Common use of Placement Units Clause in Contracts

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

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

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

Placement Units. Simultaneously with the consummation of the OfferingClosing, Koo Dom Investment Mountain Crest Capital LLC (the “SponsorMCC”) and Chardan shall purchase from the Company Company, pursuant to the Subscription Agreement (as defined in Section 2.25.2 hereof) a written purchase agreement an aggregate of 422,275 Units (the “Placement Units”) 185,000 placement units at a purchase price of $10.00 per Placement Unit in a private placement (the “Private Placement”) of which 135,000 Placement Units will be purchased by MCC (the “MCC Placement Units”) and 50,000 Placement Units will be purchased by Chardan (the “Chardan Placement Units”, and together with the MCC Placement Units, the “Placement Units”). The Placement Units, the shares of Common Stock and the Class A Common Stock issuable upon exercise of Rights included in the Placement Units (the “Placement Rights”), and the shares of Common Stock underlying the Placement Rights are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Firm Units except that the Placement Units The placement units are identical to the units sold in this offering except that the Placement Units (a) will not be transferable, assignable or saleable until 30 days after the consummation of our Business Combination except to certain permitted transferees and (b) will be entitled to registration rightsOffering. Except as disclosed in the Registration Statement, there There will be no placement agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securities. The Subscription Agreement shall state that the Sponsor has agreed (iPursuant to Rule 5110(g)(1) to waive its redemption rights with respect to of FINRA’s Rules, the Placement Securities in connection with Units are subject to a lock-up for a period of one hundred eighty (180) days immediately following the completion Effective Date of the initial Business Combination and Registration Statement or the commencement of sales in the Offering, and, for a one year period (iiincluding the foregoing one hundred eighty (180) to waive its rights to liquidating distributions from day period) following the trust account with respect to Effective Date, may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the Placement Securities if the Company fails to complete the initial Business Combination within 12 months from the closing economic disposition of the Offering (or up to 21 months from the closing of this Offering if the Company extends the period of time to consummate an initial Business Combination by the full amount of time)securities.

Placement Units. Simultaneously with the consummation of Closing Date, the Offering, Koo Dom Investment LLC Sponsor (the “Sponsor”and/or their designees) shall will purchase from the Company pursuant to the a Securities Subscription Agreement (as defined in Section 2.25.2 hereofbelow) an aggregate of 422,275 325,000 private units of the Company, which are identical to the Firm Units (the “Placement Units”) subject to certain exceptions at a purchase price of $10.00 per unit (the “Initial Placement Unit Units”) in a private placement (the “Initial Unit Private Placement”), intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Initial Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company additional units on a pro rata basis (up to a maximum of 24,750 private units at a price of $10.00 per unit) (the “Additional Placement Units”) with the amount of the Over-allotment Option exercised so that at least $10.10 per share sold to the public in this Offering is held in trust regardless of whether the Over-allotment Option is exercised in full or part. The Additional Placement Units are identical to the Firm Units subject to certain exceptions and will be sold in a private placement (the “Additional Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Initial Placement Units and the Additional Placement Units are hereinafter referred to collectively as the “Placement Units”. The Initial Unit Private Placement and the Additional Unit Private Placement are hereinafter referred to collectively as the “Unit Private Placement”. The Placement Units, the ordinary shares and the Class A Common Stock warrants underlying the Placement Units, and the ordinary shares issuable upon exercise of the underlying warrants are hereinafter referred to collectively as the “Placement Securities”. None of the Placement Securities may be sold, assigned or transferred by the Sponsor or its transferees until 30 days after the consummation of a Business Combination. The purchase price for the Placement Units to be paid by the Sponsor has been delivered to AST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The Public Securities, the Insider Shares and the Placement Units are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Firm Units except that the Placement Units The placement units are identical to the units sold in this offering except that the Placement Units (a) will not be transferable, assignable or saleable until 30 days after the consummation of our Business Combination except to certain permitted transferees and (b) will be entitled to registration rights. Except as disclosed in the Registration Statement, there will be no placement agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securities. The Subscription Agreement shall state that the Sponsor has agreed (i) to waive its redemption rights with respect to the Placement Securities in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to the Placement Securities if the Company fails to complete the initial Business Combination within 12 months from the closing of the Offering (or up to 21 months from the closing of this Offering if the Company extends the period of time to consummate an initial Business Combination by the full amount of time).”

