 Shares Class B ordinary shares of the Company (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In May 2020, the Sponsor transferred 75,000 Insider Shares to three of the Company’s directors and in August 2020 the Sponsor transferred 25,000 Insider Shares to another of the Company’s directors (collectively the “Initial Transferees”). On August 24, 2020, the Sponsor canceled 1,437,500 Insider Shares, resulting in an aggregate holding of 2,156,250 Insider Shares. On September 9, 2020, the Initial Transferees each transferred 15,000 Insider Shares to the Sponsor. On September 9December 15, 2020, the Sponsor transferred 10,000 shares 70,000 Insider Shares to another an entity controlled by ▇▇▇▇ ▇▇▇▇▇▇▇, up to 35,000 of the Company’s directors (collectively with which are subject to repurchase by the Sponsor and based on the Initial Transferees, the “Initial Stockholders”)achievement of certain milestones. 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 below)Registration Statement. The Initial Stockholders 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 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 periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Initial Stockholders Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the Initial Stockholders it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that 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 a maximum 468,750 of 281,250 the Insider Shares, as is Shares shall be forfeited in an amount necessary to maintain the Initial Stockholders’ Sponsor’s 20% beneficial ownership interest in the Company’s Common Stock Ordinary Shares after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the purchase Representative’s Shares and any shares purchased in the Offering by the Company’s officers, directors or their affiliates (“Insiders”)). 1.3.2. 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 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 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 shares 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 Offeringeconomic 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). 1.4.21.3.3. Simultaneously with the Closing Date, the Sponsor and the Underwriters (and/or its their designees) will purchase from the Company pursuant to the Subscription Agreement Agreements (as defined in Section 2.24.2 below), an aggregate of 3,300,000 4,000,000 Warrants (the “Private Warrants”), ) at a purchase price of $1.00 per Private Warrant, 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 terms of the Private Warrants are as described in the Prospectus (as defined in Section 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 and the Underwriters have also agreed that, in the event the Representatives have exercised the Over-allotment OptionOption is exercised, they and/or their designees will purchase up to 337,500 375,000 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 Fund Account such that the amount of funds in the Trust Fund Account shall be $10.10 10.00 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. In January 2020On June 26, 2018, the Company issued to Petra Investment Holdings, LLC, a Delaware limited liability company G▇▇▇ Acquisition LLC (the “Sponsor”) an aggregate 8,625,000 shares of 3,593,750 Shares the Common Stock (the “Insider Shares”) ), for the aggregate consideration of $25,000, in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In May 2020, the Sponsor transferred 75,000 Insider Shares to three of the Company’s directors and in August 2020 the Sponsor transferred 25,000 Insider Shares to another of the Company’s directors (collectively the “Initial Transferees”). On August 24, 2020, the Sponsor canceled 1,437,500 Insider Shares, resulting in an aggregate holding of 2,156,250 Insider Shares. On September 9, 2020, the Initial Transferees each transferred 15,000 Insider Shares to the Sponsor. On September 9, 2020, the Sponsor transferred 10,000 shares to another of the Company’s directors (collectively with the Sponsor and the Initial Transferees, the “Initial Stockholders”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the sale of the Insider Shares. The On September 13, 2018, the Sponsor returned to the Company, at no cost, an aggregate of 2,156,250 Insider Shares shall be held for cancellation, resulting in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below)there being an aggregate of 6,468,750 Insider Shares outstanding. The Initial Stockholders 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 any proposed an initial merger, share capital stock exchange, asset acquisition, share stock purchase, recapitalization, reorganization, reorganization or other similar business combination, or entering into contractual arrangements with one or more businesses or entities (“Business Combination”) within the required time period. The Initial Stockholders holders of the Insider Shares shall not have conversion rights with respect to the Insider Shares nor shall the Initial Stockholders they be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If the Over-Allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum of 281,250 843,750 Insider Shares, as is necessary to maintain the Initial Stockholders’ 20% beneficial ownership in percentage of the Company’s Common Stock held by the holders of Insider Shares at 20% after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option Option, but excluding the purchase of any shares Firm Units by such holders of Insider Shares in the Offering. 1.4.2. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to the Subscription Agreement (as defined in Section 2.24.2 below), an aggregate of 3,300,000 Warrants (the “Private Warrants”), at a purchase price of $1.00 per Private Warrant, in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Warrants are as described in the Prospectus (as defined in Section 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, they will purchase up to 337,500 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. 1.4.11.3.1. In January September 2020, the Company issued to Petra Investment Holdings, LLC, a Delaware limited liability company Progress Capital I LLC (the “Sponsor”) an ), for aggregate consideration of $25,000 and 3,593,750 Shares shares of Class B Common Stock (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In May 2020February 2021, the Sponsor transferred 75,000 Company effected a stock dividend of 0.2 shares for each outstanding share of common stock (the “Dividend”) resulting in there being an aggregate of 4,312,500 Insider Shares to three of the Company’s directors and in August 2020 the Sponsor transferred 25,000 Insider Shares to another of the Company’s directors (collectively the “Initial Transferees”). On August 24, 2020, the Sponsor canceled 1,437,500 Insider Shares, resulting in an aggregate holding of 2,156,250 Insider Shares. On September 9, 2020, the Initial Transferees each transferred 15,000 Insider Shares to the Sponsor. On September 9, 2020, the Sponsor transferred 10,000 shares to another of the Company’s directors (collectively with the Sponsor and the Initial Transferees, the “Initial Stockholders”)outstanding. 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 below)Registration Statement. The Initial Stockholders 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 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 periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Initial Stockholders Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the Initial Stockholders it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that 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 a maximum 562,500 of 281,250 the Insider Shares, as is Shares shall be forfeited in an amount necessary to maintain the Initial Stockholders’ Sponsor’s 20% beneficial ownership interest in the Company’s Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the purchase Representative’s Shares (defined below) and any shares purchased in the Offering by the Company’s officers, directors or their affiliates (“Insiders”)). 