Common use of Placement Units Clause in Contracts

Placement Units. Simultaneously with the Closing, American Physicians, LLC, the sponsor of the Company (the “Sponsor”) and I-Bankers shall purchase from the Company pursuant to the Subscription Agreement (as defined in Section 2.24.2 hereof) an aggregate of 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 and the securities underlying the Placement Units are hereinafter referred to collectively as the “Placement Securities.” The Placement Units shall be identical to the Units sold in the Offering except that the warrants included in the Placement Units shall be (i) non-redeemable by the Company, and (ii) may be exercised for cash or on a cashless basis, in each case so long as the warrants continue to be held by the initial purchasers of the Placement Units or their permitted transferees (as described in the 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. I-Bankers agrees not to transfer, assign or sell any of the 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 that certain Unit Subscription Agreement dated as of the 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) an officer, partner, registered person, or affiliate of the Representative or of any such underwriter or selected dealer, in each case in accordance with FINRA Conduct Rule 5110(e)(1), or (b) cause the Placement Securities to be the subject of any hedging, short sale, derivative, put or call transaction, for a period of 180 days following the Effective Date, that would result in the effective economic disposition of the Placement Securities, except as provided for in FINRA Rule 5110(3)(2).

Placement Units. Simultaneously with the Closing, American Physicians, LLCClosing Date, the sponsor of the Company Sponsor (the “Sponsor”and/or their designees) and I-Bankers shall will purchase from the Company pursuant to the a Securities Subscription Agreement (as defined in Section 2.24.2 hereofbelow) an aggregate of 479,000 325,000 private units (of the “Placement Units”) (of Company, which 414,000 Placement are identical to the Firm Units will be purchased by the Sponsor and 65,000 Placement Units will be purchased by I-Bankers) 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 securities 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 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.” The Placement Units shall be identical to the Units sold in the Offering except that the warrants included in the Placement Units shall be (i) non-redeemable by the Company, and (ii) may be exercised for cash or on a cashless basis, in each case so long as the warrants continue to be held by the initial purchasers of the Placement Units or their permitted transferees (as described in the 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. I-Bankers agrees not to transfer, assign or sell any of the 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 that certain Unit Subscription Agreement dated as of the 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) an officer, partner, registered person, or affiliate of the Representative or of any such underwriter or selected dealer, in each case in accordance with FINRA Conduct Rule 5110(e)(1), or (b) cause the Placement Securities to be the subject of any hedging, short sale, derivative, put or call transaction, for a period of 180 days following the Effective Date, that would result in the effective economic disposition of the Placement Securities, except as provided for in FINRA Rule 5110(3)(2).”

Placement Units. Simultaneously with the Closing, American Physicians, LLC, the sponsor of the Company Mountain Crest Capital LLC (the “SponsorMCC”) and I-Bankers Chardan shall purchase from the Company Company, pursuant to the Subscription Agreement (as defined in Section 2.24.2 hereof) a written purchase agreement an aggregate of 479,000 185,000 placement 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”) 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 Units, the shares of Common Stock and the securities Rights included in the Placement Units (the “Placement Rights”), and the shares of Common Stock underlying the Placement Units Rights are hereinafter referred to collectively as the “Placement Securities.” The Each Placement Units Unit shall be identical to the Units sold in the Offering except that the warrants included in the Placement Units shall be (i) non-redeemable by the Company, and (ii) may be exercised for cash or on a cashless basis, in each case so long as the warrants continue to be held by the initial purchasers of the Placement Units or their permitted transferees (as described in the Subscription Agreement and the Warrant Agreement (as defined in Section 2.22 hereof))Offering. 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. I-Bankers agrees not Pursuant to transferRule 5110(g)(1) of FINRA’s Rules, assign or sell any of the Placement Securities and agrees Units are subject to waive its redemption and liquidation rights with respect to such the Placement Securities pursuant to the terms set forth in that certain Unit Subscription Agreement dated as of the date hereof. Additionally, Ia lock-Bankers agrees that it will not: (a) sell, transfer, assign, pledge or hypothecate the Placement Securities up for a period of 180 one hundred eighty (180) days immediately following the Effective Date to anyone other than: (i) an underwriter of the Registration Statement or a selected dealer participating the commencement of sales in the Offering, and, for a one year period (including the foregoing one hundred eighty (180) day period) following the Effective Date, may not be sold, transferred, assigned, pledged or (ii) an officer, partner, registered personhypothecated, or affiliate of the Representative or of any such underwriter or selected dealer, in each case in accordance with FINRA Conduct Rule 5110(e)(1), or (b) cause the Placement Securities to be the subject of any hedging, short sale, derivative, derivative or put or call transaction, for a period of 180 days following the Effective Date, transaction that would result in the effective economic disposition of the Placement Securities, except as provided for in FINRA Rule 5110(3)(2)securities.