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

Placement Units. Simultaneously with the consummation of the OfferingClosing, Koo Dom Investment Aquaron Investments, LLC (the “Sponsor”) and Chardan shall purchase from the Company Company, pursuant to the Subscription Agreement (as defined in Section 2.25.2 hereof) a written purchase agreement an aggregate of 422,275 Units (the “Placement Units”) 281,250 placement units at a purchase price of $10.00 per Placement Unit in a private placement (the “Private Placement”) of which 231,250 Placement Units will be purchased by Sponsor (the “Sponsor Placement Units”) and 50,000 Placement Units will be purchased by Chardan (the “Chardan Placement Units”, and together with the Sponsor Placement Units, the “Placement Units”). The Placement Units, the shares of Common Stock, the Rights included in the Placement Units (the “Placement Rights”), the shares of Common Stock underlying the Placement Rights, the Warrants included in the Placement Units (the “Placement Warrants”), and the Class A shares of Common Stock issuable upon the exercise of the Placement Units Warrants, are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Firm Units sold in the Offering except that (I) the Placement Warrants (a) shall be non-redeemable by the Company, (b) may not, subject to certain limited exceptions set forth in the Subscription Agreements (as defined in Section 2.24.2 hereof), be transferred, assigned or sold by the initial purchaser until thirty (30) days after the completion of the Company’s initial business combination, (c) may be exercised for cash or on a cashless basis, as described in the Prospectus and (II) the Placement Units The placement units are identical will include any additional terms or restrictions as is customary in other similarly structured blank check company offerings or as may be reasonably required by the Underwriters in order to consummate the units sold in this offering except that the Placement Units (a) will not be transferableOffering, assignable or saleable until 30 days after the consummation each of our Business Combination except to certain permitted transferees and (b) which will be entitled to registration rights. Except as disclosed set forth in the Registration Statement. Additionally, there the holders of the Placement Units shall be subject to those additional limitations and requirements with respect to the Placement Units and underlying securities as set forth in the Subscription Agreements (as defined in Section 2.24.2). There will be no placement agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securities. The Subscription Agreement shall state that the Sponsor has agreed (iPursuant to Rule 5110(e)(1) to waive its redemption rights with respect to of FINRA’s Rules, the Placement Securities in connection with Units are subject to a lock-up for a period of one hundred eighty (180) days immediately following the completion Effective Date of the initial Business Combination and Registration Statement or the commencement of sales in the Offering, and, for a one year period (iiincluding the foregoing one hundred eighty (180) to waive its rights to liquidating distributions day period) following the Effective Date, may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities. Additionally, the Placement Warrants purchased by Chardan will not be exercisable or convertible more than five years from the trust account with respect to the Placement Securities if the Company fails to complete the initial Business Combination within 12 months from the closing commencement of sales of the Offering (or up to 21 months from the closing of this Offering if the Company extends the period of time to consummate an initial Business Combination by the full amount of timein compliance with FINRA Rule 5110(g)(8)(A).

