Common use of Private Placement Clause in Contracts

Private Placement. Simultaneously with the Closing Date, Sponsor will purchase from the Company, pursuant to a Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants, which placement warrants are substantially identical to the Public Warrants subject to certain exceptions (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), 2,000,000 Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each at a purchase price of $1.00 per Placement Warrant, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants to Sponsor and the Representative is referred to herein as the “Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement (as defined below) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Private Placement. Simultaneously (a) The Purchaser’s financial situation is such that the Purchaser can afford to bear the economic risk of holding the Securities for an indefinite period of time, and the Purchaser can afford to suffer the complete loss of the Purchaser’s investment in the Securities. (b) The Purchaser’s knowledge and experience in financial and business matters are such that the Purchaser is capable of evaluating the merits and risks of the Purchaser’s investment in the Securities or the Purchaser has been advised by a representative possessing such knowledge and experience. (c) The Purchaser understands that the Securities acquired hereunder are a speculative investment which involves a high degree of risk of loss of the entire investment therein, that there will be substantial restrictions on the transferability of the Securities and that following the date hereof there will be no public market for the Securities and that, accordingly, it may not be possible for the Purchaser to sell or pledge the Securities, or any interest in the Securities, in case of emergency or otherwise. (d) The Purchaser and the Purchaser’s representatives, including, to the extent the Purchaser deems appropriate, the Purchaser’s legal, professional, financial, tax and other advisors, have reviewed all documents provided to them in connection with the Closing DatePurchaser’s investment in the Securities, Sponsor will purchase from and the Purchaser understands and is aware of the risks related to such investment. (e) The Purchaser and the Purchaser’s representatives have been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the Company and its respective representatives concerning the Company, pursuant the terms and conditions of the Purchaser’s acquisition of the Securities and related matters and to a Sponsor Purchase Agreement obtain all additional information which the Purchaser or the Purchaser’s representatives deem necessary. (f) The Purchaser is an “accredited investor” as such term is defined in Section 2.21.2 hereof), 4,000,000 private placement warrants, which placement warrants are substantially identical to the Public Warrants subject to certain exceptions (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), 2,000,000 Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each at a purchase price of $1.00 per Placement Warrant, in a private placement intended to be exempt from registration Regulation D promulgated under the Act pursuant 1933 Act. (g) The Purchaser does not have any plan or intention to Section 4(a)(2sell, exchange, transfer or otherwise dispose of (including by way of gift) any of its Securities immediately after the purchase of the Act. The private placement of the Placement Warrants to Sponsor and the Representative is referred to herein as the “Private PlacementSecurities.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement (as defined below) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Private Placement. Simultaneously with the Closing Date, Sponsor will purchase from the Company, pursuant to a Sponsor Purchase Agreement Agreements (as defined in Section 2.21.2 hereof), 4,000,000 private placement the Sponsor and its designees (collectively, the “Collective Purchasers”) and the Representative will purchase from the Company 187,500 units and 75,000 units, respectively, which units are identical to the Units, subject to certain exceptions (the “Placement Units”), at a purchase price of $10.00 per Placement Unit, and the Collective Purchasers will purchase from the Company 1,875,000 warrants, which placement warrants are substantially identical to the Public Warrants underlying the Units, subject to certain exceptions (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), 2,000,000 Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each at a purchase price of $1.00 per Placement Warrant, Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants to Sponsor and the Representative Securities is referred to herein as the “Private Placement.” None of the Placement Units or Placement Warrants, nor the shares of Common Stock underlying the Placement Units or Placement Warrants (collectively, the “Placement Shares”), nor the warrants underlying the Placement Units or the shares of Common Stock underlying Ordinary Shares) such warrants, may be sold, assigned or transferred by Sponsor the Sponsor, the Representative or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain The proceeds from the sale of the Placement Warrants Securities shall be deposited into the Trust Account. . (a) The Representative acknowledges and agrees that the Placement Warrants Units and the underlying Ordinary Shares acquired component securities purchased by the Representative pursuant to the Representative Purchase Agreement (as defined below) it will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the date of effectiveness of the Registration Statement (as defined below) or commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(g)(1) of the FINRA Rule 5110(e)(1)Manual. Accordingly, the Placement Warrants Units and the underlying Ordinary Shares acquired component securities purchased by the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be or the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, Effective Date except to any FINRA member participating in the Offering and the officers, partners, registered persons officers or affiliates partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time lock-up period.

Private Placement. Simultaneously 4.1 In lieu of the provisions set forth in the Fourth Amendment concerning investment of Escrowed Funds in the Offering, if the Offering constitutes a Qualified Financing, the Company and Purchaser shall immediately prior to, or simultaneously with (in the discretion of the Company after consultation with Purchaser), the closing of the Offering, consummate the Private Placement. The consideration for the Private Placement Securities purchased by Purchaser shall consist of (a) the Escrowed Funds then held in the Escrow Account and (b) a reduction of the aggregate amounts outstanding under the Notes (after giving effect to the Notes Conversion) to $2,000,000. Such reduction shall be deemed a prepayment of principal amounts owed under the Notes and any associated accrued and unpaid interest that would be payable in accordance with Section 2.7(e) of the Appendix (Exhibit A) to the Existing Agreement, and shall be applied to outstanding Notes as directed by Purchaser (which directions will be deemed an amendment to Section 2.14 of the Appendix (Exhibit A) to the Existing Agreement), or in the absence of instructions from the Purchaser prior to the Closing DateReadiness Event, Sponsor will purchase from in accordance with Section 2.14 of the Company, pursuant to a Sponsor Purchase Agreement Appendix (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants, which placement warrants are substantially identical Exhibit A) to the Public Warrants subject to certain exceptions Existing Agreement. For the avoidance of doubt, immediately following the Notes Conversion and the consummation of the Private Placement, the aggregate outstanding balance of all the Notes then outstanding shall be $2,000,000, inclusive of principal and associated accrued and unpaid interest thereon (the “Placement Warrants”, and together with the Public WarrantsNote(s) that represents such $2,000,000, the “WarrantsSurviving Notes”), and (ii) . All provisions of the Representative will purchase from the Company, pursuant Existing Agreement shall apply to the Representative Purchase Agreement Surviving Notes, except for those provisions expressly modified in Sections 6.3 through 6.5 of this Amendment. Notwithstanding the provisions of Section 2.7(e) of the Appendix (as defined in Section 2.21.3 hereof), 2,000,000 Placement Warrants, which Placement Warrants are substantially identical Exhibit A) to the Public Warrants subject Existing Agreement or any other provision of the Note Documents, in no event shall the Company be obligated to certain exceptions, each at a pay any accrued and unpaid interest on the principal amount of any outstanding Notes in cash to Purchaser in connection with application of the amounts owed under the Notes toward the purchase price of $1.00 per the Private Placement WarrantSecurities. 4.2 All Private Placement Securities shall have registration rights equivalent to the registration rights provided in the most recent form of warrant attached as an exhibit to the Existing Agreement. 4.3 For the avoidance of doubt, effective on the Stockholder Approval Effectiveness Date, Section 8.3 of the Second Amendment shall not apply to any exercise of the Private Placement Securities. 4.4 The Company and Purchaser shall negotiate in good faith the forms of the Private Placement Securities, which terms shall differ from the Public Offering Warrants and Public Offering Pre-Funded Warrants only as necessary to reflect the terms of Section 4.2 of this Amendment, the nature of such warrants as warrants issued in a private placement intended to be exempt from registration rather than a registered offering under the Securities Act, and that the Private Placement Securities will not have beneficial ownership below any specified level as a condition to exercisability. 4.5 The Company agrees to timely file a Form D with respect to the equity securities being offered and sold by the Company in the Private Placement and under this Amendment (except to the extent already covered by a previously filed Form D) as required under Regulation D under the Securities Act pursuant and to Section 4(a)(2) provide a copy thereof to Purchaser promptly upon request. The Company shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for, or to qualify such securities for, sale to Purchaser under applicable securities or “Blue Sky” laws of the Act. The private placement states of the Placement Warrants United States, and shall provide evidence of such actions to Sponsor and the Representative is referred to herein as the “Private PlacementPurchaser promptly upon request.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement (as defined below) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Private Placement. Simultaneously with the Closing DateClosing, Sponsor will purchase from the Company(i) NorthStar Bio Ventures, pursuant to a Sponsor Purchase Agreement LLC (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants, which placement warrants are substantially identical to the Public Warrants subject to certain exceptions (the “Placement WarrantsNorthStar”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will shall purchase from the Company, pursuant to the Representative Purchase Subscription Agreement (as defined in Section 2.21.3 2.23.2 hereof)) an aggregate of 3,750,000 warrants (or 4,087,500 warrants if the over-allotment option is exercised in full) (the “NorthStar Placement Warrants”) and Chardan Monterey Investments LLC (“Chardan Monterey”) shall purchase from the Company, 2,000,000 pursuant to the Subscription Agreement, an aggregate of 1,250,000 warrants (or 1,362,500 warrants if the over-allotment option is exercised in full) (the “Chardan Monterey Placement Warrants”, together with the NorthStar Placement Warrants, which the “Co-Sponsor Placement Warrants are substantially identical to the Public Warrants subject to certain exceptionsWarrants”), in each case at a purchase price of $1.00 per Co-Sponsor Placement Warrant, Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants to Sponsor and the Representative is referred to herein as (the “Private Placement”). The Co-Sponsor Placement Warrants and the shares of Common Stock underlying the Co-Sponsor Placement Warrants are hereinafter referred to collectively as the “Placement Securities,” and the Public Securities and the Placement Securities are hereinafter referred to collectively as the “Securities.” None of Each Co-Sponsor Placement Warrant shall be identical to the Warrants sold in the Offering except that the Co-Sponsor Placement Warrants (or the underlying Ordinary Shares) may not, subject to certain limited exceptions, be soldtransferred, assigned or transferred sold by Sponsor or the Representative, other than to their permitted transferees initial purchaser until thirty (30) days after consummation the completion of the Company’s initial business combination. The Chardan Monterey Placement Warrants will not be exercisable more than five (5) years from the Effective Date, in accordance with FINRA Rule 5110(g)(8)(A), as long as Chardan Monterey or any of its related persons beneficially own these warrants. There will be no placement agent in the Private Placement and no party shall be entitled to a Business Combination. Certain proceeds placement fee or expense allowance from the sale of the Placement Warrants shall be deposited into the Trust AccountSecurities. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant Pursuant to the Representative Purchase Agreement Rule 5110(g)(1) of FINRA’s (as defined below) will be deemed compensation by Rules, the Financial Industry Regulatory Authority (“FINRA”) and will therefore be Co-Sponsor Placement Warrants are subject to a lock-up for a period of 180 days immediately following the Effective Date of the Registration Statement or the commencement of sales of in the OfferingOffering and, subject to certain limited exceptionsfor that 180 day period following the Effective Date, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they hypothecated, or be the subject of any hedging, short sale, derivative, put, derivative or put or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following securities. Pursuant to Rule 5110(g)(8) of FINRA’s Rules, Chardan Capital Markets, LLC and its related persons may not, with respect to the commencement of sales Chardan Monterey Placement Warrants (and the shares that are issuable upon exercise of the OfferingChardan Monterey Placement Warrants), except to any FINRA member participating in (i) have more than one demand registration right at the Offering and Company’s expense, (ii) exercise their demand registration rights more than five (5) years from the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder effective date of the time periodRegistration Statement, and (iii) exercise their “piggy-back” registration rights more than seven (7) years from the effective date of the Registration Statement, as long as Chardan Capital Markets, LLC or any of its related persons are beneficial owners of Chardan Monterey Placement Warrants.

Private Placement. Simultaneously with the Closing Date, Sponsor the Sponsor, the Representative and Cxxxx & Company Capital Markets (“CCM”) will purchase from the Company, Company pursuant to a Sponsor Purchase Agreement Agreements (as defined in Section 2.21.2 hereof) an aggregate of 1,000,000 Ordinary Shares (900,000 Ordinary Shares by the Sponsor, 70,000 Ordinary Shares by the Representative and 30,000 Ordinary Shares by CCM) or 1,060,000 Ordinary Shares if the Underwriter’s over-allotment option is exercised in full (960,000 Ordinary Shares by the Sponsor, 70,000 Ordinary Shares by the Representative and 30,000 Ordinary Shares by CCM) (collectively, the “Placement Shares”), 4,000,000 private placement warrants, which placement warrants Placement Shares are substantially identical to the Public Warrants Shares, except that the Placement Shares are subject to certain exceptions (transfer restrictions, as described in the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement Prospectus (as defined in Section 2.21.3 hereof), 2,000,000 Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each below) at a purchase price of $1.00 10.00 per Placement Warrant, Share in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants to Sponsor and the Representative Shares is referred to herein as the “Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) Shares may be sold, assigned or transferred by Sponsor the Sponsor, the Representative and CCM or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Private Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants Shares to be purchased by the Representative and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement (as defined below) component securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales Effective Date of the Offering, Registration Statement except to any FINRA member participating in the Offering and the officers, partners, registered persons officers or affiliates partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period, for a period of 180 days immediately following the Effective Date of the Registration Statement or commencement of sales of the Offering. The Public Securities, the Placement Shares and the Founder Shares are hereinafter referred to collectively as the “Securities”.