Placement Units. Simultaneously with the Closing, American Physicians, LLCClosing Date, the sponsor of the Company Sponsor (the “Sponsor”and/or their designees) and I-Bankers shall will purchase from the Company pursuant to the a Securities Subscription Agreement (as defined in Section 2.24.2 hereofbelow) an aggregate of 479,000 310,000 private units (of the “Placement Units”) (of Company, which 414,000 Placement are identical to the Firm Units will be purchased by the Sponsor and 65,000 Placement Units will be purchased by I-Bankers) 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 securities 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 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.” The Placement Units shall be identical to the Units sold in the Offering except that the warrants included in the Placement Units shall be (i) non-redeemable by the Company, and (ii) may be exercised for cash or on a cashless basis, in each case so long as the warrants continue to be held by the initial purchasers of the Placement Units or their permitted transferees (as described in the 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. I-Bankers agrees not to transfer, assign or sell any of the 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 that certain Unit Subscription Agreement dated as of the 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) an officer, partner, registered person, or affiliate of the Representative or of any such underwriter or selected dealer, in each case in accordance with FINRA Conduct Rule 5110(e)(1), or (b) cause the Placement Securities to be the subject of any hedging, short sale, derivative, put or call transaction, for a period of 180 days following the Effective Date, that would result in the effective economic disposition of the Placement Securities, except as provided for in FINRA Rule 5110(3)(2).”

Placement Units. Simultaneously with the Closing, American Physicians, LLCDouble Ventures Holdings Limited, the sponsor of the 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 2.24.2 hereof) an aggregate of 479,000 350,000 units (the “Placement Units”) (of which 414,000 275,000 Placement Units will be purchased by the Sponsor and 65,000 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 and the securities underlying the Placement Units are hereinafter referred to collectively as the “Placement Securities.” The Placement Units shall be identical to the Units sold in the Offering except that the warrants included in the Placement Units shall be (i) non-redeemable by the Company, and (ii) may be exercised for cash or on a cashless basis, in each case so long as the warrants continue to be held by the initial purchasers of the Placement Units or their permitted transferees (as described in the 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. I-Bankers agrees not to transfer, assign or sell any of the 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 that certain Unit Subscription Agreement dated as of the 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) an officer, partner, registered person, a bona fide officer or affiliate partner of the Representative or of any such underwriter or selected dealer, in each case in accordance with FINRA Conduct Rule 5110(e)(15110(g)(1), or (b) cause the Placement Securities to be the subject of any hedging, short sale, derivative, put or call transaction, for a period of 180 days following the Effective Date, that would result in the effective economic disposition of the Placement Securities, except as provided for in FINRA Rule 5110(3)(25110(g)(2).

Placement Units. Simultaneously with the Closing, American Physicians, LLCClosing Date, the sponsor of the Company Sponsor (the “Sponsor”and/or their designees) and I-Bankers shall will purchase from the Company pursuant to the Subscription a Sponsor Unit Purchase Agreement (as defined in Section 2.24.2 hereofbelow) an aggregate of 479,000 275,000 private units (of the “Placement Units”) (of Company, which 414,000 Placement are identical to the Firm Units will be purchased by the Sponsor and 65,000 Placement Units will be purchased by I-Bankers) 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 securities 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 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.” The Placement Units shall be identical to the Units sold in the Offering except that the warrants included in the Placement Units shall be (i) non-redeemable by the Company, and (ii) may be exercised for cash or on a cashless basis, in each case so long as the warrants continue to be held by the initial purchasers of the Placement Units or their permitted transferees (as described in the 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. I-Bankers agrees not to transfer, assign or sell any of the 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 that certain Unit Subscription Agreement dated as of the 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) an officer, partner, registered person, or affiliate of the Representative or of any such underwriter or selected dealer, in each case in accordance with FINRA Conduct Rule 5110(e)(1), or (b) cause the Placement Securities to be the subject of any hedging, short sale, derivative, put or call transaction, for a period of 180 days following the Effective Date, that would result in the effective economic disposition of the Placement Securities, except as provided for in FINRA Rule 5110(3)(2).”