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

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

Placement Units. Simultaneously with the consummation of Closing Date, the Offering, Koo Dom Investment LLC Sponsor (the “Sponsor”and/or their designees) shall will purchase from the Company pursuant to the a Securities Subscription Agreement (as defined in Section 2.25.2 hereofbelow) an aggregate of 422,275 325,000 private units of the Company, which are identical to the Firm Units (the “Placement Units”) subject to certain exceptions at a purchase price of $10.00 per unit (the “Initial Placement Unit Units”) in a private placement (the “Initial Unit Private Placement”), intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Initial Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company additional units on a pro rata basis (up to a maximum of 24,750 private units at a price of $10.00 per unit) (the “Additional Placement Units”) with the amount of the Over-allotment Option exercised so that at least $10.10 per share sold to the public in this Offering is held in trust regardless of whether the Over-allotment Option is exercised in full or part. The Additional Placement Units are identical to the Firm Units subject to certain exceptions and will be sold in a private placement (the “Additional Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Initial Placement Units and the Additional Placement Units are hereinafter referred to collectively as the “Placement Units”. The Initial Unit Private Placement and the Additional Unit Private Placement are hereinafter referred to collectively as the “Unit Private Placement”. The Placement Units, the ordinary shares, the rights and the Class A Common Stock warrants underlying the Placement Units, and the ordinary shares issuable upon exercise of the underlying warrants and rights are hereinafter referred to collectively as the “Placement Securities”. None of the Placement Securities may be sold, assigned or transferred by the Sponsor or its transferees until 30 days after the consummation of a Business Combination. The purchase price for the Placement Units to be paid by the Sponsor has been delivered to AST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The Public Securities, the Insider Shares and the Placement Units are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Firm Units except that the Placement Units The placement units are identical to the units sold in this offering except that the Placement Units (a) will not be transferable, assignable or saleable until 30 days after the consummation of our Business Combination except to certain permitted transferees and (b) will be entitled to registration rights. Except as disclosed in the Registration Statement, there will be no placement agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securities. The Subscription Agreement shall state that the Sponsor has agreed (i) to waive its redemption rights with respect to the Placement Securities in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to the Placement Securities if the Company fails to complete the initial Business Combination within 12 months from the closing of the Offering (or up to 21 months from the closing of this Offering if the Company extends the period of time to consummate an initial Business Combination by the full amount of time).”

Placement Units. Simultaneously with the consummation Closing, Double Ventures Holdings Limited, the sponsor of the Offering, Koo Dom Investment LLC Company (the “Sponsor”), Hua Mao and Xxxxx Xxxx (the “Anchor Investors”) and I-Bankers shall purchase from the Company pursuant to the Subscription Agreement (as defined in Section 2.25.2 2.24.2 hereof) an aggregate of 422,275 Units 350,000 units (the “Placement Units”) (of which 275,000 Placement Units will be purchased by the Sponsor and the Anchor Investors, and 75,000 Placement Units will be purchased by I-Bankers) at a purchase price of $10.00 per Placement Unit in a private placement (the “Private Placement”). The Placement Units, Units and the Class A Common Stock issuable upon exercise of securities underlying the Placement Units are hereinafter referred to collectively as the “Placement Securities.” Each The Placement Unit Units shall be identical to the Firm Units sold in the Offering except that the Placement Units The placement units are identical to the units sold warrants included in this offering except that the Placement Units shall be (ai) will not non-redeemable by the Company, and (ii) may be transferableexercised for cash or on a cashless basis, assignable in each case so long as the warrants continue to be held by the initial purchasers of the Placement Units or saleable until 30 days after the consummation of our Business Combination except to certain their permitted transferees and (b) will be entitled to registration rights. Except as disclosed described in the Registration Statement, there Subscription Agreement and the Warrant Agreement (as defined in Section 2.22 hereof)). There will be no placement agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securities. The Subscription Agreement shall state that I-Bankers agrees not to transfer, assign or sell any of the Sponsor has agreed (i) Placement Securities and agrees to waive its redemption and liquidation rights with respect to such the Placement Securities pursuant to the terms set forth in connection with the completion that certain Unit Subscription Agreement dated as of the initial Business Combination and date hereof. Additionally, I-Bankers agrees that it will not: (a) sell, transfer, assign, pledge or hypothecate the Placement Securities for a period of 180 days following the Effective Date to anyone other than: (i) an underwriter or a selected dealer participating in the Offering, or (ii) to waive its rights to liquidating distributions from a bona fide officer or partner of the trust account Representative or of any such underwriter or selected dealer, in each case in accordance with respect to FINRA Conduct Rule 5110(g)(1), or (b) cause the Placement Securities if to be the Company fails to complete subject of any hedging, short sale, derivative, put or call transaction, for a period of 180 days following the initial Business Combination within 12 months from Effective Date, that would result in the closing effective economic disposition of the Offering (or up to 21 months from the closing of this Offering if the Company extends the period of time to consummate an initial Business Combination by the full amount of timePlacement Securities, except as provided for in FINRA Rule 5110(g)(2).