Private Placement. Simultaneously with the Closing Date, (i) the Sponsor will purchase from the Company, pursuant to a the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants, which placement warrants are substantially identical to the Public Warrants subject to certain exceptions 445,000 units (the “Sponsor Placement WarrantsUnits”, and together with the Public Warrants, the “Warrants”), ) and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), 2,000,000 Placement Warrantsan aggregate of 255,000 units, which Placement Warrants units are substantially identical to the Public Warrants Units subject to certain exceptionsexceptions (the “Initial Representative Placement Units”), each at a purchase price of $1.00 10.00 per Placement WarrantUnit, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In addition to the purchase of the Initial Representative Placement Units, to the extent that the Representative exercises its right to purchase Option Units in accordance with its Over-Allotment Option, the Representative agrees to purchase, at a purchase price of $10.00 per unit, one (1) unit (each a “Representative Option Placement Unit”, and together with the Sponsor Placement Units and the Initial Representative Placement Units, the “Placement Units”, and together with the Public Units, the “Units”), for every 200 Option Units purchased pursuant to Section 1.2 on each such Option Closing Date (up to an additional 15,000 Placement Units if the Over-allotment Option is then-exercised in full in accordance with Section 1.2), in private placement transactions intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants to Sponsor and the Representative is referred to herein as the “Private Placement.” The private placement of the Placement Units to the Sponsor and the Representative is referred to herein as the “Private Placement.” Certain proceeds from the sale of the Placement Units shall be deposited into the Trust Account. None of the Placement Warrants Units (or the underlying Ordinary Sharessecurities) may be sold, assigned or transferred by the Sponsor or the Representative, other than to their permitted transferees transferees, until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants Units and the underlying Ordinary Shares securities acquired by the Representative pursuant to the Representative Purchase Agreement (as defined below) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore also be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants Units and the underlying Ordinary Shares securities acquired by the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Private Placement. Simultaneously with the Closing Date, Sponsor will purchase from the Company, pursuant to a Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 4,500,000 private placement warrants, which placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), 2,000,000 a minimum of 2,425,000 Placement Warrants (the “Representative Initial Placement Warrants”) (or up to 2,575,000 Placement Warrants (as defined below) if the Over-allotment Option is then-exercised in full in accordance with Section 1.2), which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each at a purchase price of $1.00 per Placement Warrant, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. In addition to the purchase of the Representative Initial Placement Warrants, to the extent that the Representative exercises its right to purchase Option Units in accordance with its Over-Allotment Option, the Representative agrees to purchase, at a purchase price of $1.00 per Placement Warrant, one (1) Placement Warrant (each a “Representative Option Placement Warrant”), for every 20 Option Units purchased pursuant to Section 1.2 on each such Option Closing Date, in private placement transactions intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants to Sponsor and the Representative is referred to herein as the “Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement (as defined below) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Private Placement. Simultaneously with the Closing Date, (i) the Sponsor will purchase from the Company, pursuant to a the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants, which placement warrants are substantially identical to the Public Warrants subject to certain exceptions (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 Placement Warrantswarrants, which Placement Warrants warrants are substantially identical to the Public Warrants subject to certain exceptionsexceptions (collectively, each the “Placement Warrants” and together with the Public Warrants, the “Warrants”), at a purchase price of $1.00 per Placement Warrant, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). The private placement of the Placement Warrants to the Sponsor and the Representative is referred to herein as the “Private Placement.” Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or the RepresentativeUnderwriters, other than to their permitted transferees transferees, until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement (as defined below) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore also be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Private Placement. Simultaneously with the Closing DateClosing, Sponsor will Gxxxxxxx Healthcare Holdings, LLC (“Gxxxxxxx Healthcare”) shall purchase from the Company, pursuant to a Sponsor Purchase Subscription Agreement (as defined in Section 2.21.2 2.24.2 hereof), 4,000,000 private placement warrants, which placement an aggregate of 2,775,000 warrants are substantially identical to (or 2,985,938 warrants if the Public Warrants subject to certain exceptions (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”Over-allotment Option is exercised in full), and Cxxxxxx Xxxxxxxx LLC (ii“Cxxxxxx Xxxxxxxx”) the Representative will shall purchase from the Company, pursuant to a Subscription Agreement, an aggregate of 475,714 warrants (or 511,875 warrants if the Representative Purchase Agreement (as defined Over-allotment Option is exercised in Section 2.21.3 hereoffull), 2,000,000 and CCMAUS Pty Ltd. (“CCMAUS” and, collectively with Gxxxxxxx Healthcare and Cxxxxxx Xxxxxxxx, the “Sponsors”) shall purchsae from the Company, pursuant to a Subscription Agreement, an aggregate of 449,286 warrants (or 483,438 warrants if the Over-allotment Option is exercised in full) (collectively, the “Placement Warrants”), which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, in each case at a purchase price of $1.00 per Placement Warrant, Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants to Sponsor and the Representative is referred to herein as (the “Private Placement”). The Placement Warrants and the shares of Common Stock underlying the Placement Warrants are hereinafter referred to collectively as the “Placement Securities,” and the Public Securities and the Placement Securities are hereinafter referred to collectively as the “Securities.” None of Each Placement Warrant shall be identical to the Warrants sold in the Offering except that the Placement Warrants (or a) shall be non-redeemable by the underlying Ordinary SharesCompany, (b) may not, subject to certain limited exceptions, be soldtransferred, assigned or transferred sold by Sponsor or the Representative, other than to their permitted transferees initial purchaser until thirty (30) days after consummation the completion of the Company’s initial business combination and (c) may be exercised for cash or on a Business Combinationcashless basis, as described in the Prospectus, in each case so long as the Placement Warrants continue to be held by the initial purchasers of the Placement Warrants or their permitted transferees (as described in the Subscription Agreements and the Warrant Agreement (as defined in Section 2.22 hereof)). Certain proceeds 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 Warrants shall be deposited into the Trust AccountSecurities. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant Pursuant to the Representative Purchase Agreement Rule 5110(e)(1) of FINRA’s (as defined below) will be deemed compensation Rules, the Placement Warrants purchased by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be Cxxxxxx Xxxxxxxx are subject to a lock-up for a period of 180 days immediately following the Effective Date of the Registration Statement or the commencement of sales of in the OfferingOffering and, subject to certain limited exceptionsfor that 180 day period following the Effective Date, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they hypothecated, or be the subject of any hedging, short sale, derivative, put, derivative or put or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following securities. Pursuant to Rule 5110(g)(8) of FINRA’s Rules, Chardan Capital Markets, LLC and its related persons may not, with respect to the commencement of sales Placement Warrants (and the shares that are issuable upon exercise of the OfferingPlacement Warrants) purchased by Cxxxxxx Xxxxxxxx, except to any FINRA member participating in (i) have more than one demand registration right at the Offering and Company’s expense, (ii) exercise their demand registration rights more than five (5) years from the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder effective date of the time periodRegistration Statement, and (iii) exercise their “piggy-back” registration rights more than seven (7) years from the effective date of the Registration Statement, as long as Chardan Capital Markets, LLC or any of its related persons are beneficial owners of Placement Warrants.

Private Placement. Simultaneously with the Closing Date, (i) the Sponsor will purchase from the Company, pursuant to a the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants, which placement warrants are substantially identical to the Public Warrants subject to certain exceptions (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), 250,000 units and (ii) the Representative Underwriters will purchase from the Company, pursuant to the Representative Underwriter Purchase Agreement (as defined in Section 2.21.3 hereof), 2,000,000 Placement Warrantsan aggregate of 37,500 units, which Placement Warrants units are substantially identical to the Public Warrants Firm Units subject to certain exceptionsexceptions (collectively, each the “Placement Units”), at a purchase price of $1.00 10.00 per Placement WarrantUnit, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company, pursuant to the Sponsor Purchase Agreement, up to an additional 16,875 Placement Units, at a purchase price of $10.00 per Placement Unit and (ii) the Underwriters will purchase from the Company, pursuant to the Sponsor Purchase Agreement, up to an additional 5,625 Placement Units, at a purchase price of $10.00 per Placement Unit, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants Units to the Sponsor and the Representative Underwriters is referred to herein as the “Private Placement.” None of the Placement Warrants (or Units nor the underlying Ordinary Shares (“Placement Shares”) and Warrants (“Placement Warrants”) may be sold, assigned or transferred by Sponsor the Sponsor, the Underwriters or the Representative, other than to their respective permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants Units shall be deposited into the Trust Account. The Representative acknowledges Representatives acknowledge and agrees agree that the Placement Warrants Units to be purchased by the Underwriters and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement (as defined below) component securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(15110(e)(2). Accordingly, the Placement Warrants Units and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement component securities may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales Effective Date of the Offering, Registration Statement except to any FINRA member participating in the Offering and the officers, officers or partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Private Placement. Simultaneously with the Closing Date, Sponsor the Sponsors and the Representative will purchase from the Company, Company pursuant to a Sponsor the Purchase Agreement Agreements (as defined in Section 2.21.2 hereof) an aggregate of 12,000,000 warrants (or up to 13,500,000 warrants if the Underwriters exercise their Over-allotment Option in full), 4,000,000 private placement warrantswhich consist of an aggregate of 9,500,000 warrants purchased by the Sponsors (or 10,625,000 warrants if the Underwriters exercise their Over-allotment Option in full) and 2,500,000 warrants purchased by the Representative (or 2,875,000 warrants if the Underwriters exercise their Over-allotment Option in full), which placement warrants are substantially identical to the Public Warrants warrants included in the Firm Units subject to certain exceptions (the “Firm Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), 2,000,000 Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each at a purchase price of $1.00 per Firm Placement Warrant, Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsors and the Representative will purchase from the Company pursuant to the Purchase Agreements up to an additional 1,800,000 warrants, which consist of an aggregate of 1,125,000 warrants purchased by the Sponsors and 375,000 warrants purchased by the Representative, at a purchase price of $1.00 per warrant, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act (the “Option Placement Warrants” and, together with the Firm Placement Warrants, the “Placement Warrants”). The private placement of the Placement Warrants to Sponsor and the Representative is referred to herein as the “Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by Sponsor the Sponsors, the Representative or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement (as defined below) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Private Placement. Simultaneously with the Closing Date, (i) the Sponsor will purchase from the Company, pursuant to a the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants370,000 units (the “Founder Placement Units”) (or 407,125 Founder Placement Units if the underwriters’ over-allotment option is exercised in full), which placement warrants units are substantially identical to the Public Warrants Firm Units, subject to certain exceptions and 440,000 restricted Class A ordinary shares (the “Restricted Private Placement Warrants”, Shares” and together with the Public WarrantsFounder Placement Units, the “WarrantsFounder Placement Securities”), and at a purchase price of $10.00 per Founder Placement Unit or a combined price of $10.00 per Founder Placement Security, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act; (ii) the Representative Representatives will purchase from the Company, pursuant to the Representative Representatives Purchase Agreement Agreements (as defined in Section 2.21.3 hereof), 2,000,000 an aggregate of 202,500 units (the “Representatives Placement WarrantsUnits,” and together with the Founder Placement Units, which the “Placement Warrants are substantially identical to Units”) (or 232,875 Representatives Placement Units if the Public Warrants subject to certain exceptionsunderwriters’ over-allotment option is exercised in full), each at a purchase price of $1.00 10.00 per Representatives Placement WarrantUnit, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Representatives agree to purchase Representatives Placement Units consistent with their pro rata allocation of the Offering. The private placement of the Founder Placement Warrants Securities and the Representatives Placement Units to the Sponsor and the Representative Representatives is referred to herein as the “Unit Private Placement.” Certain proceeds from the sale of the Founder Placement Securities and the Representatives Placement Units shall be deposited into the Trust Account. None of the Founder Placement Warrants Securities and the Underwriters Placement Units (or the underlying Ordinary SharesShares or Warrants) may be sold, assigned or transferred by Sponsor the Sponsor, the Underwriters or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges Underwriters acknowledge and agrees agree that the Underwriters Placement Warrants Units and the underlying Ordinary Shares and Warrants acquired by the Representative Representatives pursuant to the Representative Representatives Purchase Agreement Agreements (as defined belowin Section 2.21.3) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 one hundred and eighty (180) days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Underwriters Placement Warrants Units and the underlying Ordinary Shares and Warrants acquired by the Representative Representatives pursuant to the Representative Representatives Purchase Agreement Agreements (as defined in Section 2.21.3) may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 one hundred and eighty (180) days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Private Placement. Simultaneously with the Closing Date, Sponsor Holdco will purchase from the Company, pursuant to a Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 4,500,000 private placement warrants, which placement warrants are substantially identical to the Public Warrants subject to certain exceptions (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), 2,000,000 2,500,000 Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each at a purchase price of $1.00 per Placement Warrant, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants to Sponsor Holdco and the Representative is referred to herein as the “Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by Sponsor Holdco or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement (as defined below) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Private Placement. Simultaneously with the Closing Date, (i) the Sponsor will purchase from the Company, pursuant to a the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants and (ii) the Underwriters will purchase from the Company, pursuant to the Underwriters Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 warrants, which placement warrants are substantially identical to the Public Warrants subject to certain exceptions (collectively, the “Placement Warrants”, ” and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), 2,000,000 Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each at a purchase price of $1.00 per Placement Warrant, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). The private placement of the Placement Warrants to the Sponsor and the Representative Underwriters is referred to herein as the “Private Placement.” Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or the RepresentativeUnderwriters, other than to their permitted transferees transferees, until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges Underwriters acknowledge and agrees agree that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative Underwriters pursuant to the Representative Underwriters Purchase Agreement (as defined below) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore also be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative Underwriters pursuant to the Representative Underwriters Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Private Placement. Simultaneously with the Closing Date, (i) the Sponsor will purchase from the Company, pursuant to a the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants, which placement 4,275,000 warrants are substantially identical to the Public Warrants subject to certain exceptions (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), 2,000,000 Placement Warrantsan aggregate of 2,575,000 warrants, which Placement Warrants warrants are substantially identical to the Public Warrants subject to certain exceptionsexceptions (collectively, each the “Placement Warrants” and together with the Public Warrants, the “Warrants”), at a purchase price of $1.00 per Placement Warrant, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). The private placement of the Placement Warrants to the Sponsor and the Representative Underwriters is referred to herein as the “Private Placement.” Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or the Representative, other than to their permitted transferees transferees, until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement (as defined below) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore also be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Private Placement. Simultaneously with the Closing Date, Sponsor will purchase from the Company, pursuant to a Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants, which placement warrants are substantially identical to the Public Warrants subject to certain exceptions (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), 2,000,000 Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each at a purchase price of $1.00 per Placement Warrant, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants to Sponsor and the Representative is referred to herein as the “Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative Each Seller hereby acknowledges and agrees that the Placement Warrants offer and sale of the underlying Ordinary Shares acquired by the Representative shares of Chyron Common Stock hereunder is being made pursuant to an exemption from the Representative Purchase Agreement registration requirements under the Securities Act and, therefore, such shares of Chyron Common Stock cannot be resold unless they are subsequently registered under the Securities Act and any applicable state securities laws or unless an exception from such registration is available. Each Seller hereby agrees that it shall not sell, assign, pledge, transfer or otherwise dispose of or encumber any shares of Chyron Common Stock received by him, her or it (as defined belowi) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following at least fifteen (15) months from the commencement of sales Closing Date and (ii) except pursuant to an exemption from the registration requirements of the OfferingSecurities Act and any applicable state securities laws. Any transfer or purported transfer in violation of this Section 7.11 shall be voidable by Chyron, subject and Chyron shall not be required or obligated to certain limited exceptionsregister any transfer of any shares of Chyron Common Stock in violation of this Section 7.11. Chyron may, and may instruct its transfer agent, to place such stop transfer orders as may be required on the transfer books of Chyron in order to ensure compliance with this Section 7.11. Each certificate representing shares of Chyron Common Stock issued to any Seller pursuant to FINRA Rule 5110(e)(1this Agreement shall upon issuance be endorsed with a legend in substantially the form set forth below: "THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not be soldAND MAY NOT BE OFFERED, transferredSOLD, assignedASSIGNED, pledged or hypothecated nor may they be the subject of any hedgingPLEDGED, short saleTRANSFERRED OR OTHERWISE DISPOSED OF (A) UNTIL THE DATE THAT IS FIFTEEN (15) MONTHS FROM THE CLOSING DATE AND (B) EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period(ii) PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (iii) PURSUANT TO THE RESALE PROVISIONS OF RULE 144 PROMULGATED THEREUNDER."