1.3.2. In December 2020, the Company issued to the Representative and its designees, for an aggregate of approximately $10.00, 150,000 shares (giving effect to the Dividend) 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 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 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 shares 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 Offeringeconomic 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). 1.4.21.3.3. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to the Subscription Agreement (as defined in Section 2.24.2 below), an aggregate of 3,300,000 4,450,000 Warrants (the “Private Warrants”), ) at a purchase price of $1.00 per Private Warrant, Warrant in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Warrants are as described in the Prospectus (as defined in Section 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 OptionOption is exercised, they it will purchase up to 337,500 200,000 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 Account such that the amount of funds in the Trust Fund Account shall be $10.10 10.00 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. In January 2020, the Company issued to Petra Investment Holdings, LLC, a Delaware limited liability company (the “Sponsor”) an aggregate of 3,593,750 Shares (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In May 2020, the Sponsor transferred 75,000 Insider Shares to three of the Company’s directors and in August 2020 the Sponsor transferred 25,000 Insider Shares to another of the Company’s directors (collectively the “Initial Transferees”). On August 24, 2020, the Sponsor canceled 1,437,500 Insider Shares, resulting in an aggregate holding of 2,156,250 Insider Shares. On September 9, 2020, the Initial Transferees each transferred 15,000 Insider Shares to the Sponsor. On September 9, 2020, the Sponsor transferred 10,000 shares to another of the Company’s directors (collectively with the Sponsor and the Initial TransfereesSponsor, the “Initial Stockholders”). 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 below). The 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 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”) within the required time period. The Initial Stockholders shall not have conversion rights with respect to the Insider Shares 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. If the Over-Allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum of 281,250 468,750 Insider Shares, as is necessary to maintain the the Initial Stockholders’ 20% beneficial ownership in the Company’s Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but excluding the purchase of any shares in the Offering. 1.4.2. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to the Subscription Agreement (as defined in Section 2.24.2 below), an aggregate of 3,300,000 4,500,000 Warrants (the “Private Warrants”), at a purchase price of $1.00 0.50 per Private Warrant, in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Warrants are as described in the Prospectus (as defined in Section 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, they will purchase up to 337,500 375,000 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 10.00 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. In January 2020On June 26, 2018, the Company issued to Petra Investment Holdings, LLC, a Delaware limited liability company G▇▇▇ Acquisition LLC (the “Sponsor”) an aggregate 8,625,000 shares of 3,593,750 Shares the Common Stock (the “Insider Shares”) ), for the aggregate consideration of $25,000, in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In May 2020, the Sponsor transferred 75,000 Insider Shares to three of the Company’s directors and in August 2020 the Sponsor transferred 25,000 Insider Shares to another of the Company’s directors (collectively the “Initial Transferees”). On August 24, 2020, the Sponsor canceled 1,437,500 Insider Shares, resulting in an aggregate holding of 2,156,250 Insider Shares. On September 9, 2020, the Initial Transferees each transferred 15,000 Insider Shares to the Sponsor. On September 9, 2020, the Sponsor transferred 10,000 shares to another of the Company’s directors (collectively with the Sponsor and the Initial Transferees, the “Initial Stockholders”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the sale of the Insider Shares. The On September 13, 2018, the Sponsor returned to the Company, at no cost, an aggregate of 2,156,250 Insider Shares shall be held for cancellation, resulting in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below)there being an aggregate of 6,468,750 Insider Shares outstanding. The Initial Stockholders 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 any proposed an initial merger, share capital stock exchange, asset acquisition, share stock purchase, recapitalization, reorganization, reorganization or other similar business combination, or entering into contractual arrangements with one or more businesses or entities (“Business Combination”) within the required time period. The Initial Stockholders holders of the Insider Shares shall not have conversion rights with respect to the Insider Shares nor shall the Initial Stockholders they be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If the Over-Allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum of 281,250 843,750 Insider Shares, as is necessary to maintain the Initial Stockholders’ 20% beneficial ownership in percentage of the Company’s Common Stock held by the holders of Insider Shares at 20% after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option Option, but excluding the purchase of any shares Firm Units by such holders of Insider Shares in the Offering. 1.4.2. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to the Subscription a Private Warrant Agreement (as defined in Section 2.24.2 2.24.6 below), an aggregate of 3,300,000 Warrants 13,400,000 warrants of the Company, or up to 14,750,000 warrants if the Over-Allotment Option is exercised in full (collectively, the “Private Warrants”), at a purchase price of $1.00 0.50 per Private Warrant, Warrant in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions 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, they will purchase up to 337,500 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 Representative to hold in a separate escrow account at least 24 hours one (1) Business Day 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. In January March 2020, the Company issued to Petra Investment Holdings, LLC, a Delaware limited liability company (the “Sponsor”) an aggregate of 3,593,750 Shares 2,875,000 shares of Common Stock (the “Insider Shares”) ), for the aggregate consideration of $25,000, in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In May 2020, the Sponsor transferred 75,000 Insider Shares to three of the Company’s directors and in August 2020 the Sponsor transferred 25,000 Insider Shares to another of the Company’s directors (collectively the “Initial Transferees”). On August 24, 2020, the Sponsor canceled 1,437,500 Insider Shares, resulting in an aggregate holding of 2,156,250 Insider Shares. On September 9, 2020, the Initial Transferees each transferred 15,000 Insider Shares to the Sponsor. On September 9, 2020, the Sponsor transferred 10,000 shares to another of the Company’s directors (collectively with the Sponsor and the Initial Transferees, the “Initial Stockholders”). 