Common use of Insider Warrants Clause in Contracts

Insider Warrants. The Company’s stockholders prior to this Offering (“Initial Stockholders”) and the Representatives have committed to purchase an aggregate of 1,925,000 Warrants (“Insider Warrants” and together with the shares of Common Stock underlying the Insider Warrants, collectively referred to as the “Insider Securities”) at $1.00 per Warrant (for an aggregate purchase price of $1,925,000) from the Company upon consummation of the Offering. The Insider Securities have been duly authorized and, when issued and paid for in accordance with the Private Placement Purchase Agreements (“Private Placement Purchase Agreements”) and the Insider Warrants, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Insider Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Insider Securities has been duly and validly taken.

Insider Warrants. The Taliera Holdings, LLC (the "Insider Purchaser"), an affiliate of the Company’s stockholders prior to this Offering (“Initial Stockholders”) 's officers and the Representatives have directors, has committed to purchase an aggregate of 1,925,000 1,666,667 Warrants (“"Insider Warrants” " and together with the shares of Common Stock underlying the Insider Warrants, collectively referred to as the “"Insider Securities”") at $1.00 1.20 per Warrant (for an aggregate purchase price of $1,925,0002,000,000) from the Company upon consummation of the Offering. The Insider Securities have been duly authorized and, when issued and paid for in accordance with the Private Placement Purchase Agreements subscription agreements (“Private Placement Purchase "Subscription Agreements”") and the Insider Warrants, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Insider Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Insider Securities has been duly and validly taken.

Insider Warrants. The Taliera Holdings, LLC (the "Insider Purchaser"), an affiliate of the Company’s stockholders prior to this Offering (“Initial Stockholders”) 's officers and the Representatives have directors, has committed to purchase an aggregate of 1,925,000 500,000 Warrants (“"Insider Warrants” " and together with the shares of Common Stock underlying the Insider Warrants, collectively referred to as the “"Insider Securities”") at $1.00 1.20 per Warrant (for an aggregate purchase price of $1,925,000600,000) from the Company upon consummation of the Offering. The Insider Securities have been duly authorized and, when issued and paid for in accordance with the Private Placement Purchase Agreements subscription agreements (“Private Placement Purchase "Subscription Agreements”") and the Insider Warrants, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Insider Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Insider Securities has been duly and validly taken.

Insider Warrants. The Company’s stockholders prior to this Offering officers and directors (the “Initial StockholdersInsider Purchasers”) and the Representatives have committed to purchase an aggregate of 1,925,000 2,550,000 Warrants (“Insider Warrants” and together with the shares of Common Stock underlying the Insider Warrants, collectively referred to as the “Insider Securities”) at $1.00 per Warrant (for an aggregate purchase price of $1,925,0002,550,000) from the Company upon consummation of the Offering. The Insider Securities have been duly authorized and, when issued and paid for in accordance with the Private Placement Purchase Agreements (“Private Placement Purchase Agreements”) and the Insider Warrants, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Insider Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Insider Securities has been duly and validly taken.

Insider Warrants. The Company’s stockholders prior to this Offering (“Initial Stockholders”) and the Representatives have committed to purchase an aggregate of 1,925,000 1,950,000 Warrants (“Insider Warrants” and together with the shares of Common Stock underlying the Insider Warrants, collectively referred to as the “Insider Securities”) at $1.00 per Warrant (for an aggregate purchase price of $1,925,0001,950,000) from the Company upon consummation of the Offering. The Insider Securities have been duly authorized and, when issued and paid for in accordance with the Private Placement Purchase Agreements (“Private Placement Purchase Agreements”) and the Insider Warrants, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Insider Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Insider Securities has been duly and validly taken.

Insider Warrants. The Certain of the Company’s 's stockholders ("Insider Purchaserss") immediately prior to this the Offering (“collectively referred to as the "Initial Stockholders”") and the Representatives have committed to purchase an aggregate of 1,925,000 2,155,000 Warrants (“"Insider Warrants” " and together with the shares of Common Stock underlying the Insider Warrants, collectively referred to as the “"Insider Securities”") at $1.00 0.65 per Warrant (for an aggregate purchase price of $1,925,0001,400,750) from the Company upon consummation of the Offering. The Insider Securities have been duly authorized and, when issued and paid for in accordance with the Private Placement Warrant Purchase Agreements (“Private Placement "Warrant Purchase Agreements”") and the Insider Warrants, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Insider Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Insider Securities has been duly and validly taken.

Insider Warrants. The Company’s stockholders prior CS Capital USA, LLC, Xxxx Xxxx, Xxxxx Xxxxxxxxx, Xxxxx Xx and Xxxxxxx X. Xxxx (hereinafter referred to this Offering (as the “Initial StockholdersInsider Purchasers”) and the Representatives ), have committed to purchase an aggregate of 1,925,000 3,320,000 or 3,608,000 if the Over-allotment Option is exercised in full, Warrants (the “Insider Warrants” and together with the shares of Common Stock Ordinary Shares underlying the Insider Warrants, collectively referred to as the “Insider Securities”) at a purchase price of $1.00 0.50 per Insider Warrant (for an aggregate purchase price of $1,925,0001,660,000, or $1,804,000 if the Over-allotment Option is exercised in full) from the Company upon consummation of the Offering. The Insider Securities have been duly authorized and, when issued and paid for in accordance with the Private Placement Purchase Agreements subscription agreements (“Private Placement Purchase Subscription Agreements”) and the Insider Warrants, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Insider Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Insider Securities has been duly and validly taken.