Private Placement. Simultaneously with the Closing Date, (i) the Sponsor will purchase from the Company, pursuant to a the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement 4,500,000 warrants and (ii) the Underwriters will purchase from the Company, pursuant to the Underwriters Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,500,000 warrants (Xxxxxx Xxxxxxxxxx agreed to purchase 1,750,000 warrants and Odeon Capital Group LLC agreed to purchase 750,000 warrants), which placement warrants are substantially identical to the Public Warrants subject to certain exceptions (collectively, the “Placement Warrants”, ” and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), 2,000,000 Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each at a purchase price of $1.00 per Placement Warrant, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). The private placement of the Placement Warrants to the Sponsor and the Representative Underwriters is referred to herein as the “Private Placement.” Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or the RepresentativeUnderwriters, other than to their permitted transferees transferees, until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges Underwriters acknowledge and agrees agree that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative Underwriters pursuant to the Representative Underwriters Purchase Agreement (as defined below) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore also be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative Underwriters pursuant to the Representative Underwriters Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Private Placement. Simultaneously with the Closing DateClosing, Sponsor will purchase from the Company, pursuant to a Sponsor Purchase Agreement Chardan NexTech 2 Warrant Holdings LLC (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants, which placement warrants are substantially identical to the Public Warrants subject to certain exceptions (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii"Holdings") the Representative will shall purchase from the Company, pursuant to the Representative Purchase Subscription Agreement (as defined in Section 2.21.3 2.24.2 hereof), 2,000,000 ) an aggregate of 3,700,000 warrants (the “Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each ”) at a purchase price of $1.00 0.65 per Placement Warrant, Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants to Sponsor and the Representative is referred to herein as (the “Private Placement”). The Placement Warrants and the shares of Common Stock underlying the Placement Warrants are hereinafter referred to collectively as the “Placement Securities,” and the Public Securities and the Placement Securities are hereinafter referred to collectively as the “Securities.” None of Each Placement Warrant shall be identical to the Warrants sold in the Offering except that the Placement Warrants (or a) shall be non-redeemable by the underlying Ordinary SharesCompany, (b) may not, subject to certain limited exceptions, be soldtransferred, assigned or transferred sold by Sponsor or the Representative, other than to their permitted transferees initial purchaser until thirty (30) days after consummation the completion of the Company’s initial business combination and (c) may be exercised for cash or on a Business Combinationcashless basis, as described in the Prospectus, in each case so long as the Placement Warrants continue to be held by the initial purchasers of the Placement Warrants or their permitted transferees (as described in the Subscription Agreements and the Warrant Agreement (as defined in Section 2.22 hereof)). Certain proceeds 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 Warrants shall be deposited into the Trust AccountSecurities. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant Pursuant to the Representative Purchase Agreement Rule 5110(g)(1) of FINRA’s (as defined below) will be deemed compensation by Rules, the Financial Industry Regulatory Authority (“FINRA”) and will therefore be Placement Warrants are subject to a lock-up for a period of 180 days immediately following the Effective Date of the Registration Statement or the commencement of sales of in the OfferingOffering and, subject to certain limited exceptionsfor that 180 day period following the Effective Date, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they hypothecated, or be the subject of any hedging, short sale, derivative, put, derivative or put or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following securities. Pursuant to Rule 5110(g)(8) of FINRA’s Rules, Chardan Capital Markets, LLC and its related persons may not, with respect to the commencement of sales Placement Warrants (and the shares that are issuable upon exercise of the OfferingPlacement Warrants) purchased by Holdings, except to any FINRA member participating in (i) have more than one demand registration right at the Offering and Company’s expense, (ii) exercise their demand registration rights more than five (5) years from the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder effective date of the time periodRegistration Statement, and (iii) exercise their “piggy-back” registration rights more than seven (7) years from the effective date of the Registration Statement, as long as Chardan Capital Markets, LLC or any of its related persons are beneficial owners of Placement Warrants.

Private Placement. Simultaneously with the Closing DateClosing, Sponsor will purchase from the Company, pursuant to a Sponsor Purchase Agreement Chardan NexTech 2 Warrant Holdings LLC (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants, which placement warrants are substantially identical to the Public Warrants subject to certain exceptions (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii"Holdings") the Representative will shall purchase from the Company, pursuant to the Representative Purchase Subscription Agreement (as defined in Section 2.21.3 2.24.2 hereof), 2,000,000 ) an aggregate of 4,200,000 warrants (or up to 4,442,183 warrants depending on the extent to which the underwriters’ over-allotment option is exercised) (the “Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each ”) at a purchase price of approximately $1.00 0.93 per Placement Warrant, Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants to Sponsor and the Representative is referred to herein as (the “Private Placement”). The Placement Warrants and the shares of Common Stock underlying the Placement Warrants are hereinafter referred to collectively as the “Placement Securities,” and the Public Securities and the Placement Securities are hereinafter referred to collectively as the “Securities.” None of Each Placement Warrant shall be identical to the Warrants sold in the Offering except that the Placement Warrants (or a) shall be non-redeemable by the underlying Ordinary SharesCompany, (b) may not, subject to certain limited exceptions, be soldtransferred, assigned or transferred sold by Sponsor or the Representative, other than to their permitted transferees initial purchaser until thirty (30) days after consummation the completion of the Company’s initial business combination and (c) may be exercised for cash or on a Business Combinationcashless basis, as described in the Prospectus, in each case so long as the Placement Warrants continue to be held by the initial purchasers of the Placement Warrants or their permitted transferees (as described in the Subscription Agreements and the Warrant Agreement (as defined in Section 2.22 hereof)). Certain proceeds 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 Warrants shall be deposited into the Trust AccountSecurities. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant Pursuant to the Representative Purchase Agreement Rule 5110(g)(1) of FINRA’s (as defined below) will be deemed compensation by Rules, the Financial Industry Regulatory Authority (“FINRA”) and will therefore be Placement Warrants are subject to a lock-up for a period of 180 days immediately following the Effective Date of the Registration Statement or the commencement of sales of in the OfferingOffering and, subject to certain limited exceptionsfor that 180 day period following the Effective Date, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they hypothecated, or be the subject of any hedging, short sale, derivative, put, derivative or put or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following securities. Pursuant to Rule 5110(g)(8) of FINRA’s Rules, Chardan Capital Markets, LLC and its related persons may not, with respect to the commencement of sales Placement Warrants (and the shares that are issuable upon exercise of the OfferingPlacement Warrants) purchased by Holdings, except to any FINRA member participating in (i) have more than one demand registration right at the Offering and Company’s expense, (ii) exercise their demand registration rights more than five (5) years from the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder effective date of the time periodRegistration Statement, and (iii) exercise their “piggy-back” registration rights more than seven (7) years from the effective date of the Registration Statement, as long as Chardan Capital Markets, LLC or any of its related persons are beneficial owners of Placement Warrants.

Private Placement. Simultaneously with the On or prior to Closing Date, the Sponsor will purchase from the Company, Company pursuant to a Sponsor Private Placement Unit Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 below) an aggregate of 364,000 private placement warrantsunits (up to 400,000 private placement units if the over-allotment option is exercised) (the “Placement Units”). Each Placement Unit consists of one share of Common Stock, which placement warrants are substantially identical to the Public Warrants subject to certain exceptions one warrant (the “Placement Warrants”) exercisable to purchase one share of Common Stock at $11.50 per share, and together with the Public Warrants, one right (the “WarrantsPlacement Right(s)”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), 2,000,000 Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each at a purchase price of $1.00 10.00 per Placement Warrant, Unit ($3,640,000 in the aggregate ($4,000,000 if the over-allotment option is exercised)) 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 private placement Placement Warrants are identical to the Warrants sold as part of the Placement Warrants to Sponsor and the Representative is referred to herein as the “Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement (as defined below) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of Units in the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, The terms of the Placement Warrants and are as described in the underlying Ordinary Shares acquired by the Representative pursuant Prospectus (as defined in Section 2.1.1 below). The Placement Rights are identical to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition Rights sold as part of the securities by any person for 180 days immediately following the commencement of sales of Units in the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to limited exceptions. Each Placement Right entitles the lockholder thereof to receive one-tenth (1/10) of one share of Common Stock upon consummation of our initial Business Combination. Simultaneously with the Option Closing date (if any), the Sponsor will purchase from the Company pursuant to a Private Placement Unit Purchase Agreement up restriction to an additional 36,000 Placement Units at a purchase price of $10.00 per Placement Unit, intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for the remainder of Placement Units to be paid by the time periodSponsor shall be delivered to CST 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.

Private Placement. Simultaneously with the Closing Date, Sponsor (a) The Parties hereto will purchase from the Company, pursuant use their ----------------- reasonable best efforts to cause UPC to (i) conduct a Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants, which placement warrants are substantially identical to in the Public Warrants subject to certain exceptions United States and such other jurisdictions as it shall deem appropriate of the Initial Preference Shares (or of Dutch Depository Receipts representing such shares) (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), "PRIVATE PLACEMENT") and (ii) consummate the Representative Private Placement as soon as practicable after September 1, 1997 and in no event later than December 1, 1997. The Private Placement will purchase from be conducted in a manner that will enable the Company, initial purchasers to immediately resell the Initial Preference Shares pursuant to the Representative Purchase Agreement Rule 000X (as defined in Section 2.21.3 hereof), 2,000,000 Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each at a purchase price of $1.00 per Placement Warrant, in a private placement intended to be exempt from registration xxx "XXXX 000X XXXXXXXX") promulgated under the Act pursuant to Section 4(a)(2Securities Act, will have accompanying registration rights and will be on terms customary for offerings of its type. (b) DLJ and Xxxxxxx, Xxxxx (the "INITIAL PURCHASERS") shall be co-lead managers (and DLJ shall be the book-runner) of the Act. The private placement Rule 144A Offering and, together with such other persons as they shall designate, shall be the initial purchasers of the Initial Preference Shares. (c) The terms of the Initial Preference Shares will be such that the Private Placement Warrants will result in gross proceeds of $162.5 million to Sponsor Philips Networks, as such sum may be adjusted pursuant to confidential Annex C, attached ------- hereto. (d) Immediately upon the execution hereof the Parties will, and the Representative is referred UIHI Parties shall cause DLJ and Philips shall cause Xxxxxxx, Xxxxx to, commence any and all actions necessary and appropriate to herein enable UPC to consummate the Private Placement as soon as practicable after September 1, 1997. In furtherance thereof, the Parties will cooperate with the Initial Purchasers to prepare a preliminary Offering Memorandum, a final Offering Memorandum, a "road show" presentation and such other marketing materials as Philips Networks and the Initial Purchasers shall reasonably request, and shall take all such other steps, including, but not limited to, participating in customary "road show" presentations, as the “Private Placement.” None of Initial Purchasers shall reasonably request in order to market the Placement Warrants (or the underlying Ordinary Initial Preference Shares) may be sold, assigned or transferred by Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants UPC will provide Philips Networks and the underlying Ordinary Shares acquired by Initial Purchasers with all information concerning the Representative pursuant to the Representative Purchase Agreement (business and affairs of UPC as defined below) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants Philips Networks and the underlying Ordinary Shares acquired by Initial Purchasers reasonably deem necessary to effect the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time periodInitial Preference Shares.