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 below)Registration Statement. The Initial Stockholders 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 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”) within the required time period. The Initial Stockholders holders of the Insider Shares shall not have conversion rights with respect to the Insider Shares nor shall the Initial Stockholders holders be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If the Over-Allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum an aggregate of 281,250 375,000 Insider SharesShares shall be required to be forfeited by the holders thereof, as is necessary to maintain the Initial Stockholders’ 20% beneficial ownership in percentage of the Company’s Common Stock held by the holders of Insider Shares at 20% after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but excluding the Representative Shares (defined below) and the purchase of any shares Firm Units in the Offering. 1.4.21.3.2. In March 2020, the Company issued to the Representative and its designees an aggregate of 150,000 shares of Common Stock (the “Representative’s Shares”) at a price of $0.0001 per share in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. 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 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 certain amendments to the Charter Documents (as defined below) as described in the Prospectus (as defined in Section 2.1.1 below) 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 have agreed not to transfer, assign or sell any Representative’s Shares without the Company’s prior consent until the consummation of an initial Business Combination. Additionally, the holders of the Representative’s Shares will not sell during the Offering, or sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(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. Moreover, pursuant to FINRA Conduct Rule 5110(g), 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 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 below). 1.3.3. Simultaneously with the Closing Date, certain stockholders of the Sponsor Company (the “Company Purchasers”) and the Representative (and/or its designees) will purchase from the Company pursuant to the Subscription Agreement Agreements (as defined in Section 2.24.2 below), an aggregate 2,750,000 warrants and 500,000 warrants of 3,300,000 Warrants the Company, respectively, or 3,003,846 warrants and 546,154 warrants, respectively, if the Over-Allotment Option is exercised in full (collectively, the “Private Warrants”), at a purchase price of $1.00 per Private Warrant, Warrant in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below)Prospectus. No underwriting discounts, commissions 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, they will purchase up to 337,500 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 Warrants, including those to be purchased if the full Over-Allotment Option is exercised, to be purchased by the Company Purchasers 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. The Representative will not sell during the Offering, or sell, transfer, assign, pledge or hypothecate any of its Private Warrants for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(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(g), the Private Warrants owned by the Representative 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 Private Warrants owned by the Representative contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Private Warrants shall have registration rights as provided for in the Registration Rights Agreement. Additionally, for as long as the Private Warrants are held by the Representative or its designees or affiliates, they may not be exercised after five years from the effective date of the Registration Statement.

Private Placements. 1.4.1. In January 2020November 2018, the Company issued to Petra Investment Holdings, LLC, a Delaware limited liability company (the “Sponsor”) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ an aggregate of 3,593,750 5,625,000 Shares (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In May 2020, ▇▇. ▇▇▇▇▇ subsequently transferred the Sponsor transferred 75,000 Insider Shares to three of Tuscan Holdings Acquisition LLC, a Delaware limited liability company (the “Sponsor”) and the Company’s other directors and in August 2020 the Sponsor transferred 25,000 Insider Shares to another of the Company’s directors (collectively the “Initial Transferees”). On August 24, 2020, the Sponsor canceled 1,437,500 Insider Shares, resulting in an aggregate holding of 2,156,250 Insider Shares. On September 9, 2020, the Initial Transferees each transferred 15,000 Insider Shares prior to the Sponsor. On September 9, 2020, the Sponsor transferred 10,000 shares to another of the Company’s directors Offering (collectively with the Sponsor and the Initial TransfereesSponsor, the “Initial Stockholders”). 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 below). The 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 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”) within the required time period. The Initial Stockholders shall not have conversion rights with respect to the Insider Shares 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. If the Over-Allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum of 281,250 750,000 Insider Shares, as is necessary to maintain the Initial Stockholders’ 20% beneficial ownership in the Company’s Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but excluding the issuance of the Representative’s Shares and the Private Units and the purchase of any shares in the Offering. 1.4.2. Simultaneously with the Closing Date, the Sponsor and the Representative (and/or its their designees) will purchase from the Company pursuant to the Subscription Agreement Agreements (as defined in Section 2.24.2 below), an aggregate of 3,300,000 Warrants 435,000 Units and 100,000 Units, respectively (the “Private WarrantsUnits”), ) at a purchase price of $1.00 10.00 per Private Warrant, Unit in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Warrants Units are as described in the Prospectus (as defined in Section 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 and the Representative have also agreed that, in the event the Representatives have Representative has exercised the Over-allotment Option, they will purchase up to 337,500 48,785 and 11,215 additional Private Warrants Units, respectively, and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Warrants Units into the Trust Fund such that the amount of funds in the Trust Fund shall be $10.10 10.00 per Public Share sold in the Offering. The purchase price for the Private Warrants Units shall have been delivered to CST&T or counsel for the Company or the Representatives Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. 1.4.3. In November 2018, the Company issued to EBC Holdings, Inc., ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇, each an affiliate of the Representative, an aggregate of 250,000 Shares (the “Representative’s Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. The Representative’s Shares are identical to the 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 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. Additionally, the registered holders of the Representative’s Shares will have registration rights with respect to the Representative’s Shares as set forth in the Registration Rights Agreement (as defined in Section 2.24.5 below). The registered 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(g)(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(g), 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 contain legends to reflect the above FINRA and contractual transfer restrictions.