Placement Units. Simultaneously with the Closing, American Physicians, LLCClosing Date, the sponsor of the Company Sponsor (the “Sponsor”and/or their designees) and I-Bankers shall will purchase from the Company pursuant to the a Securities Subscription Agreement (as defined in Section 2.24.2 hereofbelow) an aggregate of 479,000 325,000 private units (of the “Placement Units”) (of Company, which 414,000 Placement are identical to the Firm Units will be purchased by the Sponsor and 65,000 Placement Units will be purchased by I-Bankers) 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 securities 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 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.” The Placement Units shall be identical to the Units sold in the Offering except that the warrants included in the Placement Units shall be (i) non-redeemable by the Company, and (ii) may be exercised for cash or on a cashless basis, in each case so long as the warrants continue to be held by the initial purchasers of the Placement Units or their permitted transferees (as described in the 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. I-Bankers agrees not to transfer, assign or sell any of the 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 that certain Unit Subscription Agreement dated as of the 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) an officer, partner, registered person, or affiliate of the Representative or of any such underwriter or selected dealer, in each case in accordance with FINRA Conduct Rule 5110(e)(1), or (b) cause the Placement Securities to be the subject of any hedging, short sale, derivative, put or call transaction, for a period of 180 days following the Effective Date, that would result in the effective economic disposition of the Placement Securities, except as provided for in FINRA Rule 5110(3)(2).”

Placement Units. Simultaneously with the Closing, American PhysiciansMountain Crest Holding III, LLC, the sponsor of the Company LLC (the “Sponsor”) and I-Bankers Chardan shall purchase from the Company Company, pursuant to the Subscription Agreement (as defined in Section 2.24.2 hereof) a written purchase agreement an aggregate of 479,000 185,000 placement 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”) 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 Units, the shares of Common Stock and the securities Rights included in the Placement Units (the “Placement Rights”), and the shares of Common Stock underlying the Placement Units Rights are hereinafter referred to collectively as the “Placement Securities.” The Each Placement Units Unit shall be identical to the Units sold in the Offering except that the warrants included in the Placement Units shall be (i) non-redeemable by the Company, and (ii) may be exercised for cash or on a cashless basis, in each case so long as the warrants continue to be held by the initial purchasers of the Placement Units or their permitted transferees (as described in the Subscription Agreement and the Warrant Agreement (as defined in Section 2.22 hereof))Offering. 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. I-Bankers agrees not Pursuant to transferRule 5110(g)(1) of FINRA’s Rules, assign or sell any of the Placement Securities and agrees Units are subject to waive its redemption and liquidation rights with respect to such the Placement Securities pursuant to the terms set forth in that certain Unit Subscription Agreement dated as of the date hereof. Additionally, Ia lock-Bankers agrees that it will not: (a) sell, transfer, assign, pledge or hypothecate the Placement Securities up for a period of 180 one hundred eighty (180) days immediately following the Effective Date to anyone other than: (i) an underwriter of the Registration Statement or a selected dealer participating the commencement of sales in the Offering, and, for a one year period (including the foregoing one hundred eighty (180) day period) following the Effective Date, may not be sold, transferred, assigned, pledged or (ii) an officer, partner, registered personhypothecated, or affiliate of the Representative or of any such underwriter or selected dealer, in each case in accordance with FINRA Conduct Rule 5110(e)(1), or (b) cause the Placement Securities to be the subject of any hedging, short sale, derivative, derivative or put or call transaction, for a period of 180 days following the Effective Date, transaction that would result in the effective economic disposition of the Placement Securities, except as provided for in FINRA Rule 5110(3)(2)securities.