Private Placement. Simultaneously with the The Subscriber hereby irrevocably subscribes for, and on Closing Date, Sponsor will purchase from the Company, pursuant to the following securities at a Sponsor Purchase Agreement price of US$_______ per Share: ______________ Shares WITNESS: EXECUTION BY SUBSCRIBER: _____________________________ Signature of witness Xxxxx Xxxxx XxXxxxxx Name of witness X Signature of Subscriber Name of Subscriber (as defined in Section 2.21.2 hereof)please print) ACCEPTED this _______ day of _____________, 4,000,000 private placement warrants, which placement warrants are substantially identical to the Public Warrants subject to certain exceptions _________. MEDORA CORP. Per: __________________________________________________ Authorized signatory __________________________________________ __________________________________________ Address of Subscriber (the “Placement Warrants”, and together with the Public Warrantsresidence) By signing this acceptance, the “Warrants”)Company agrees to be bound by all representations, warranties, covenants and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase agreements on pages 4-11 hereof. This Subscription Agreement (as defined may be executed in Section 2.21.3 hereof), 2,000,000 Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptionsany number of counterparts, each at of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a purchase price of $1.00 per Placement Warrant, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants to Sponsor and the Representative is referred to herein as the “Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement (as defined below) printed copy will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) to be execution and will therefore be subject to lock-up for a period delivery of 180 days immediately following the commencement of sales this Subscription Agreement as of the Offeringdate hereinafter set forth. NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, subject to certain limited exceptionsOR ANY U.S. STATE SECURITIES LAWS, pursuant to FINRA Rule 5110(e)(1)AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. AccordinglyPRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: MEDORA CORP. (the "Company") 0 Xxxxxxx Xxxx Xxxxxxxx, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not be soldXxxxxxx, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.Xxxx Xxxxxx

Private Placement. Simultaneously with Prior to the Closing Effective Date, Sponsor will Sang-Xxxx Xxx, our Chairman and Chief Executive Officer (the “Placement Investor”) shall purchase from the Company, Company pursuant to a Sponsor Purchase the Subscription Agreement (as defined in Section 2.21.2 2.25.2 hereof), 4,000,000 private placement warrants, which placement 2,307,692 warrants are substantially identical to the Public Warrants subject to certain exceptions (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), 2,000,000 Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each at a purchase price of $1.00 1.30 per Placement Warrant, Warrant in a private placement Private Placement (the “Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(24(2) of the Securities Act of 1933, as amended (the “Act”). The private placement warrants purchased in the Private Placement (the “Placement Warrants”) will be identical to the Warrants except that the Placement Warrants (i) will not be transferable or salable by the Placement Investor (subject to limited exceptions including the transferee agreeing to be bound to such transfer restrictions) until the Company complete its initial business combination, (ii) are exercisable for cash or on a cashless basis at the holder’s option and (iii) will be non-redeemable so long as they are held by the Placement Investor or his permitted transferees. The Placement Warrants and Ordinary Shares issuable upon exercise of the Placement Warrants to Sponsor and the Representative is are hereinafter referred to herein collectively as the “Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement.” . None of the Placement Warrants (or the underlying Ordinary Shares) Securities may be sold, assigned or transferred by Sponsor or the Representative, other than to their permitted transferees Placement Investor until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale The Placement Investors shall have no right to any liquidation distributions with respect to any portion of the Placement Warrants shall be deposited into Securities in the Trust Accountevent the Company. The Representative acknowledges and agrees that Placement Investor shall not have redemption rights with respect to the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement (as defined below) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the OfferingSecurities. _________ __, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.2008

Private Placement. Simultaneously with the Closing Date, Sponsor (a) The Parties hereto will purchase from the Company, pursuant use their ----------------- reasonable best efforts to cause UPC to (i) conduct a Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants, which placement warrants are substantially identical to in the Public Warrants subject to certain exceptions United States and such other jurisdictions as it shall deem appropriate of the Initial Preference Shares (or of Dutch Depository Receipts representing such shares) (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), "PRIVATE PLACEMENT") and (ii) consummate the Representative Private Placement as soon as practicable after September 1, 1997 and in no event later than December 11, 1997. The Private Placement will purchase from be conducted in a manner that will enable the Company, initial purchasers to immediately resell the Initial Preference Shares pursuant to the Representative Purchase Agreement Rule 000X (as defined in Section 2.21.3 hereof), 2,000,000 Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each at a purchase price of $1.00 per Placement Warrant, in a private placement intended to be exempt from registration xxx "XXXX 000X XXXXXXXX") promulgated under the Act pursuant to Section 4(a)(2Securities Act, will have accompanying registration rights and will be on terms customary for offerings of its type. (b) DLJ and Xxxxxxx, Xxxxx (the "INITIAL PURCHASERS") shall be co- lead managers (and DLJ shall be the book-runner) of the Act. The private placement Rule 144A Offering and, together with such other persons as they shall designate, shall be the initial purchasers of the Initial Preference Shares. (c) The terms of the Initial Preference Shares will be such that the Private Placement Warrants will result in gross proceeds of $162.5 million to Sponsor Philips Networks, as such sum may be adjusted pursuant to confidential Annex C, attached ------- hereto. (d) Immediately upon the execution hereof the Parties will, and the Representative is referred UIHI Parties shall cause DLJ and Philips shall cause Xxxxxxx, Xxxxx to, commence any and all actions necessary and appropriate to herein enable UPC to consummate the Private Placement as soon as practicable after September 1, 1997. In furtherance thereof, the Parties will cooperate with the Initial Purchasers to prepare a preliminary Offering Memorandum, a final Offering Memorandum, a "road show" presentation and such other marketing materials as Philips Networks and the Initial Purchasers shall reasonably request, and shall take all such other steps, including, but not limited to, participating in customary "road show" presentations, as the “Private Placement.” None of Initial Purchasers shall reasonably request in order to market the Placement Warrants (or the underlying Ordinary Initial Preference Shares) may be sold, assigned or transferred by Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants UPC will provide Philips Networks and the underlying Ordinary Shares acquired by Initial Purchasers with all information concerning the Representative pursuant to the Representative Purchase Agreement (business and affairs of UPC as defined below) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants Philips Networks and the underlying Ordinary Shares acquired by Initial Purchasers reasonably deem necessary to effect the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time periodInitial Preference Shares.

Private Placement. Simultaneously with (a) The Investor is (i) an “accredited investor” within the Closing Date, Sponsor will purchase from meaning of Rule 501 of Regulation D promulgated under the Company, pursuant to a Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants, which placement warrants are substantially identical to the Public Warrants subject to certain exceptions (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and Securities Act; (ii) aware that the Representative will purchase from sale of the Company, pursuant Shares to the Representative Purchase Agreement (as defined it is being made in Section 2.21.3 hereof), 2,000,000 Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each at a purchase price of $1.00 per Placement Warrant, in reliance on a private placement intended to be exempt exemption from registration under the Securities Act pursuant to Section 4(a)(2and (iii) of acquiring the Act. Shares for its own account. (b) The private placement of the Placement Warrants to Sponsor and the Representative is referred to herein as the “Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges Investor understands and agrees that the Placement Warrants and Shares are being offered in a transaction not involving any public offering within the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement (as defined below) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales meaning of the OfferingSecurities Act, subject to certain limited exceptionsthat such Shares have not been and, pursuant to FINRA Rule 5110(e)(1). Accordinglyexcept as contemplated in this Agreement, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may will not be soldregistered under the Securities Act and that such Shares may be offered, transferred, assignedresold, pledged or hypothecated nor may they be otherwise transferred only (i) in a transaction not involving a public offering, (ii) pursuant to an exemption from registration under the subject Securities Act provided by Rule 144 thereunder (if available), (iii) pursuant to an effective registration statement under the Securities Act, or (iv) to the Company or one of its subsidiaries, in each of cases (i) through (iv) in accordance with any applicable securities Laws of any hedgingState of the United States, short saleand that it will notify any subsequent purchaser of Shares from it of the resale restrictions referred to above, derivativeas applicable. (c) The Investor understands that, putunless sold pursuant to a registration statement that has been declared effective under the Securities Act or in compliance with Rule 144 thereunder, the Company may require that the Shares will bear a legend or call transaction other restriction substantially to the following effect (it being agreed that would result if the Shares are not certificated, other appropriate restrictions shall be implemented to give effect to the following): “THE SECURITIES EVIDENCED HEREBY WERE ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. THE HOLDER OF SUCH SECURITIES AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITIES MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN A TRANSACTION NOT INVOLVING A PUBLIC OFFERING, (II) PURSUANT TO ANY OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, INCLUDING RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (IV) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL NOTIFY ANY SUBSEQUENT PURCHASER OF SUCH SECURITIES FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. SUCH SECURITIES MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF THE SECURITIES PURCHASE AGREEMENT, DATED AS OF FEBRUARY 3, 2016.” (d) The Investor, either alone or together with its Representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the effective Shares, and has so evaluated the merits and risks of such investment. The Investor understands that the Investor must bear the economic disposition risk of this investment in the Shares indefinitely, and is able to bear such risk and is able to afford a complete loss of such investment. (e) The Investor acknowledges that the Investor and/or its Representatives (i) have conducted its own investigation of the securities by any person for 180 days immediately following Company and the commencement of sales terms of the OfferingShares, except (ii) have had access to the Company’s public filings with the Commission and to such financial and other information as it deems necessary to make its decision to purchase the Shares, and (iii) have been offered the opportunity to conduct such review and analysis of the business, assets, condition, operations and prospects of the Company and its Subsidiaries and to ask questions of the Company and received answers thereto, each as deemed necessary in connection with the decision to purchase the Shares. The Investor further acknowledges that it has had such opportunity to consult with their own counsel, financial and tax advisors and other professional advisers as is sufficient for purposes of the purchase of the Shares. (f) The Investor understands that the Company will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements. (g) Except for the representations and warranties contained in Section 3 of this Agreement, the Investor acknowledges that neither the Company nor any FINRA member participating in Person on behalf of the Offering Company makes, and the officersInvestor has not relied upon, partners, registered persons any other express or affiliates thereof, if all securities so transferred remain subject implied representation or warranty with respect to (i) the Company or any of its Subsidiaries or (ii) any other information provided to the lock-up restriction for Investor or any of its Representatives in connection with the remainder of the time periodtransactions contemplated by this Agreement.

Private Placement. Simultaneously with the Closing DateClosing, Sponsor will purchase from the Company, pursuant to a Sponsor Purchase Agreement Chardan NexTech 2 Warrant Holdings LLC (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants, which placement warrants are substantially identical to the Public Warrants subject to certain exceptions (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii"Holdings") the Representative will shall purchase from the Company, pursuant to the Representative Purchase Subscription Agreement (as defined in Section 2.21.3 2.24.2 hereof), 2,000,000 ) an aggregate of 4,200,000 warrants (or up to 4,385,185 warrants depending on the extent to which the underwriters’ over-allotment option is exercised) (the “Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each ”) at a purchase price of $1.00 0.81 per Placement Warrant, Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants to Sponsor and the Representative is referred to herein as (the “Private Placement”). The Placement Warrants and the shares of Common Stock underlying the Placement Warrants are hereinafter referred to collectively as the “Placement Securities,” and the Public Securities and the Placement Securities are hereinafter referred to collectively as the “Securities.” None of Each Placement Warrant shall be identical to the Warrants sold in the Offering except that the Placement Warrants (or a) shall be non-redeemable by the underlying Ordinary SharesCompany, (b) may not, subject to certain limited exceptions, be soldtransferred, assigned or transferred sold by Sponsor or the Representative, other than to their permitted transferees initial purchaser until thirty (30) days after consummation the completion of the Company’s initial business combination and (c) may be exercised for cash or on a Business Combinationcashless basis, as described in the Prospectus, in each case so long as the Placement Warrants continue to be held by the initial purchasers of the Placement Warrants or their permitted transferees (as described in the Subscription Agreements and the Warrant Agreement (as defined in Section 2.22 hereof)). Certain proceeds 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 Warrants shall be deposited into the Trust AccountSecurities. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant Pursuant to the Representative Purchase Agreement Rule 5110(g)(1) of FINRA’s (as defined below) will be deemed compensation by Rules, the Financial Industry Regulatory Authority (“FINRA”) and will therefore be Placement Warrants are subject to a lock-up for a period of 180 days immediately following the Effective Date of the Registration Statement or the commencement of sales of in the OfferingOffering and, subject to certain limited exceptionsfor that 180 day period following the Effective Date, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they hypothecated, or be the subject of any hedging, short sale, derivative, put, derivative or put or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following securities. Pursuant to Rule 5110(g)(8) of FINRA’s Rules, Chardan Capital Markets, LLC and its related persons may not, with respect to the commencement of sales Placement Warrants (and the shares that are issuable upon exercise of the OfferingPlacement Warrants) purchased by Holdings, except to any FINRA member participating in (i) have more than one demand registration right at the Offering and Company’s expense, (ii) exercise their demand registration rights more than five (5) years from the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder effective date of the time periodRegistration Statement, and (iii) exercise their “piggy-back” registration rights more than seven (7) years from the effective date of the Registration Statement, as long as Chardan Capital Markets, LLC or any of its related persons are beneficial owners of Placement Warrants.