Private Placements. 1.4.11.3.1. In January 2020August 2019, the Company issued to Petra Investment Holdings, LLC, a Delaware limited liability company InterPrivate Acquisition Management LLC (the “Sponsor”) an aggregate 5,750,000 shares of 3,593,750 Shares Common Stock (the “Insider Shares”) ), for the aggregate consideration of $25,000, in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In May 2020, the Sponsor transferred 75,000 Insider Shares to three of the Company’s directors and in August 2020 the Sponsor transferred 25,000 Insider Shares to another of the Company’s directors (collectively the “Initial Transferees”). On August 24, 2020, the Sponsor canceled 1,437,500 Insider Shares, resulting in an aggregate holding of 2,156,250 Insider Shares. On September 9, 2020, the Initial Transferees each transferred 15,000 Insider Shares to the Sponsor. On September 9, 2020, the Sponsor transferred 10,000 shares to another of the Company’s directors (collectively with the Sponsor and the Initial Transferees, the “Initial Stockholders”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the sale of the Insider Shares. In December 2019, the Sponsor contributed an aggregate of 718,750 Insider Shares back to the Company’s capital for no additional consideration, resulting in there being an aggregate of 5,031,250 Insider Shares outstanding. 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 below)Registration Statement. The Initial Stockholders 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 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”) within the required time period. The Initial Stockholders holders of the Insider Shares shall not have conversion rights with respect to the Insider Shares nor shall the Initial Stockholders holders be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If the Over-Allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum of 281,250 656,250 Insider Shares, as is necessary to maintain the Initial Stockholders’ 20% beneficial ownership in percentage of the Company’s Common Stock held by the holders of Insider Shares at 20% after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but excluding the issuance of the Private Units and the Representative Shares and the purchase of any shares Firm Units in the Offering. 1.4.21.3.2. In September 2019, the Company issued to the Representative an aggregate of 250,000 shares of Common Stock (the “Representative’s Shares”) at a price of $0.0001 per share in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. 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 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 certain amendments to the Charter Documents (as defined below) as described in the Prospectus (as defined in Section 2.1.1 below) 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 during the Offering, or sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(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(g), 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 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 below). 1.3.3. Simultaneously with the Closing Date, the Sponsor (and/or its designees) and the Representative (and/or its designees) will purchase from the Company pursuant to the Subscription Agreement Agreements (as defined in Section 2.24.2 below), an aggregate 397,500 and 87,500 units of 3,300,000 Warrants the Company, respectively, or 440,528 and 96,972 units, respectively, if the Over-Allotment Option is exercised in full (collectively, the “Private WarrantsUnits”), at a purchase price of $1.00 10.00 per Private Warrant, Unit in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Warrants Units are as described in the Prospectus (as defined in Section 2.1.1 below)Prospectus. No underwriting discounts, commissions 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, they will purchase up to 337,500 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 Units have been delivered to CST&T or counsel for the Company or the Representatives Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The Representative will not sell during the Offering, or sell, transfer, assign, pledge or hypothecate any of its Private Units for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(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(g), the Private Units owned by the Representative 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 Private Units owned by the Representative contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Private Units shall have registration rights as provided for in the Registration Rights Agreement.

Private Placements. 1.4.1. In January 2020, the Company issued to Petra Investment Holdings, LLC, a Delaware limited liability company (the “Sponsor”) an aggregate of 3,593,750 Shares (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In May 2020, the Sponsor transferred 75,000 Insider Shares to three of the Company’s directors and in August 2020 the Sponsor transferred 25,000 Insider Shares to another of the Company’s directors (collectively the “Initial Transferees”). On August 24, 2020, the Sponsor canceled 1,437,500 Insider Shares, resulting in an aggregate holding of 2,156,250 Insider Shares. On September 9, 2020, the Initial Transferees each transferred 15,000 Insider Shares to the Sponsor. On September 9, 2020, the Sponsor transferred 10,000 shares to another of the Company’s directors (collectively with the Sponsor and the Initial Transferees, the “Initial Stockholders”). On October 7, 2020, the Company canceled 143,750 Insider Shares. 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 below). The 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 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”) within the required time period. The Initial Stockholders shall not have conversion rights with respect to the Insider Shares 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. If the Over-Allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum of 281,250 262,500 Insider Shares, as is necessary to maintain the Initial Stockholders’ 20% beneficial ownership in the Company’s Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but excluding the purchase of any shares in the Offering. 1.4.2. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to the Subscription Agreement (as defined in Section 2.24.2 below), an aggregate of 3,300,000 3,150,000 Warrants (the “Private Warrants”), at a purchase price of $1.00 per Private Warrant, in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Warrants are as described in the Prospectus (as defined in Section 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, they will purchase up to 337,500 315,000 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. 1.4.11.3.1. In January 2020February 2022, the Company issued to Petra Investment Holdings, LLC, a Delaware limited liability company AlphaVest Holding LP (the “Sponsor” and together with and the Company’s officers, directors and advisors, collectively, the “Insiders”) ), for aggregate consideration of $25,000, an aggregate of 3,593,750 1,725,000 Ordinary Shares (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In May 2020, the Sponsor transferred 75,000 Insider Shares to three of the Company’s directors and in August 2020 the Sponsor transferred 25,000 Insider Shares to another of the Company’s directors (collectively the “Initial Transferees”). On August 24, 2020, the Sponsor canceled 1,437,500 Insider Shares, resulting in an aggregate holding of 2,156,250 Insider Shares. On September 9, 2020, the Initial Transferees each transferred 15,000 Insider Shares to the Sponsor. On September 9, 2020, the Sponsor transferred 10,000 shares to another of the Company’s directors (collectively with the Sponsor and the Initial Transferees, 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 below)Registration Statement. The Initial Stockholders 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 any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, reorganization or other similar business combination, or entering into contractual arrangements arrangements, with one or more businesses or entities (“Business Combination”) within the required time periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Initial Stockholders Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the Initial Stockholders it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that 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 a maximum 225,000 of 281,250 the Insider Shares, as is Shares shall be forfeited in an amount necessary to maintain the Initial StockholdersInsiders’ 20% beneficial ownership interest in the Company’s Common Stock Ordinary Shares after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the EBC Founder Shares (defined below), the Private Shares (defined below) and any shares purchased in the Offering by the Insiders). 1.3.2. In July 2022, the Company issued to the Representative and its designees, for an aggregate purchase price of $1,750.00, 125,000 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 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 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 shares such Underwriter or selected dealer. Additionally, pursuant to 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 Offering.