Placement Units. Simultaneously with the Closing, American PhysiciansAquaron Investments, LLC, the sponsor of the Company LLC (the “Sponsor”) and I-Bankers Chardan shall purchase from the Company Company, pursuant to the Subscription Agreement (as defined in Section 2.24.2 hereof) a written purchase agreement an aggregate of 479,000 281,250 placement 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”) 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 and (the securities “Placement Rights”), the shares of Common Stock underlying the Placement Rights, the Warrants included in the Placement Units (the “Placement Warrants”), and the shares of Common Stock issuable upon the exercise of the Placement Warrants, are hereinafter referred to collectively as the “Placement Securities.” The Each Placement Units Unit shall be identical to the Units sold in the Offering except that the warrants included in (I) the Placement Units Warrants (a) shall be (i) non-redeemable by the Company, and (iib) 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 each case so long the Prospectus and (II) the Placement Units will include any additional terms or restrictions as the warrants continue to is customary in other similarly structured blank check company offerings or as may be held reasonably required by the initial purchasers Underwriters in order to consummate the Offering, each of which will be set forth in the Registration Statement. Additionally, the holders of the Placement Units or their permitted transferees (shall be subject to those additional limitations and requirements with respect to the Placement Units and underlying securities as described set forth in the Subscription Agreement and the Warrant Agreement Agreements (as defined in Section 2.22 hereof)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. I-Bankers agrees not Pursuant to transferRule 5110(e)(1) of FINRA’s Rules, assign or sell any of the Placement Securities and agrees Units are subject to waive its redemption and liquidation rights with respect to such the Placement Securities pursuant to the terms set forth in that certain Unit Subscription Agreement dated as of the date hereof. Additionally, Ia lock-Bankers agrees that it will not: (a) sell, transfer, assign, pledge or hypothecate the Placement Securities up for a period of 180 one hundred eighty (180) days immediately following the Effective Date to anyone other than: (i) an underwriter of the Registration Statement or a selected dealer participating the commencement of sales in the Offering, and, for a one year period (including the foregoing one hundred eighty (180) day period) following the Effective Date, may not be sold, transferred, assigned, pledged or (ii) an officer, partner, registered personhypothecated, or affiliate of the Representative or of any such underwriter or selected dealer, in each case in accordance with FINRA Conduct Rule 5110(e)(1), or (b) cause the Placement Securities to be the subject of any hedging, short sale, derivative, derivative or put or call transaction, for a period of 180 days following the Effective Date, transaction that would result in the effective economic disposition of the securities. Additionally, the Placement Securities, except as provided for Warrants purchased by Chardan will not be exercisable or convertible more than five years from the commencement of sales of the Offering in compliance with FINRA Rule 5110(3)(25110(g)(8)(A).

Placement Units. Simultaneously with the Closing, American Physicians, LLC, the sponsor of the Company Pacifico Capital LLC (the “Sponsor”) and I-Bankers Chardan shall purchase from the Company Company, pursuant to the Subscription Agreement (as defined in Section 2.24.2 hereof) a written purchase agreement an aggregate of 479,000 281,250 placement 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”) 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 Units, the shares of Common Stock and the securities Rights included in the Placement Units (the “Placement Rights”), and the shares of Common Stock underlying the Placement Units Rights are hereinafter referred to collectively as the “Placement Securities.” The Each Placement Units Unit shall be identical to the Units sold in the Offering except that the warrants included in the Placement Units shall be (i) non-redeemable by the Company, and (ii) may be exercised for cash or on a cashless basis, in each case so long as the warrants continue to be held by the initial purchasers of the Placement Units or their permitted transferees (as described in the Subscription Agreement and the Warrant Agreement (as defined in Section 2.22 hereof))Offering. 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. I-Bankers agrees not Pursuant to transferRule 5110(g)(1) of FINRA’s Rules, assign or sell any of the Placement Securities and agrees Units are subject to waive its redemption and liquidation rights with respect to such the Placement Securities pursuant to the terms set forth in that certain Unit Subscription Agreement dated as of the date hereof. Additionally, Ia lock-Bankers agrees that it will not: (a) sell, transfer, assign, pledge or hypothecate the Placement Securities up for a period of 180 one hundred eighty (180) days immediately following the Effective Date to anyone other than: (i) an underwriter of the Registration Statement or a selected dealer participating the commencement of sales in the Offering, and, for a one year period (including the foregoing one hundred eighty (180) day period) following the Effective Date, may not be sold, transferred, assigned, pledged or (ii) an officer, partner, registered personhypothecated, or affiliate of the Representative or of any such underwriter or selected dealer, in each case in accordance with FINRA Conduct Rule 5110(e)(1), or (b) cause the Placement Securities to be the subject of any hedging, short sale, derivative, derivative or put or call transaction, for a period of 180 days following the Effective Date, transaction that would result in the effective economic disposition of the Placement Securities, except as provided for in FINRA Rule 5110(3)(2)securities.