Private Placement. Simultaneously In respect of the Private Placement: (1) The Company hereby appoints the Agents to act as the Company’s exclusive agents to offer and sell the Special Warrants on a “best-efforts” private placement agency basis, and the Agents, severally, hereby accept such appointment. Notwithstanding anything to the contrary contained herein or any oral representations or assurances previously or subsequently made by the parties hereto, this Agreement does not constitute a commitment by, or legally binding obligation of, the Agents or any of their affiliates to act as underwriters, initial purchasers, arrangers, and/or placement agents in connection with the Closing DateSpecial Warrants, Sponsor or to provide or arrange any financing, other than the appointment as agents in connection with the Offering in accordance with the prior sentence and otherwise on the terms set forth herein. (2) The Company understands that the Agents will purchase have the right to and will use their best efforts to arrange for the Special Warrants to be purchased by the Special Warrant Purchasers: (a) in the Selling Jurisdictions (other than the United States) on a private placement basis in compliance with Applicable Securities Laws and Schedule “A” hereto, such that the offer and sale of the Special Warrants does not obligate the Company to file a prospectus (other than the Preliminary Qualification Prospectus, the Final Qualification Prospectus or any Supplementary Material relating to the distribution of the Equity Units, as contemplated in this Agreement); and (b) in such other jurisdictions as consented to by the Company on a private placement basis in compliance with all Applicable Securities Laws of such other jurisdictions; provided that no prospectus, registration statement or similar document is required to be filed in such jurisdiction, no registration or similar requirement would apply with respect to the Company in such other jurisdictions, and the Company does not thereafter become subject to on-going continuous disclosure obligations in such other jurisdictions. (3) The Company covenants and agrees to use commercially reasonable efforts to: (i) prepare and file the Preliminary Qualification Prospectus and obtain a Preliminary Receipt therefor from the CompanyBCSC as soon as practicable, pursuant to a Sponsor Purchase Agreement (as defined and in Section 2.21.2 hereof)any event, 4,000,000 private placement warrants, which placement warrants are substantially identical prior to the Public Warrants subject to certain exceptions (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), Qualification Deadline; and (ii) promptly resolve all comments received or deficiencies raised by the Representative Securities Commissions in respect of the Preliminary Qualification Prospectus as expeditiously as possible. If the Company does not obtain the Preliminary Receipt prior to the Qualification Deadline, the Company covenants in favour of the Purchasers to continue to use its commercially reasonable efforts to obtain the Preliminary Receipt as soon as possible, provided that the Company will purchase no longer be required to do so after such time as all of the Special Warrants have been, or are deemed to have been, exercised. (4) The Company covenants and agrees to use commercially reasonable efforts to, as soon as practicable after all comments of the Securities Commissions have been satisfied with respect to the Preliminary Qualification Prospectus, prepare and file the Final Qualification Prospectus and obtain a Final Receipt therefor from the BCSC. The Company will promptly take, or cause to be taken, all reasonable steps and proceedings that may from time to time be required under Applicable Securities Laws in the Qualifying Jurisdictions to qualify the distribution of the Units and the Broker Warrants issuable in connection with the Private Placement in the Qualifying Jurisdictions. (5) The Company will cause commercial copies of the Final Qualification Prospectus and any Supplementary Material to be delivered to the Agents without charge, in such numbers and in such cities in the Selling Jurisdictions as the Agents may reasonably request. Such delivery will be effected as soon as practicable and, in any event, within three Business Days following the date that the Final Receipt is issued to the Company. (6) Each delivery to the Agents of the Preliminary Qualification Prospectus, the Final Qualification Prospectus and/or any Supplementary Material by or on behalf of the Company will constitute the representation and warranty of the Company to the Agents that: (a) all information and statements (except information and statements relating solely to and provided in writing by the Agents) contained and incorporated by reference in the Preliminary Qualification Prospectus or the Final Qualification Prospectus or any Supplementary Material, as the case may be, are, at the respective dates of delivery thereof, true and correct and contain no misrepresentation or untrue, false or misleading statement of a material fact and, on the respective dates of delivery thereof, the Preliminary Qualification Prospectus, the Final Qualification Prospectus or any Supplementary Material provide full, true and plain disclosure of all material facts relating to the Company (on a consolidated basis), the Special Warrants and the Equity Units, as required by Applicable Securities Laws of the Qualifying Jurisdictions; (b) no material fact has been omitted from any of the Preliminary Qualification Prospectus, the Final Qualification Prospectus or any Supplementary Material (except information and statements relating solely to and provided in writing by the Agents) which is required to be stated therein or is necessary to make the statements therein not misleading in light of the circumstances in which they were made; and (c) each of such documents complies with the requirements of the Applicable Securities Laws of the Qualifying Jurisdictions. Such delivery will also constitute the Company’s consent to the Agents and any Selling Firm’s use of the Preliminary Qualification Prospectus, the Final Qualification Prospectus and any Supplementary Material in connection with the distribution of the Equity Units in the Qualifying Jurisdictions in compliance with the provisions of this Agreement. (7) The form and substance of the Preliminary Qualification Prospectus, the Final Qualification Prospectus and any Supplementary Material will be satisfactory to the Agents, acting reasonably, prior to the filing thereof with the Securities Commissions. (8) The Company will deliver to the Agents prior to or concurrently with the filing of the Preliminary Qualification Prospectus and Final Qualification Prospectus, as applicable, unless otherwise indicated: (a) a copy of the Preliminary Qualification Prospectus and the Final Qualification Prospectus manually signed on behalf of the Company, by the persons and in the form required by Applicable Securities Laws in the Qualifying Jurisdictions; (b) a copy of any other document filed with, or delivered to, the Securities Commissions by the Company under Applicable Securities Laws in the Qualifying Jurisdictions in connection with the filing of the Preliminary Qualification Prospectus and the Final Qualification Prospectus; and (c) in the case of the Final Qualification Prospectus, a “long-form” comfort letter dated the date of the Final Qualification Prospectus, in form and substance satisfactory to the Agents, acting reasonably, addressed to the Agents, from the Company’s Auditors, pursuant and based on a review completed not more than two Business Days prior to the Representative Purchase Agreement date of the letter, with respect to certain financial and accounting information relating to the Company included and incorporated by reference in the Final Qualification Prospectus, which letter will be in addition to the auditors’ report contained in the Final Qualification Prospectus and any auditors’ comfort letter addressed to or filed with the Securities Commissions under Applicable Securities Laws in the Qualifying Jurisdictions. (as defined 9) If applicable, the Company will prepare and deliver promptly to the Agents copies of all Supplementary Material. Concurrently with the delivery of any Supplementary Material or the incorporation by reference in the Preliminary Qualification Prospectus or the Final Qualification Prospectus of any Subsequent Disclosure Document, the Company will deliver to the Agents, with respect to such Supplementary Material or Subsequent Disclosure Document, documents substantially similar to those referred to in Section 2.21.3 hereof5(8). (10) For certainty, 2,000,000 Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each at a purchase price of $1.00 per Placement Warrant, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants to Sponsor and the Representative is referred to herein as the “Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees Company understands that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement (as defined below) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement Agents may not be sold, transferred, assigned, pledged offer or hypothecated nor may they be sell the subject of any hedging, short sale, derivative, putSpecial Warrants in the United States or to, or call transaction that would result for the account or benefit of, U.S. Persons or persons in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time periodUnited States.

Private Placement. Simultaneously (a) Subject to the terms and conditions hereof, and in reliance upon the representations and warranties contained in this private placement agreement (this “Agreement”), the undersigned (the “Purchaser”) agrees to purchase shares of common stock (“Shares”) of TPG Specialty Lending, Inc. (the “Company”) on the terms and conditions set forth herein. The Company expects to enter into separate private placement agreements with the same Purchase Price (as defined herein) and substantially the same terms and conditions as this Agreement (the “Other Private Placement Agreements” and, together with this Agreement, the “Private Placement Agreements”) with other purchasers (the “Other Purchasers,” and together with the Purchaser, the “Purchasers”), providing for the sale of Shares to the Other Purchasers. This Agreement and the Other Private Placement Agreements are separate agreements, and the sales of Shares to the undersigned and the Other Purchasers are to be separate sales. (b) Subject to the terms and conditions hereof, on the date of the Closing Date(as defined herein), Sponsor the Company will sell to Purchaser, and Purchaser will purchase from the Company, pursuant to a Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants, which placement warrants are substantially identical to the Public Warrants subject to certain exceptions (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), 2,000,000 Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each at a purchase price of $1.00 per Placement Warrant, in a private placement intended Share (the “Purchase Price”) equal to the public offering price to be exempt set forth in the final prospectus (the “Final Prospectus”) contained in the Company’s Registration Statement on Form N-2 (File No. 333-193986) (as it may be amended from registration time to time and together with exhibits thereto, the “Registration Statement”) as filed with the U.S. Securities and Exchange Commission (the “SEC”) relating to the Company’s initial public offering (the “IPO”), a number of Shares equal to an amount, determined by the Company in its sole discretion, not to exceed the amount set forth on the signature page hereto under the Act pursuant heading “Subscription Amount” (the “Allocation Amount”), divided by the Purchase Price (subject to Section 4(a)(2) adjustment by the Company to eliminate fractional shares). The Company shall notify the Purchaser of the ActAllocation Amount five (5) business days prior to the date of the Closing. The private placement Purchase Price for the Shares will be paid by wire transfer of funds to a designated account of the Placement Warrants Company, provided that wire transfer instructions are delivered to Sponsor the Purchaser at least one (1) business day prior to the date of the Closing. (c) If a Qualified IPO has not occurred by May 1, 2014, this Agreement will terminate and the Representative is referred to herein as the “Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants Purchaser and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement (as defined below) Company will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offeringreleased from all obligations hereunder, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1)the survival provisions of Section 7.15 herein. Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition A “Qualified IPO” means an initial public offering of the securities by any person for 180 days immediately following the commencement Company’s common stock that results in an unaffiliated public float of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time periodat least $75 million.

Private Placement. Simultaneously with the Closing DateClosing, Sponsor will MFA Investor Holdings LLC, the Company’s initial shareholder (“Initial Shareholder”), and Chardan shall purchase from the Company, Company pursuant to a Sponsor Purchase Agreement Subscription Agreements (as defined in Section 2.21.2 2.23.2 hereof), 4,000,000 private placement warrants, which placement ) an aggregate of 5,810,000 (up to 6,260,000 if the Over-Allotment Option is exercised in full) and 750,000 warrants are substantially identical to the Public Warrants subject to certain exceptions (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Companyrespectively, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), 2,000,000 Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each at a purchase price of $1.00 per Placement Warrant, Warrant in a private placement intended to be exempt from registration under (the Act pursuant to Section 4(a)(2) of the Act“Private Placement”). The private placement Placement Warrants and the shares of Common Stock issuable upon exercise of the Placement Warrants to Sponsor and the Representative is are hereinafter referred to herein collectively as the “Private PlacementPlacement Securities.” None of Each Placement Warrant shall be identical to the Warrants included in the Units sold in the Offering except that the Placement Warrants (shall be non-redeemable by the Company and exercisable on a cashless basis so long as the Placement Warrants continue to be held by the initial purchasers of the Private Warrants or the underlying Ordinary Shares) may be sold, assigned or transferred by Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of 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 Business Combination. Certain proceeds placement fee or expense allowance from the sale of the Placement Warrants shall be deposited into the Trust AccountSecurities. The Representative Chardan acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement (as defined below) shares of Common Stock will be deemed compensation by the Financial Industry Regulatory Authority (“"FINRA”") and will therefore be subject to lock-up for a period of 180 days immediately following the date of effectiveness of the Registration Statement (as defined below) or commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(g)(1) of the FINRA Rule 5110(e)(1)Manual. Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement shares of Common Stock may not be sold, transferred, assigned, pledged or hypothecated for 180 days immediately following the effective date of the Registration Statement except to any Underwriter or selected dealer participating in the Offering and the bona fide officers and partners of the Representative and any such participating Underwriters or selected dealers nor may they be the subject of any hedging, short sale, derivative, put, put or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lockduring such 180-up restriction for the remainder of the time day period.