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). EarlyBirdCapital, Inc._______, 2022Page 5 of 44 1.4.21.3.3. Simultaneously with the Closing Date, the Sponsor (Sponsor, the Representative and/or its designees) their designees will purchase from the Company pursuant to the Subscription Agreement Purchase Agreements (as defined in Section 2.24.2 below), an aggregate of 3,300,000 Warrants 390,000 units (the “Private WarrantsUnits” or “Private Securities”), each Private Unit consisting of one Ordinary Shares (the “Private Shares”) and one Right (the “Private Rights”), with the Sponsor purchasing 365,000 Private Units and the Representative and/or its designees purchasing 25,000 Private Units, at a purchase price of $1.00 10.00 per Private Warrant, Unit in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Warrants Units are as described in the Prospectus (as defined in Section 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 and Representative have also agreed that, in the event the Representatives have exercised the Over-allotment OptionOption is exercised, they and/or their designees will purchase up to 337,500 40,500 additional Private Warrants Units, with the Sponsor purchasing 37,904 Private Units and the Represenatative purchasing 2,596 Private Units, and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Warrants Units into the Trust Fund Account such that the amount of funds in the Trust Fund Account shall be $10.10 10.20 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. 1.4.11.3.1. In January On August 11, 2020, the Company issued to Petra Investment Holdings, LLC, a Delaware limited liability company Astrea Acquisition Sponsor LLC (the “Sponsor”) an ), for aggregate consideration of 3,593,750 Shares $25,000, 4,312,500 shares of common stock (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In May 2020, the Sponsor transferred 75,000 Insider Shares to three of the Company’s directors and in August 2020 the Sponsor transferred 25,000 Insider Shares to another of the Company’s directors (collectively the “Initial Transferees”). On August 24, 2020, the Sponsor canceled 1,437,500 Insider Shares, resulting in an aggregate holding of 2,156,250 Insider Shares. On September 9, 2020, the Initial Transferees each transferred 15,000 Insider Shares to the Sponsor. On September 9, 2020, the Sponsor transferred 10,000 shares to another of the Company’s directors (collectively with the Sponsor and the Initial Transferees, 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 below)Registration Statement. The Initial Stockholders 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 any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, reorganization or other similar business combination, or entering into contractual arrangements arrangements, with one or more businesses or entities (“Business Combination”) within the required time periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Initial Stockholders Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the Initial Stockholders it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that 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 a maximum 562,500 of 281,250 the Insider Shares, as is Shares shall be forfeited in an amount necessary to maintain the Initial Stockholders’ Sponsor’s 20% beneficial ownership interest in the Company’s Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the purchase of 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. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to the Subscription Agreement (as defined in Section 2.24.2 below), an aggregate of 3,300,000 Warrants 430,000 units (the “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 $1.00 10.00 per Private Warrant, Unit in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Units, Private Shares and Private Warrants are as described in the Prospectus (as defined in Section 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 OptionOption is exercised, they will purchase up to 337,500 45,000 additional Private Warrants Units and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Warrants Units into the Trust Fund Account such that the amount of funds in the Trust Fund Account shall be $10.10 10.00 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. 1.4.1 In January 2020connection with the Company’s organization, the Company issued to Petra Investment HoldingsNevada PMV Acquisition Holding Company, LLC, a Delaware limited liability company LLC (the “Sponsor”) and the Company’s directors and advisors (collectively, the “Initial Stockholders”), for an aggregate consideration of 3,593,750 Shares $25,000, 2,875,000 shares of Common Stock (the “Insider Shares”) (up to 375,000 of which are subject to forfeiture by the Sponsor to the extent the Over-allotment Option is not exercised in a full). These transactions were effectuated in private placement intended to be transactions (collectively, the “Insider Private Placement”) exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In May 2020, the Sponsor transferred 75,000 Insider Shares to three of the Company’s directors and in August 2020 the Sponsor transferred 25,000 Insider Shares to another of the Company’s directors (collectively the “Initial Transferees”). On August 24, 2020, the Sponsor canceled 1,437,500 Insider Shares, resulting in an aggregate holding of 2,156,250 Insider Shares. On September 9, 2020, the Initial Transferees each transferred 15,000 Insider Shares to the Sponsor. On September 9, 2020, the Sponsor transferred 10,000 shares to another of the Company’s directors (collectively with the Sponsor and the Initial Transferees, the “Initial Stockholders”). No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale Insider Private Placement. Other than in a Permitted Transfer (as defined below), none of the Insider SharesShares may be sold, assigned or transferred by the Insider Stockholders until one year after the date of consummation of the Business Combination; provided that the Insider Shares may be sold, assigned or transferred by the Insider Stockholders prior to such time if (i) the closing price of the Common Stock equals or exceeds $12.00 for any 20 trading days within a 30-trading pay period during the 150-days immediately following the consummation of the Business Combination or (ii) subsequent to the Business Combination, the Company engages in a liquidation, merger, stock exchange or other similar transaction resulting 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 below). The 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 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 (“a Business Combination”) within the required time period. The Initial Insider Stockholders shall not have conversion redemption rights with respect to the Insider Shares nor shall Shares. To the Initial Stockholders be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If extent that the Over-Allotment allotment Option is not exercised by the Underwriters Underwriter in full or in part, up to 375,000 of the Insider Shares shall be subject to forfeiture by the Sponsor. The Sponsor shall will be required to forfeit only such number of Insider Shares, up to a maximum of 281,250 Shares such that the Insider Shares, as is necessary to maintain the Initial Stockholders’ Shares will comprise 20% beneficial ownership in of the Company’s Common Stock issued and outstanding shares of the Company after giving effect to the Offering and the exercise, if any, of the Underwriters’ Underwriter’s Over-Allotment allotment Option but (and excluding the purchase of any shares purchased by the Insider Stockholders in the OfferingOffering or in the aftermarket). 1.4.2. 1.4.2 Simultaneously with the Closing Date, the Sponsor (and/or its designees) will consummate the purchase from the Company pursuant to the Subscription Agreement (as defined in Section 2.24.2 below), 2.22.2 hereof) of an aggregate of 3,300,000 Warrants 7,000,000 warrants (the “Private Placement Warrants”), each warrant exercisable to purchase one-half of one share of Common Stock at $5.75 per half share, at a purchase price of $1.00 0.50 per Private Warrant, Placement Warrant in a private placement (the “Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The terms private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” The Placement Warrants and the shares of Common Stock issuable upon exercise of the Placement Warrants are hereinafter referred to collectively as described in the Prospectus (as defined in Section 2.1.1 below). “Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Warrants sold in the Warrant Private Placement. The Sponsor has also agreed that, Placement Warrants are identical to the Warrants contained in the event Firm Units except that the Representatives have 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 Over-allotment OptionSponsor or its permitted transferees. None of the Placement Securities may be sold, they will purchase up to 337,500 additional Private Warrants assigned or transferred until after consummation of a Business Combination. The Public Securities, the Placement Securities and the Company shall cause Insider Shares are hereinafter referred 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, collectively as the case may be“Securities.”