Placement Units. Simultaneously with the Closing, American Physicians, LLCClosing Date, the sponsor of the Company Sponsor (the “Sponsor”and/or their designees) and I-Bankers shall will purchase from the Company pursuant to the a Securities Subscription Agreement (as defined in Section 2.24.2 hereofbelow) an aggregate of 479,000 325,000 private units (of the “Placement Units”) (of Company, which 414,000 Placement are identical to the Firm Units will be purchased by the Sponsor and 65,000 Placement Units will be purchased by I-Bankers) 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 securities 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 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.” The Placement Units shall be identical to the Units sold in the Offering except that the warrants included in the Placement Units shall be (i) non-redeemable by the Company, and (ii) may be exercised for cash or on a cashless basis, in each case so long as the warrants continue to be held by the initial purchasers of the Placement Units or their permitted transferees (as described in the 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. I-Bankers agrees not to transfer, assign or sell any of the 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 that certain Unit Subscription Agreement dated as of the 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) an officer, partner, registered person, or affiliate of the Representative or of any such underwriter or selected dealer, in each case in accordance with FINRA Conduct Rule 5110(e)(1), or (b) cause the Placement Securities to be the subject of any hedging, short sale, derivative, put or call transaction, for a period of 180 days following the Effective Date, that would result in the effective economic disposition of the Placement Securities, except as provided for in FINRA Rule 5110(3)(2).”

Placement Units. Simultaneously with the Closing, American Physicians, LLC, the sponsor consummation of the Company Offering, Liberty Fields, LLC (the “Sponsor”) and I-Bankers shall purchase from the Company pursuant to the Subscription Agreement (as defined in Section 2.24.2 2.25(b) hereof) an aggregate of 479,000 477,775 units of the Company, which units are identical to the Firm Units subject to certain exceptions (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”), 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 Units, the shares of Class A Common Stock (the “Placement Shares”) and Warrants (the securities “Placement Warrants”) underlying the Placement Units Units, and the shares of Common Stock issuable upon exercise of the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” The Placement Units shall be identical to the Units sold Except as disclosed in the Offering except that the warrants included in the Placement Units shall be (i) non-redeemable by the CompanyRegistration Statement, and (ii) may be exercised for cash or on a cashless basis, in each case so long as the warrants continue to be held by the initial purchasers of the Placement Units or their permitted transferees (as described in the Subscription Agreement and the Warrant Agreement (as defined in Section 2.22 hereof)). 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. I-Bankers agrees not to transfer, assign or sell any of The Subscription Agreement shall state that the Placement Securities and agrees Sponsor has agreed (i) to waive its redemption and liquidation rights with respect to such the Placement Securities pursuant to in connection with the terms set forth in that certain Unit Subscription Agreement dated as completion of the date hereof. Additionally, I-Bankers agrees that it will not: initial Business Combination and (aii) sell, transfer, assign, pledge or hypothecate to waive its rights to liquidating distributions from the trust account with respect to the Placement Securities for a period of 180 days following if the Effective Date Company fails to anyone other than: complete the initial Business Combination within twelve (i12) an underwriter or a selected dealer participating in months from the Offering, or (ii) an officer, partner, registered person, or affiliate closing of the Representative Offering (or of any fifteen (15) months or up to twenty-one (21) months if the Company chooses to extend such underwriter or selected dealerperiod, as described in each case more detail in accordance with FINRA Conduct Rule 5110(e)(1), or (b) cause the Placement Securities to be the subject of any hedging, short sale, derivative, put or call transaction, for a period of 180 days following the Effective Date, that would result in the effective economic disposition of the Placement Securities, except as provided for in FINRA Rule 5110(3)(2this Prospectus).