Private Placement. Simultaneously with Prior to the Closing Effective Date, Sponsor will Sang-Xxxx Xxx, our Chairman and Chief Executive Officer (the “Placement Investor”) shall purchase from the Company, Company pursuant to a Sponsor the Private Placement Warrant Purchase Agreement (as defined in Section 2.21.2 2.25.2 hereof), 4,000,000 private placement warrants, which placement 3,846,154 warrants are substantially identical to the Public Warrants subject to certain exceptions (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), 2,000,000 Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each at a purchase price of $1.00 1.30 per Placement Warrant, Warrant in a private placement Private Placement (the “Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(24(2) of the Securities Act of 1933, as amended (the “Securities Act”). The private placement warrants purchased in the Private Placement (the “Placement Warrants”) will be identical to the Warrants except that the Placement Warrants (i) will not be transferable or salable by the Placement Investor (subject to limited exceptions including the transferee agreeing to be bound to such transfer restrictions) until the Company complete its initial business combination, (ii) are exercisable for cash or on a cashless basis at the holder’s option and (iii) will be non-redeemable so long as they are held by the Placement Investor or his permitted transferees. The Placement Warrants and Ordinary Shares issuable upon exercise of the Placement Warrants to Sponsor and the Representative is are hereinafter referred to herein collectively as the “Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement.” . None of the Placement Warrants (or the underlying Ordinary Shares) Securities may be sold, assigned or transferred by Sponsor or the Representative, other than to their permitted transferees Placement Investor until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale The Placement Investors shall have no right to any liquidation distributions with respect to any portion of the Placement Warrants shall be deposited into Securities in the Trust Accountevent the Company dissolves and liquidates its assets. The Representative acknowledges and agrees that Placement Investor shall not have redemption rights with respect to the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement (as defined below) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time periodSecurities.

Private Placement. Simultaneously with Prior to the Closing Effective Date, Sponsor will Sang-Xxxx Xxx, our Chairman and Chief Executive Officer (the “Placement Investor”) shall purchase from the Company, Company pursuant to a Sponsor the Private Placement Warrant Purchase Agreement (as defined in Section 2.21.2 2.25.2 hereof), 4,000,000 private placement warrants, which placement 2,307,692 warrants are substantially identical to the Public Warrants subject to certain exceptions (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), 2,000,000 Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each at a purchase price of $1.00 1.30 per Placement Warrant, Warrant in a private placement Private Placement (the “Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(24(2) of the Securities Act of 1933, as amended (the “Securities Act”). The private placement warrants purchased in the Private Placement (the “Placement Warrants”) will be identical to the Warrants except that the Placement Warrants (i) will not be transferable or salable by the Placement Investor (subject to limited exceptions including the transferee agreeing to be bound to such transfer restrictions) until the Company complete its initial business combination, (ii) are exercisable for cash or on a cashless basis at the holder’s option and (iii) will be non-redeemable so long as they are held by the Placement Investor or his permitted transferees. The Placement Warrants and Ordinary Shares issuable upon exercise of the Placement Warrants to Sponsor and the Representative is are hereinafter referred to herein collectively as the “Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement.” . None of the Placement Warrants (or the underlying Ordinary Shares) Securities may be sold, assigned or transferred by Sponsor or the Representative, other than to their permitted transferees Placement Investor until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale The Placement Investors shall have no right to any liquidation distributions with respect to any portion of the Placement Warrants shall be deposited into Securities in the Trust Accountevent the Company dissolves and liquidates its assets. The Representative acknowledges and agrees that Placement Investor shall not have redemption rights with respect to the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement (as defined below) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time periodSecurities.

Private Placement. Simultaneously with the Closing DateClosing, Sponsor will purchase from the CompanyChardan NexTech Warrant Holdings LLC, pursuant to a Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants, which placement warrants are substantially identical to the Public Warrants subject to certain exceptions (the Delaware limited liability company ( “Placement Warrants”, and together with the Public Warrants, the “WarrantsHoldings”), and (ii) the Representative will shall purchase from the Company, pursuant to the Representative Purchase Subscription Agreement (as defined in Section 2.21.3 2.24.2 hereof), 2,000,000 ) an aggregate of 5,599,956 warrants (the “Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each ”) at a an aggregate purchase price of $1.00 2,500,000 (approximately $0.45 per Placement Warrant, ) in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants to Sponsor and the Representative is referred to herein as (the “Private Placement”). The Placement Warrants and the shares of Common Stock underlying the Placement Warrants are hereinafter referred to collectively as the “Placement Securities,” and the Public Securities and the Placement Securities are hereinafter referred to collectively as the “Securities.” None of Each Placement Warrant shall be identical to the Warrants sold in the Offering except that the Placement Warrants (or a) shall be non-redeemable by the underlying Ordinary SharesCompany, (b) may not, subject to certain limited exceptions, be soldtransferred, assigned or transferred sold by Sponsor or the Representative, other than to their permitted transferees initial purchaser until thirty (30) days after consummation the completion of the Company’s initial business combination and (c) may be exercised for cash or on a Business Combinationcashless basis, as described in the Prospectus, in each case so long as the Placement Warrants continue to be held by the initial purchasers of the Placement Warrants or their permitted transferees (as described in the Subscription Agreements and the Warrant Agreement (as defined in Section 2.22 hereof)). Certain proceeds 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 Warrants shall be deposited into the Trust AccountSecurities. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant Pursuant to the Representative Purchase Agreement Rule 5110(e) of FINRA’s (as defined below) will be deemed compensation by Rules, the Financial Industry Regulatory Authority (“FINRA”) and will therefore be Placement Warrants are subject to a lock-up for a period of 180 days immediately following beginning on the commencement of sales of in the OfferingOffering and, subject to certain limited exceptionsfor that 180 day period, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they hypothecated, or be the subject of any hedging, short sale, derivative, put, derivative or put or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following securities. Pursuant to Rule 5110(g)(8) of FINRA’s Rules, Chardan Capital Markets, LLC and its related persons may not, with respect to the commencement of sales Placement Warrants (and the shares that are issuable upon exercise of the OfferingPlacement Warrants) purchased by Holdings, except to any FINRA member participating in (i) have more than one demand registration right at the Offering and Company’s expense, (ii) exercise their demand registration rights more than five (5) years from the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder effective date of the time periodRegistration Statement, and (iii) exercise their “piggy-back” registration rights more than seven (7) years from the effective date of the Registration Statement, as long as Chardan Capital Markets, LLC or any of its related persons are beneficial owners of Placement Warrants.

Private Placement. Simultaneously (a) Such Buyer understands that (i) the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or under any state securities laws, and are being, or will be, offered and sold in reliance under federal and state exemptions for transactions not involving a public offering, (2) no governmental entity has reviewed, or will review, or made, or will make, any finding or determination as to the fairness or merits or any recommendation or endorsement with respect to an investment in the Shares, (3) subject to the Lock-Up Period (as defined herein), the Shares may not be offered, sold or otherwise transferred by such Buyer except pursuant to an effective registration statement under the Securities Act or an applicable exemption from the registration requirements of the Securities Act, and (4) the following legend restricting the transferability and resale of the Shares will be placed on all documents evidencing the Shares: THIS SECURITY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, (THE “SECURITIES ACT”), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF TRIPLEPOINT VENTURE GROWTH BDC CORP. (THE “CORPORATION”) THAT THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (I) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, INCLUDING RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASE (I) AND (II) IN ACCORDANCE WITH ANY APPLICABLE FEDERAL SECURITIES LAWS AND THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND SUBJECT TO THE CORPORATION’S RIGHT PRIOR TO ANY SUCH TRANSFER PURSUANT TO CLAUSE (I) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT. IN ADDITION, THE HOLDER WILL NOTIFY ANY SUBSEQUENT PURCHASER OF THIS SECURITY FROM IT OF ANY APPLICABLE RESALE RESTRICTIONS REFERRED TO ABOVE. (b) Such Buyer is an “accredited investor” as defined in Rule 501(a)(4), (5) or (6) of Regulation D of the Securities Act. Such Buyer is not subject to and is not aware of any facts that would cause such Buyer to be subject to any of the “Bad Actor” disqualifications as described in Rule 506(d)(1)(i) to (viii) under the Securities Act. (c) The respective Shares purchased by such Buyer are being, or will be, acquired by such Buyer for such Buyer’s own account for investment purposes only and not with a view for resale or distribution. Such Buyer was offered its respective Shares through private negotiations and not through any general solicitation or general advertising. (d) Such Buyer further understands that the exemption from registration afforded by Rule 144 promulgated under the Securities Act (the provisions of which are known to such Buyer) depends on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for resales of the Shares acquired hereunder; provided, however, any resales under Rule 144 are subject to the Lock-Up Period. (e) Such Buyer (a) either alone or together with its representatives has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of this investment and make an informed decision to so invest, and has so evaluated the risks and merits of such investment, (b) has the ability to bear the economic risks of this investment and can afford a complete loss of such investment, (c) understands the terms of and risks associated with the Closing Dateacquisition of its respective Shares, Sponsor will purchase from including, without limitation, a lack of liquidity, pricing availability and risks associated with the industry in which the Company operates, (d) has had the opportunity to review the Company’s Annual Report on Form 10-K for the Company for the fiscal year ended December 31, 2017, the Quarterly Report on Form 10-Q for the Company for the quarter ended March 31, 2018, the Quarterly Report on Form 10-Q for the Company for the quarter ended June 30, 2018 and such other disclosure regarding the Company, pursuant its business, its financial condition and its prospects as such Buyer has determined to a Sponsor Purchase Agreement (as defined be necessary in Section 2.21.2 hereof), 4,000,000 private placement warrants, which placement warrants are substantially identical to the Public Warrants subject to certain exceptions (the “Placement Warrants”, and together connection with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), 2,000,000 Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each at a purchase price of $1.00 per Placement Warrant, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants to Sponsor and the Representative is referred to herein as the “Private Placementits respective Shares.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement (as defined below) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Private Placement. Simultaneously The offer and sale of the shares of Buyer Common Stock constituting a portion of the Merger Consideration are being made pursuant to an exemption from the registration requirements under the Securities Act and, therefore, cannot be resold unless they are subsequently registered under the Securities Act and applicable state securities laws or unless exception from such registration is available. Parent may not sell, assign, pledge, transfer or otherwise dispose of or encumber any shares of Buyer Common Stock constituting a portion of the Merger Consideration received by it except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws until such securities have been registered under the Securities Act and any applicable state laws. Any transfer or purported transfer in violation of this Section 9.1 shall be voidable by Buyer, and Buyer will not be required or obligated to register any transfer of the shares of Buyer Common Stock constituting a portion of the Merger Consideration in violation of this Section 9.1. Buyer may, and may instruct its transfer agent, to place such stop-transfer orders as may be required on the transfer books of Buyer in order to ensure compliance with this Section 9.1. Each certificate representing Buyer Common Stock constituting the Closing Consideration and the Additional Consideration, if any, shall be endorsed with a legend in substantially the form set forth below (which shall be removed in accordance with the Closing DateRegistration Rights Agreement): “THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, Sponsor will purchase from the Company, pursuant to a Sponsor Purchase Agreement AS AMENDED (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants, which placement warrants are substantially identical to the Public Warrants subject to certain exceptions (the THE “Placement Warrants”, and together with the Public Warrants, the “WarrantsSECURITIES ACT”), and AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (as defined in Section 2.21.3 hereof), 2,000,000 Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each at a purchase price of $1.00 per Placement Warrant, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2iii) of the Act. The private placement of the Placement Warrants to Sponsor and the Representative is referred to herein as the “Private PlacementPURSUANT TO THE RESALE PROVISIONS OF RULE 144 PROMULGATED THEREUNDER.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement (as defined below) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Private Placement. Simultaneously with the Closing Date or the Option Closing Date, as applicable, (i) the Sponsor will purchase from the Company, pursuant to a the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants4,955,000 warrants (or up to 5,037,500 warrants if the Over-Allotment Option is exercised in full) and (ii) the Underwriters will purchase from the Company, pursuant to the Underwriters Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,545,000 warrants (Cantor will purchase 1,781,500 warrants (or 1,839,250 warrants if the underwriters' Over-Allotment Option is exercised in full) and Odeon Capital Group LLC will purchase 763,000 warrants (or 788,250 warrants if the underwriters' Over-Allotment Option is exercised in full)), which placement warrants are substantially identical to the Public Warrants subject to certain exceptions (collectively, the “Placement Warrants”, ” and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), 2,000,000 Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each at a purchase price of $1.00 per Placement Warrant, in a 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 private placement of the Placement Warrants to the Sponsor and the Representative Underwriters is referred to herein as the “Private Placement.” Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or the RepresentativeUnderwriters, other than to their permitted transferees transferees, until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement (as defined below) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore also be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Private Placement. Simultaneously with By accepting this Warrant, the Closing Date, Sponsor will purchase from the Company, pursuant to a Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants, which placement Holder represents and warrants are substantially identical to the Public Warrants subject to certain exceptions (the “Placement Warrants”to, and together with the Public Warrantsagrees with, the “Warrants”), Company as follows: (a) The Holder understands that the offer and (ii) sale of this Warrant and the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), 2,000,000 Placement Warrants, which Placement Warrants Warrant Shares are substantially identical to the Public Warrants subject to certain exceptions, each at a purchase price of $1.00 per Placement Warrant, in a private placement intended to be exempt from registration under and the Securities Act pursuant to Section 4(a)(24(2) of the Act. The private placement Securities Act or, in the case of Warrant Shares paid for pursuant to Section 4(b) hereof, Section 3(a)(9) of the Placement Warrants to Sponsor Securities Act, if applicable. This Warrant and the Representative is referred Warrant Shares to herein as be received by the “Private Placement.” None Holder pursuant to this Warrant are being or will be acquired for the account of the Placement Warrants (Holder and with no intention of distributing or the underlying Ordinary Shares) may be sold, assigned reselling this Warrant or transferred by Sponsor such Warrant Shares or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement (as defined below) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call part thereof in any transaction that would result be in the effective economic disposition violation of the securities by any person for 180 days immediately following the commencement of sales laws of the OfferingUnited States of America, except or any state. (b) The Holder is an “accredited investor” as such term is defined in Section 501(a) of Regulation D promulgated under the Securities Act. (c) The Holder has sufficient knowledge and experience in financial and business matters so as to any FINRA member participating be capable of evaluating the merits and risks of its investment in the Offering this Warrant and the officersWarrant Shares and the Holder is capable of bearing the economic risks of such investment, partnersincluding a complete loss of its investment in this Warrant and the Warrant Shares. (d) The Holder has been given the opportunity to ask questions of, registered persons or affiliates thereofand receive answers from, if all securities so transferred remain subject the Company concerning the terms and conditions of this Warrant and the Warrant Shares and other related matters. The Holder further represents and warrants that the Company has made available to the lock-up restriction for Holder or its agents all documents and information relating to an investment in this Warrant and the remainder Warrant Shares requested by or on behalf of the time periodHolder. (e) The Company has not advised the Holder with respect to tax, accounting or regulatory implications of an investment in this Warrant or the Warrant Shares. The Holder has made an independent investment decision to purchase this Warrant and the Warrant Shares after conducting such investigation as it has deemed appropriate, which has included a review of the terms of this Warrant and the Warrant Shares, of the risks relating to an investment in this Warrant and the Warrant Shares, and of the tax, accounting and any regulatory implications relating to an investment in this Warrant and the Warrant Shares.