Private Placements. 1.4.1. In January 2020The Company has issued to ▇▇▇▇▇ ▇▇▇▇, Beira Corp., ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, The Octagon Foundation, The Panaga Group Trust, and Arowana International (collectively, the Company issued to Petra Investment Holdings“Initial Shareholders”), LLCfor aggregate consideration of $25,000, a Delaware limited liability company (the “Sponsor”) an aggregate of 3,593,750 1,725,000 Ordinary Shares (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In May 2020, the Sponsor transferred 75,000 Insider Shares to three of the Company’s directors and in August 2020 the Sponsor transferred 25,000 Insider Shares to another of the Company’s directors (collectively the “Initial Transferees”). On August 24, 2020, the Sponsor canceled 1,437,500 Insider Shares, resulting in an aggregate holding of 2,156,250 Insider Shares. On September 9, 2020, the Initial Transferees each transferred 15,000 Insider Shares to the Sponsor. On September 9, 2020, the Sponsor transferred 10,000 shares to another of the Company’s directors (collectively with the Sponsor and the Initial Transferees, 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 belowhereof). The Initial Stockholders 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 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 (“a Business Combination”) Combination within the required time periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Initial Stockholders Shareholders shall not have conversion rights with respect to the Insider Shares nor shall Shares. To the Initial Stockholders be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, up to 225,000 of the Sponsor Insider Shares shall be subject to forfeiture by the Initial Shareholders. The Initial Shareholders will be required to forfeit such pro rata only a number of Insider Shares, up to a maximum of 281,250 Insider Shares, as is Ordinary Shares necessary to maintain the Initial StockholdersShareholders’ 20% beneficial ownership interest in the Company’s Common Stock Ordinary Shares after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the purchase of the Private Units and any shares purchased in the Offering). 1.4.2. Simultaneously with the Closing DateThe Initial Shareholders have committed, the Sponsor (and/or its designees) will purchase from the Company pursuant to the Subscription Agreement Agreements (as defined in Section 2.24.2 belowhereof), to purchase from the Company an aggregate of 3,300,000 Warrants 395,000 private Units (the “Private WarrantsUnits”), ) at a purchase price of $1.00 10.00 per Private WarrantUnit, simultaneously with the Closing Date, in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The Initial Shareholders have also agreed that if the Over-Allotment Option is exercised by the Underwriters, they will purchase from the Company up to a maximum of 45,000 additional Private Units pro rata with the amount of the Over-Allotment Option exercised so that at least $10.20 per share sold to in the Offering is held in the Trust Account. The purchase price for the Private Units to be sold in the Private Placement is being held in escrow on the date hereof by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP. The terms of the Private Warrants Units are as described in the Prospectus (as defined in Section 2.1.1 below2.1.1). 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, they will purchase up to 337,500 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. In January 2020September 2018, the Company issued to Petra Investment HoldingsS▇▇▇▇▇▇▇ Special Purpose Acquisition Sponsor, LLC, a Delaware limited liability company LLC (the “Sponsor”) an aggregate 4,312,500 shares of 3,593,750 Shares the Company’s common stock (the “Insider Shares”) ), for the aggregate consideration of $25,000, in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In May 2020, the Sponsor transferred 75,000 Insider Shares to three of the Company’s directors and in August 2020 the Sponsor transferred 25,000 Insider Shares to another of the Company’s directors (collectively the “Initial Transferees”). On August 24, 2020, the Sponsor canceled 1,437,500 Insider Shares, resulting in an aggregate holding of 2,156,250 Insider Shares. On September 9, 2020, the Initial Transferees each transferred 15,000 Insider Shares to the Sponsor. On September 9, 2020, the Sponsor transferred 10,000 shares to another of the Company’s directors (collectively with the Sponsor and the Initial Transferees, the “Initial Stockholders”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Sponsor subsequently transferred certain of the Insider Shares to the Company’s director nominees at the same price originally paid for such shares. In December 2018, the Sponsor contributed an aggregate of 575,000 Insider Shares to the Company for no additional consideration, resulting in there being an aggregate of 3,737,500 Insider Shares outstanding. 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 below)Registration Statement. The Initial Stockholders 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 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”) within the required time period. The Initial Stockholders holders of the Insider Shares shall not have conversion rights with respect to the Insider Shares nor shall the Initial Stockholders holders be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If the Over-Allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum of 281,250 487,500 Insider Shares, as is necessary to maintain the Initial Stockholders’ 20% beneficial ownership in percentage of the Company’s Common Stock held by the holders of Insider Shares at 20% after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but excluding the purchase of any shares Firm Units in the Offering. 1.4.2. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to the a Subscription Agreement (as defined in Section 2.24.2 below), an aggregate of 3,300,000 Warrants 4,150,000 warrants of the Company, or 4,540,000 warrants if the Over-Allotment Option is exercised in full (collectively, the “Private Placement Warrants”), at a purchase price of $1.00 per Private Warrant, Placement Warrant in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Placement Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions 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, they will purchase up to 337,500 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 Placement Warrants shall have been delivered to CST&T or counsel for the Company or the Representatives Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Private Placements. 