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

Placement Units. Simultaneously with the consummation of Closing Date, the Offering, Koo Dom Investment LLC Sponsor (the “Sponsor”and/or their designees) shall will purchase from the Company pursuant to the a Securities Subscription Agreement (as defined in Section 2.25.2 hereofbelow) an aggregate of 422,275 310,000 private units of the Company, which are identical to the Firm Units (the “Placement Units”) subject to certain exceptions at a purchase price of $10.00 per unit (the “Initial Placement Unit Units”) in a private placement (the “Initial Unit Private Placement”), intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Initial Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company additional units on a pro rata basis (up to a maximum of 22,500 private units at a price of $10.00 per unit) (the “Additional Placement Units”) with the amount of the Over-allotment Option exercised so that at least $10.10 per share sold to the public in this Offering is held in trust regardless of whether the Over-allotment Option is exercised in full or part. The Additional Placement Units are identical to the Firm Units subject to certain exceptions and will be sold in a private placement (the “Additional Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Initial Placement Units and the Additional Placement Units are hereinafter referred to collectively as the “Placement Units”. The Initial Unit Private Placement and the Additional Unit Private Placement are hereinafter referred to collectively as the “Unit Private Placement”. The Placement Units, the ordinary shares, the rights and the Class A Common Stock warrants underlying the Placement Units, and the ordinary shares issuable upon exercise of the underlying warrants and rights are hereinafter referred to collectively as the “Placement Securities”. None of the Placement Securities may be sold, assigned or transferred by the Sponsor or its transferees until 30 days after the consummation of a Business Combination. The purchase price for the Placement Units to be paid by the Sponsor has been delivered to AST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The Public Securities, the Insider Shares and the Placement Units are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Firm Units except that the Placement Units The placement units are identical to the units sold in this offering except that the Placement Units (a) will not be transferable, assignable or saleable until 30 days after the consummation of our Business Combination except to certain permitted transferees and (b) will be entitled to registration rights. Except as disclosed in the Registration Statement, there will be no placement agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securities. The Subscription Agreement shall state that the Sponsor has agreed (i) to waive its redemption rights with respect to the Placement Securities in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to the Placement Securities if the Company fails to complete the initial Business Combination within 12 months from the closing of the Offering (or up to 21 months from the closing of this Offering if the Company extends the period of time to consummate an initial Business Combination by the full amount of time).”

Placement Units. Simultaneously with the consummation of the OfferingClosing, Koo Dom Investment Mountain Crest Holding III, LLC (the “Sponsor”) and Chardan shall purchase from the Company Company, pursuant to the Subscription Agreement (as defined in Section 2.25.2 hereof) a written purchase agreement an aggregate of 422,275 Units (the “Placement Units”) 185,000 placement units at a purchase price of $10.00 per Placement Unit in a private placement (the “Private Placement”) of which 110,000 Placement Units will be purchased by Sponsor (the “Sponsor Placement Units”) and 75,000 Placement Units will be purchased by Chardan (the “Chardan Placement Units”, and together with the Sponsor Placement Units, the “Placement Units”). The Placement Units, the shares of Common Stock and the Class A Common Stock issuable upon exercise of Rights included in the Placement Units (the “Placement Rights”), and the shares of Common Stock underlying the Placement Rights are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Firm Units except that the Placement Units The placement units are identical to the units sold in this offering except that the Placement Units (a) will not be transferable, assignable or saleable until 30 days after the consummation of our Business Combination except to certain permitted transferees and (b) will be entitled to registration rightsOffering. Except as disclosed in the Registration Statement, there There will be no placement agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securities. The Subscription Agreement shall state that the Sponsor has agreed (iPursuant to Rule 5110(g)(1) to waive its redemption rights with respect to of FINRA’s Rules, the Placement Securities in connection with Units are subject to a lock-up for a period of one hundred eighty (180) days immediately following the completion Effective Date of the initial Business Combination and Registration Statement or the commencement of sales in the Offering, and, for a one year period (iiincluding the foregoing one hundred eighty (180) to waive its rights to liquidating distributions from day period) following the trust account with respect to Effective Date, may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the Placement Securities if the Company fails to complete the initial Business Combination within 12 months from the closing economic disposition of the Offering (or up to 21 months from the closing of this Offering if the Company extends the period of time to consummate an initial Business Combination by the full amount of time)securities.