Private Placement. Simultaneously with Prior to the Closing Effective Date, Sponsor will Sang-Xxxx Xxx, our Chairman and Chief Executive Officer (the “Placement Investor”) shall purchase from the Company, Company pursuant to a Sponsor the Private Placement Warrant Purchase Agreement (as defined in Section 2.21.2 2.25.2 hereof), 4,000,000 private placement warrants, which placement 2,692,308 warrants are substantially identical to the Public Warrants subject to certain exceptions (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), 2,000,000 Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each at a purchase price of $1.00 1.30 per Placement Warrant, Warrant in a private placement Private Placement (the “Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(24(2) of the Securities Act of 1933, as amended (the “Securities Act”). The private placement warrants purchased in the Private Placement (the “Placement Warrants”) will be identical to the Warrants except that the Placement Warrants (i) will not be transferable or salable by the Placement Investor (subject to limited exceptions including the transferee agreeing to be bound to such transfer restrictions) until the Company complete its initial business combination, (ii) are exercisable for cash or on a cashless basis at the holder’s option and (iii) will be non-redeemable so long as they are held by the Placement Investor or his permitted transferees. The Placement Warrants and Ordinary Shares issuable upon exercise of the Placement Warrants to Sponsor and the Representative is are hereinafter referred to herein collectively as the “Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement.” . None of the Placement Warrants (or the underlying Ordinary Shares) Securities may be sold, assigned or transferred by Sponsor or the Representative, other than to their permitted transferees Placement Investor until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale The Placement Investors shall have no right to any liquidation distributions with respect to any portion of the Placement Warrants shall be deposited into Securities in the Trust Accountevent the Company dissolves and liquidates its assets. The Representative acknowledges and agrees that Placement Investor shall not have redemption rights with respect to the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement (as defined below) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time periodSecurities.

Private Placement. Simultaneously with 4.1 The Corporation appoints the Closing DateAgents as its exclusive agents, Sponsor will and the Agents accept the appointment and agree to act as the exclusive agents of the Corporation to offer the PP Units for sale under the Private Placement at the Offering Price on a commercially reasonable efforts basis. 4.2 The Agents agree to only sell the PP Units to persons who represent themselves as being: (a) persons purchasing as principal; (b) qualified to purchase the PP Units under exemptions from the Company, pursuant to a Sponsor Purchase Agreement (prospectus requirements of Applicable Securities Laws as defined contemplated in Section 2.21.2 hereof), 4,000,000 private placement warrants, which placement warrants are substantially identical to the Public Warrants subject to certain exceptions form of subscription agreement for the Private Placement (the “Placement Warrants”"Subscription Agreement"); and (c) persons who are not, and together with are not purchasing for the Public Warrantsaccount or benefit of, U.S. Persons and who are not in the United States. 4.3 The Agents agree that at the time any buy order for the PP Units is placed by clients of the Agents, the “Warrants”)purchaser will be outside the United States, or the Agents and all persons acting on their behalf will reasonably believe that the purchaser is outside the United States, and (ii) neither the Representative Agents nor any person acting on their behalf will purchase from have knowledge that such transaction has been pre-arranged with a purchaser in the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), 2,000,000 Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each at a purchase price of $1.00 per Placement Warrant, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants to Sponsor and the Representative is referred to herein as the “Private PlacementUnited States.” 4.4 None of the Placement Warrants (Corporation, the Agents or the underlying Ordinary Shares) may be sold, assigned any of their respective affiliates or transferred by Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale any person acting on behalf of the foregoing, will offer or sell any of the PP Units in the United States or to, or for the account or benefit of, U.S. Persons, or undertake any activity for the purchase of, or that could reasonably be expected to have the effect of, conditioning the market for the PP Units in the United States. 4.5 The Agents will obtain from each purchaser introduced by the Agents, and deliver to the Corporation, at or before the Private Placement Warrants shall Time of Closing duly completed and executed Subscription Agreements, in form and substance reasonably satisfactory to the Agents. 4.6 The Corporation will within ten days of the Private Placement Closing Date: (a) file with the applicable securities regulatory authorities any reports required to be deposited into filed by the Trust Account. Applicable Securities Laws in connection with the Private Placement, in the required form; and (b) provide the Agents' counsel with copies of any such reports. 4.7 The Representative acknowledges Corporation agrees to pay to the Agents (and, if directed by the Lead Agent, a U.S. Selling Group Member) on the Private Placement Closing Date the aggregate Agents' Fee payable on the PP Units. 4.8 The Agents acknowledge and agrees agree that the Placement Warrants PP Units, all securities issued upon exercise of the PP Units and the underlying Ordinary Shares acquired by Agents' Securities issued in connection with the Representative pursuant to the Representative Purchase Agreement (as defined below) Private Placement will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants four month hold under Applicable Securities Laws and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may will not be sold, transferred, assigned, pledged or hypothecated nor may they be qualified under the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time periodProspectus.

Private Placement. Simultaneously (a) Subject to and in accordance with the Closing terms and conditions of this Agreement, the Plan and the Support Agreement (i) Concordia hereby agrees to sell the Private Placement Shares to the Private Placement Parties based on their respective Private Placement Commitments, and (ii) each of the Private Placement Parties hereby agrees to purchase (on a several and not joint basis) its Private Placement Shares based on its Private Placement Commitment from Concordia for consideration equal to the Issue Price per Private Placement Share, in each case on the Effective Date. (b) The Information Circular and Plan shall provide for: (i) the subscription price for each Private Placement Share issued pursuant to the Private Placement (the “Issue Price”), Sponsor with the aggregate Issue Price for all of the Private Placement Shares being equal to the Total Offering Size (which, for certainty, will result in the Private Placement Parties owning 87.69% of the Common Shares immediately following the implementation of the Recapitalization Transaction (subject to MIP Dilution), based on a Total Offering Size of $586.5 million and subject to any adjustments in connection with any adjustments to the Total Offering Size pursuant to the terms of this Agreement; (ii) the release to Concordia of the amounts held in escrow pursuant to this Agreement and the Escrow Agreement on the Effective Date; and (iii) the issuance of the Private Placement Shares to the Private Placement Parties and the payment of the Private Placement Commitment Consideration to the Private Placement Parties. (c) No fractional Private Placement Shares shall be issued under the Private Placement. To the extent that a Private Placement Party would otherwise be entitled to receive a fractional Private Placement Share in connection with its purchase from of its Private Placement Shares, the Companynumber of Private Placement Shares that would be acquired by such Private Placement Party shall be rounded down to the nearest whole number for no consideration. (d) If, prior to the Effective Time, a Private Placement Party becomes a Defaulting Private Placement Party, a Non-Investing Private Placement Party or an Objecting Private Placement Party, then the total Private Placement Commitment of such Party (each, a “Withdrawn Commitment”) shall be made available to all Remaining Private Placement Parties on a pro rata basis based on such Remaining Private Placement Parties’ Private Placement Commitments, unless otherwise agreed by the Private Placement Parties. For the avoidance of doubt, no Private Placement Party shall be compelled or required, absent its prior written consent, to purchase the Private Placement Shares of any Defaulting Private Placement Party, Non-Investing Private Placement Party or Objecting Private Placement Party. (e) To the extent that any Withdrawn Commitment(s) are not acquired and assumed in full pursuant to Section 1(d) above (each, an “Unfunded Withdrawn Commitment”), then Concordia and the Majority Private Placement Parties (excluding, for certainty, all Defaulting Private Placement Parties, Non-Investing Private Placement Parties and Objecting Private Placement Parties) shall agree, acting reasonably, as to whether such Unfunded Withdrawn Commitment(s) may be assigned to a third party (provided such third party agrees, pursuant to a Sponsor Purchase Agreement joinder agreement in the form attached as Schedule F (as defined in Section 2.21.2 hereofa “Joinder Agreement”), 4,000,000 private placement warrantsto become a party to this Agreement), or whether the Total Offering Size shall be reduced by any such Unfunded Withdrawn Commitment(s). (f) To the extent that any Withdrawn Commitment(s) are acquired and assumed pursuant to Sections 1(d) and/or 1(e), Concordia agrees to sell on the Effective Date the Private Placement Shares attributable to such Withdrawn Commitments to the applicable party in accordance with the terms of this Agreement and the Plan; provided that, prior to any acquisition or assumption of any Withdrawn Commitment(s) pursuant to Section 1(d), (i) the applicable Private Placement Parties shall provide prior written notice to Concordia as promptly as practicable, (ii) the Majority Private Placement Parties shall consult with Concordia with respect to applicable securities law, stock exchange, regulatory and tax considerations, and after such consultation (iii) the applicable Private Placement Parties shall obtain the prior written consent of the Majority Private Placement Parties, acting reasonably taking into account any applicable securities law, stock exchange, regulatory and tax matters. (g) Subject to applicable Securities Laws and consulting with Concordia with respect to applicable securities law, stock exchange, regulatory and tax considerations, each Private Placement Party shall have the right to designate by written notice to the Company no later than three (3) Business Days prior to the Effective Date that some or all of the Private Placement Shares that such Private Placement Party is required to purchase in accordance with Section 2(a)(i) be issued in the name of, and delivered to, (i) one or more of its Affiliates or any investment fund the primary investment advisor to which is such Private Placement Party, the investment advisor of such Private Placement Party or an Affiliate thereof or (ii) one or more special purpose vehicles that are wholly-owned by such Private Placement Party and/or one or more of the Persons referred to in clause (i), created for the purpose of holding such Private Placement Shares and whose equity shall not be transferable other than to such Persons described in clause (i) or (ii) of this Section 1(g) (each of the Persons referred to in clauses (i) and (ii), a “Permitted Transferee”) upon receipt by the Company of payment therefor in accordance with the terms hereof, which placement warrants are substantially identical notice of designation shall (i) be addressed to the Public Warrants subject to certain exceptions (the “Company and signed by such Private Placement Warrants”Party and each such Permitted Transferee, and together with (ii) specify the Public Warrantsnumber of Private Placement Shares to be delivered to or issued in the name of such Permitted Transferee; provided, the “Warrants”further, that (i) no such designation pursuant to this Section 1(g) shall relieve such Private Placement Party from its obligations under this Agreement, including its obligation to fund its Private Placement Payment Amount and Withdrawn Commitment Payment Amount (if any), and (ii) any Permitted Transferee shall (a) be deemed to have made the Representative will purchase from the Companyrepresentations, pursuant warranties and agreements hereunder applicable to such Private Placement Party and (b) deliver to the Representative Purchase Company such other customary certifications, agreements and other documents necessary to deliver Private Placement Shares to, or issue Private Placement Shares in the name of, such Permitted Transferee. (h) Schedule E of this Agreement (as defined in Section 2.21.3 hereof), 2,000,000 Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each at a purchase price of $1.00 per Placement Warrant, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants to Sponsor and the Representative is referred to herein as the “Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges updated as required to reflect any termination with respect to a Defaulting Private Placement Party, a Non-Investing Private Placement Party or an Objecting Private Placement Party and agrees that the Placement Warrants any acquisition and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement (as defined below) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject assumption of any hedging, short sale, derivative, put, or call transaction that would result Withdrawn Commitment(s) in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time periodaccordance with this Section 1.