1.4.1. In January 2020September 2018, the Company issued to Petra Investment HoldingsSch▇▇▇▇▇ ▇▇ecial Purpose Acquisition Sponsor, LLC, a Delaware limited liability company LLC (the “Sponsor”) an aggregate 4,312,500 shares of 3,593,750 Shares the Company’s common stock (the “Insider Shares”) ), for the aggregate consideration of $25,000, in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In May 2020, the Sponsor transferred 75,000 Insider Shares to three of the Company’s directors and in August 2020 the Sponsor transferred 25,000 Insider Shares to another of the Company’s directors (collectively the “Initial Transferees”). On August 24, 2020, the Sponsor canceled 1,437,500 Insider Shares, resulting in an aggregate holding of 2,156,250 Insider Shares. On September 9, 2020, the Initial Transferees each transferred 15,000 Insider Shares to the Sponsor. On September 9, 2020, the Sponsor transferred 10,000 shares to another of the Company’s directors (collectively with the Sponsor and the Initial Transferees, the “Initial Stockholders”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Sponsor subsequently transferred certain of the Insider Shares to the Company’s director nominees at the same price originally paid for such 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 below)Registration Statement. The Initial Stockholders 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 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”) within the required time period. The Initial Stockholders holders of the Insider Shares shall not have conversion rights with respect to the Insider Shares nor shall the Initial Stockholders holders be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If the Over-Allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum of 281,250 562,500 Insider Shares, as is necessary to maintain the Initial Stockholders’ 20% beneficial ownership in percentage of the Company’s Common Stock held by the holders of Insider Shares at 20% after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but excluding the purchase of any shares Firm Units in the Offering. 1.4.2. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to the a Subscription Agreement (as defined in Section 2.24.2 below), an aggregate of 3,300,000 Warrants 4,550,000 warrants of the Company, or 5,000,000 warrants if the Over-Allotment Option is exercised in full (collectively, the “Private Placement Warrants”), at a purchase price of $1.00 per Private Warrant, Placement Warrant in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Placement Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions 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, they will purchase up to 337,500 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 Placement Warrants shall have been delivered to CST&T or counsel for the Company or the Representatives Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Private Placements. 1.4.11.3.1. In January 2020February 2022, the Company issued to Petra Investment Holdings, LLC, a Delaware limited liability company AlphaVest Holding LP (the “Sponsor” and together with and the Company’s officers, directors and advisors, collectively, the “Insiders”) ), for aggregate consideration of $25,000, an aggregate of 3,593,750 1,725,000 Ordinary Shares (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In May 2020, the Sponsor transferred 75,000 Insider Shares to three of the Company’s directors and in August 2020 the Sponsor transferred 25,000 Insider Shares to another of the Company’s directors (collectively the “Initial Transferees”). On August 24, 2020, the Sponsor canceled 1,437,500 Insider Shares, resulting in an aggregate holding of 2,156,250 Insider Shares. On September 9, 2020, the Initial Transferees each transferred 15,000 Insider Shares to the Sponsor. On September 9, 2020, the Sponsor transferred 10,000 shares to another of the Company’s directors (collectively with the Sponsor and the Initial Transferees, 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 below)Registration Statement. The Initial Stockholders 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 any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, reorganization or other similar business combination, or entering into contractual arrangements arrangements, with one or more businesses or entities (“Business Combination”) within the required time periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Initial Stockholders Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the Initial Stockholders it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that 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 a maximum 225,000 of 281,250 the Insider Shares, as is Shares shall be forfeited in an amount necessary to maintain the Initial StockholdersInsiders’ 20% beneficial ownership interest in the Company’s Common Stock Ordinary Shares after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the EBC Founder Shares (defined below), the Private Shares (defined below) and any shares purchased in the Offering by the Insiders). EarlyBirdCapital, Inc.December 19, 2022Page 4 of 37 1.3.2. In July 2022, the Company issued to the Representative and its designees, for an aggregate purchase price of $1,750.00, 125,000 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 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 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 shares such Underwriter or selected dealer. Additionally, pursuant to 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 Offeringeconomic 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). 1.4.21.3.3. Simultaneously with the Closing Date, the Sponsor (Sponsor, the Representative and/or its designees) their designees will purchase from the Company pursuant to the Subscription Agreement Purchase Agreements (as defined in Section 2.24.2 below), an aggregate of 3,300,000 Warrants 390,000 units (the “Private WarrantsUnits” or “Private Securities”), each Private Unit consisting of one Ordinary Shares (the “Private Shares”) and one Right (the “Private Rights”), with the Sponsor purchasing 365,000 Private Units and the Representative and/or its designees purchasing 25,000 Private Units, at a purchase price of $1.00 10.00 per Private Warrant, Unit in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Warrants Units are as described in the Prospectus (as defined in Section 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 and Representative have also agreed that, in the event the Representatives have exercised the Over-allotment OptionOption is exercised, they and/or their designees will purchase up to 337,500 40,500 additional Private Warrants Units, with the Sponsor purchasing 37,904 Private Units and the Represenatative purchasing 2,596 Private Units, and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Warrants Units into the Trust Fund Account such that the amount of funds in the Trust Fund Account shall be $10.10 10.20 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. 1.4.11.3.1. In January November 2020, the Company issued to Petra Investment HoldingsGoal Acquisitions Sponsor, LLC, a Delaware limited liability company LLC (the “Sponsor”) an and certain other officers, directors or their affiliates or designees (collectively, the “Insiders”), for aggregate consideration of 3,593,750 Shares $25,000, 5,750,000 shares of common stock (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In May 2020, the Sponsor transferred 75,000 Insider Shares to three of the Company’s directors and in August 2020 the Sponsor transferred 25,000 Insider Shares to another of the Company’s directors (collectively the “Initial Transferees”). On August 24December 16, 2020, the Sponsor canceled 1,437,500 Insider SharesCompany effected a stock dividend of 0.125 shares of Common Stock for each outstanding share of Common Stock, resulting in there being an aggregate holding of 2,156,250 Insider Shares. On September 9, 2020, the Initial Transferees each transferred 15,000 6,468,750 Insider Shares to the Sponsor. On September 9, 2020, the Sponsor transferred 10,000 shares to another of the Company’s directors (collectively with the Sponsor and the Initial Transferees, the “Initial Stockholders”)outstanding. 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 below)Registration Statement. The Initial Stockholders 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 any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, reorganization or other similar business combination, or entering into contractual arrangements arrangements, with one or more businesses or entities (“Business Combination”) within the required time periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Initial Stockholders Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the Initial Stockholders it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that 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 a maximum 843,750 of 281,250 the Insider Shares, as is Shares shall be forfeited in an amount necessary to maintain the Initial Stockholders’ Sponsor’s 20% beneficial ownership interest in the Company’s Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the purchase Representative’s Shares (defined below), Private Shares (defined below) and any shares purchased in the Offering by the Insiders. 1.3.2. In January 2021, the Company issued to the Representative and its designees, for an aggregate of approximately $15.00, 150,000 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 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 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 shares 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 Offering.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). EarlyBirdCapital, Inc.February 10, 2021Page 5 of 41 1.4.21.3.3. Simultaneously with the Closing Date, the Sponsor (and/or its designees) designees will purchase from the Company pursuant to the Subscription Agreement (as defined in Section 2.24.2 below), an aggregate of 3,300,000 Warrants 600,000 units (the “Private Units”), each consisting of one share of Common Stock (the “Private Shares”) and one warrant (the “Private Warrants” and together with the Private Units and Private Shares, the “Private Securities”)), at a purchase price of $1.00 10.00 per Private Warrant, Unit in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Units, Private Shares and Private Warrants are as described in the Prospectus (as defined in Section 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 OptionOption is exercised, they it and/or its designees will purchase up to 337,500 67,500 additional Private Warrants Units and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Warrants Units into the Trust Fund Account such that the amount of funds in the Trust Fund Account shall be $10.10 10.00 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. 1.4.11.3.1. In January On August 5, 2020, the Company issued to Petra Investment Holdings, LLC, a Delaware limited liability company BWA Holdings LLC (the “Sponsor”) an ), for aggregate consideration of $25,000, 3,593,750 Shares shares of Common Stock (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In May 2020, the Sponsor transferred 75,000 Insider Shares to three of the Company’s directors and in August 2020 the Sponsor transferred 25,000 Insider Shares to another of the Company’s directors (collectively the “Initial Transferees”). On August 24, 2020, the Sponsor canceled 1,437,500 Insider Shares, resulting in an aggregate holding of 2,156,250 Insider Shares. On September 9, 2020, the Initial Transferees each transferred 15,000 Insider Shares to the Sponsor. On September 9, 2020, the Sponsor transferred 10,000 shares to another of the Company’s directors (collectively with the Sponsor and the Initial Transferees, 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. On November 9, 2020, the Sponsor returned to the Company for cancellation, at no cost, an aggregate of 718,750 Insider Shares, resulting in there being an aggregate of 2,875,000 Insider Shares being outstanding. 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 below)Registration Statement. The Initial Stockholders 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 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 periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Initial Stockholders Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the Initial Stockholders it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that 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 a maximum 375,000 of 281,250 the Insider Shares, as is Shares shall be forfeited in an amount necessary to maintain the Initial Stockholders’ Sponsor’s 20% beneficial ownership interest in the Company’s Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the purchase Representative’s Shares and any shares purchased in the Offering by the Company’s officers, directors or their affiliates (“Insiders”)). 1.3.2. On August 5, 2020, the Company issued to the Representative and its designees, for an aggregate of approximately $37.78, 377,750 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. On November 9, 2020, the Representative returned to the Company for cancellation, at no cost, an aggregate of 75,550 Representative’s Shares, resulting in an aggregate of 302,200 Representative’s Shares outstanding. The 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 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 shares 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 Offeringeconomic 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). 1.4.21.3.3. Simultaneously with the Closing Date, the Sponsor and the Representative (and/or its their designees) will purchase from the Company pursuant to the Subscription Agreement Agreements (as defined in Section 2.24.2 below), an aggregate of 3,300,000 4,500,000 Warrants (the “Private Warrants”), ) at a purchase price of $1.00 per Private Warrant, Warrant in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, of which the Sponsor will purchase 3,750,000 Private Warrants and the Representative and/or its designees will purchase 750,000 Private Warrants. The terms of the Private Warrants are as described in the Prospectus (as defined in Section 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 and the Representative have also agreed that, in the event the Representatives have exercised the Over-allotment OptionOption is exercised, they and/or their designees will purchase up to 337,500 450,000 additional Private Warrants (of which up to 375,000 Private Warrants would be purchased by the Sponsor and up to 75,000 Private Warrants 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 Warrants into the Trust Fund Account such that the amount of funds in the Trust Fund Account 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.