Private Placement. Simultaneously with (a) Such Investor is (i) an “accredited investor” within the Closing Date, Sponsor will purchase from meaning of Rule 501 of Regulation D promulgated under the Company, pursuant to a Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants, which placement warrants are substantially identical to the Public Warrants subject to certain exceptions (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and Securities Act; (ii) aware that the Representative will purchase from sale of the Company, pursuant Shares to the Representative Purchase Agreement (as defined it is being made in Section 2.21.3 hereof), 2,000,000 Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each at a purchase price of $1.00 per Placement Warrant, in reliance on a private placement intended to be exempt exemption from registration under the Securities Act pursuant to Section 4(a)(2and (iii) of acquiring the Act. Shares for its own account. (b) The private placement of the Placement Warrants to Sponsor and the Representative is referred to herein as the “Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges Investor understands and agrees that the Placement Warrants and Shares are being offered in a transaction not involving any public offering within the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement (as defined below) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales meaning of the OfferingSecurities Act, subject to certain limited exceptionsthat such Securities have not been and, pursuant to FINRA Rule 5110(e)(1). Accordinglyexcept as contemplated by Section 7.7, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may will not be soldregistered under the Securities Act and that such Securities may be offered, transferred, assignedresold, pledged or hypothecated nor may they be otherwise transferred only (i) in a transaction not involving a public offering, (ii) pursuant to an exemption from registration under the subject Securities Act provided by Rule 144 thereunder (if available), (iii) pursuant to an effective registration statement under the Securities Act, or (iv) to the Company or one of its subsidiaries, in each of cases (i) through (iv) in accordance with any applicable securities laws of any hedgingState of the United States, short saleand that it will notify any subsequent purchaser of Shares from it of the resale restrictions referred to above, derivativeas applicable. (c) The Investor understands that, putunless sold pursuant to a registration statement that has been declared effective under the Securities Act or in compliance with Rule 144 thereunder, the Company may require that the Shares will bear a legend or call transaction other restriction substantially to the following effect (it being agreed that would result if the Securities are not certificated, other appropriate restrictions shall be implemented to give effect to the following): “THE SECURITIES EVIDENCED HEREBY WERE ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. THE HOLDER OF SUCH SECURITIES AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITIES MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN A TRANSACTION NOT INVOLVING A PUBLIC OFFERING, (II) PURSUANT TO ANY OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, INCLUDING RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (IV) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL NOTIFY ANY SUBSEQUENT PURCHASER OF SUCH SECURITIES FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. SUCH SECURITIES MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF THE SECURITIES PURCHASE AGREEMENT, DATED AS OF APRIL 1, 2010, BETWEEN MERGE HEALTHCARE INCORPORATED AND THE INVESTORS IDENTIFIED THEREIN.” (d) The Investor: (i) is able to fend for itself in the effective transactions contemplated hereby; (ii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic disposition risks of its prospective investment and can afford the complete loss of such investment. (e) The Investor understands that the Company will rely upon the truth and accuracy of the securities by foregoing representations, acknowledgements and agreements. Except for the representations and warranties contained in Article III of this Agreement, each Investor acknowledges that neither the Company nor any person for 180 days immediately following the commencement of sales Person on behalf of the OfferingCompany makes, except and such Investor has not relied upon, any other express or implied representation or warranty with respect to (i) the Company or any FINRA member participating in the Offering and the officers, partners, registered persons of its Subsidiaries or affiliates thereof, if all securities so transferred remain subject (ii) any other information provided to the lock-up restriction for Investor in connection with the remainder transactions contemplated by this Agreement. Such Investor understands that nothing in this Agreement or any other materials presented by or on behalf of the time periodCompany to the Investor in connection with the purchase of the Shares constitutes legal, tax or investment advice. Such Investor has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in con­nection with its purchase of the Shares.

Private Placement. Simultaneously with the Closing Date, (i) the Sponsor will purchase from the Company, pursuant to a the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants, which placement warrants are substantially identical to the Public Warrants subject to certain exceptions (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 Placement Warrantswarrants, which Placement Warrants warrants are substantially identical to the Public Warrants subject to certain exceptionsexceptions (collectively, each the “Placement Warrants” and together with the Public Warrants, the “Warrants”), at a purchase price of $1.00 per Placement Warrant, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). The private placement of the Placement Warrants to the Sponsor and the Representative Underwriters is referred to herein as the “Private Placement.” Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or the Representative, other than to their permitted transferees transferees, until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement (as defined below) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore also be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Private Placement. Simultaneously with Restricted Transferability. (a) The Warrantholder acknowledges that the Closing DateWarrants and the Warrant Stock have not been registered under the Securities Act of 1933, Sponsor will purchase from the Company, pursuant to a Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants, which placement warrants are substantially identical to the Public Warrants subject to certain exceptions amended (the “Placement Warrants”, and together with the Public Warrants, the “WarrantsAct”), or any applicable state blue sky or securities laws and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), 2,000,000 Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each at a purchase price of $1.00 per Placement Warrant, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants to Sponsor and the Representative is referred to herein as the “Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement (as defined below) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the OfferingWarrant Stock, subject to certain limited exceptionsor any part thereof, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not can be sold, transferred, assignedassigned or otherwise disposed of only in compliance with applicable federal and state securities laws, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction other restrictions contained herein. (b) The Warrantholder represents and warrants that the Warrants and the Warrant Stock are being or will be purchased without a view to distribution or resale thereof in violation of the registration requirements of the Act. It is understood that a subsequent sale of the Warrants or Warrant Stock under certain circumstances might be deemed to constitute a distribution within the meaning of and require registration under the provisions of the Act. (c) The Warrantholders shall not sell, transfer or hypothecate the Warrants for a period of one year following the Closing Date, except: (1) To any person who, on the date of transfer, is an officer or director of the Warrantholder; (2) To the executor, administrator or personal representative of any person referred to in (1) above in the event of the death or incapacity of such person; (3) To a successor to the Warrantholder in a merger or consolidation; (4) To a purchaser of all or substantially all of the assets of the Warrantholder; or (5) To the shareholders of the Warrantholder or the shareholders or partners of the transferees of the Warrant holder, as provided in this paragraph, in the event of liquidation or dissolution. (d) The Warrantholder agrees not to make any sale or other disposition of either the Warrants or the Warrant Stock except pursuant to a registration statement which has become effective under the Act, setting forth the terms of such offering, the underwriting discount and the commissions and any other pertinent data with respect thereto, unless the Warrantholder has provided the Company with an opinion of counsel reasonably acceptable to the Company that such registration is not required. Any transfer of Warrants to a person other than as described in Section 2(c) shall be subject to the prior written approval of the Company. (e) Any certificates for Warrant Stock may have affixed thereon an appropriate legend as to the restrictions on transferability contained herein and in the Warrants unless, in the opinion of counsel for the remainder Company, such legend would not be necessary and appropriate. Notwithstanding anything herein to the contrary, each certificate for Warrant Stock issued hereunder shall bear a legend reading substantially as follows (unless the Company receives an opinion of counsel satisfactory to it that such legend is not required in order to assure compliance with the time periodAct or unless such registration(s) as would cause such shares to no longer be restricted have been effectuated): THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR PLEDGED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL (SATISFACTORY TO THE COMPANY) THAT SUCH REGISTRATION IS NOT REQUIRED.

Private Placement. Simultaneously with the Closing Dateconsummation of the Offering, the Sponsor (and/or its designees) will purchase from the Company, Company pursuant to a Sponsor Purchase Subscription Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants2.25.2 below) an aggregate of 4,550,000 warrants to purchase shares of Class A Ordinary Shares of the Company, which placement warrants are substantially identical to the Public Warrants subject to certain exceptions (collectively, the “Placement Warrants”, ” and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), 2,000,000 Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each at a purchase price of $1.00 per Placement WarrantWarrant in a private placement (the “Private Placement”). The Placement Warrants, and the Class A Ordinary Shares issuable upon exercise of the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” The sale of the Placement Securities are intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The terms of the Placement Warrants 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 pursuant to the Subscription Agreement, up to an additional 450,000 Placement Warrants at a purchase price of $1.00 per Placement Warrants in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of purchase price for the Placement Warrants to be paid by the Sponsor and (and/or its designees) has been delivered to CST or counsel to the Company or the Representative is referred to herein 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 “Private Placement.” None of case may be. The Public Securities, the Placement Warrants (or the underlying Ordinary Shares) may be soldSecurities, assigned or transferred by Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary ’s Shares acquired by the Representative pursuant to the Representative Purchase Agreement (as defined below) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Founders Shares acquired by are hereinafter referred to collectively as the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period“Securities”.

Private Placement. Simultaneously with (a) If the Closing DatePrivate Placement Settlement applies, Sponsor will purchase from the Company, pursuant to a Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants, which placement warrants are substantially identical to Purchaser shall afford the Public Warrants subject to certain exceptions (the “Placement Warrants”Seller, and together with any potential buyers of the Public WarrantsPayment Shares (or, in the case of alternative termination settlement, Alternative Termination Delivery Units) (collectively, the “WarrantsPrivate Securities”) designated by the Seller, subject to the execution by any such potential buyers of a confidentiality agreement if reasonably required at the time, a reasonable opportunity to conduct a due diligence investigation with respect to the Purchaser customary in scope for private offerings of such type of securities (including, without limitation, the availability of senior management to respond to questions regarding the business and financial condition of the Purchaser and the right to have made available to them for inspection all financial and other records, pertinent corporate documents and other information reasonably requested by them), and the Seller (iior any such potential buyer) shall be reasonably satisfied in all material respects with such opportunity and with the Representative will purchase resolution of any disclosure issues arising from such due diligence investigation of the Company, pursuant Purchaser. (b) Prior to or contemporaneously with the Representative Purchase Agreement determination of the Private Placement Price (as defined in Section 2.21.3 hereofdescribed below), 2,000,000 the Purchaser shall enter into an agreement (a “Private Placement Warrants, which Placement Warrants are substantially identical to Agreement”) with the Public Warrants subject to certain exceptions, each at a Seller (or any affiliate of the Seller designated by the Seller) providing for the purchase price of $1.00 per Placement Warrant, and resale by the Seller (or such affiliate) in a private placement intended to be (or other transaction exempt from registration under the Act pursuant to Section 4(a)(2Securities Act) of the Act. The private placement Private Securities, which agreement shall be on commercially reasonable terms and in form and substance reasonably satisfactory to the Seller (or such affiliate) and (without limitation of the Placement Warrants foregoing) shall: (i) contain customary conditions, and customary undertakings, representations and warranties (to Sponsor the Seller or such affiliate, and if requested by the Seller or such affiliate, to potential purchasers of the Private Securities); (ii) contain indemnification and contribution provisions in connection with the potential liability of the Seller and its affiliates relating to the resale by the Seller (or such affiliate) of the Private Securities; (iii) provide for the delivery of related certificates and representations, warranties and agreements of the Purchaser, including those necessary or advisable to establish and maintain the availability of an exemption from the registration requirements of the Securities Act for the Seller and resales of the Private Securities by the Seller (or such affiliate); (iv) provide for the delivery to the Seller (or such affiliate) of customary opinions (including, without limitation, opinions relating to the due authorization, valid issuance and fully paid and non-assessable nature of the Private Securities, the availability of an exemption from the Securities Act for the Seller and resales of the Private Securities by the Seller (or such affiliate), and the Representative is referred to herein lack of material misstatements and omissions in the Purchaser’s filings under the Exchange Act); and (v) provide for the payment by the Purchaser of all fees and expenses in connection with such sale and resale, including all fees and expenses of counsel for the Seller or such affiliate. (c) The Seller shall, no earlier than 3 Business Days following the relevant Expiration Date or the Early Termination Date, as the “case may be, determine the Private Placement.” None Placement Price (or, in the case of alternative termination settlement, the Termination Price) in its discretion by commercially reasonable means, which may include (without limitation): (i) basing such price on indicative bids from investors; and (ii) taking into account any factors that are customary in pricing private sales and any and all risks and costs in connection with the resale of the Placement Warrants Private Securities by the Seller (or any affiliate of the underlying Ordinary SharesSeller designated by the Seller), including, without limitation, a reasonable placement fee or spread to be retained by the Seller (or such affiliate). (d) may The Seller shall notify the Purchaser of the number of Private Securities required to be solddelivered by the Purchaser and the Private Placement Price (or, assigned in the case of alternative termination settlement, the Termination Price) by 6:00 p.m. on the day such price is determined. (e) The Purchaser and Seller agree not to take or transferred by Sponsor or cause to be taken any action that would make unavailable either (i) the Representativeexemption set forth in Section 4(2) of the Securities Act, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from for the sale of any Private Securities by the Placement Warrants shall be deposited into Purchaser to the Trust Account. Seller or (ii) an exemption from the registration requirements of the Securities Act reasonably acceptable to the Seller for resales of Private Securities by the Seller. (f) The Representative Purchaser expressly agrees and acknowledges and agrees that the Placement Warrants public disclosure of all material information relating to the Purchaser is within the Purchaser’s control and that the Purchaser shall promptly so disclose all such material information during the period from the Expiration Date to and including the Final Settlement Date. (g) The Purchaser agrees to use its reasonable best efforts to make any filings required to be made by it with the SEC, any securities exchange or any other regulatory body with respect to the Transaction contemplated hereby and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement (as defined below) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales issuance of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time periodPrivate Securities.

Private Placement. Simultaneously with the Closing DateClosing, Sponsor will purchase from the Company, pursuant to a Sponsor Purchase Agreement Chardan NexTech 2 Warrant Holdings LLC (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants, which placement warrants are substantially identical to the Public Warrants subject to certain exceptions (the “Placement WarrantsHoldings”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will shall purchase from the Company, pursuant to the Representative Purchase Subscription Agreement (as defined in Section 2.21.3 2.24.2 hereof), 2,000,000 ) an aggregate of 4,361,456 warrants (or up to 4,627,858 warrants depending on the extent to which the underwriters’ over-allotment option is exercised) (the “Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each ”) at a purchase price of approximately $1.00 0.93 per Placement Warrant, Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants to Sponsor and the Representative is referred to herein as (the “Private Placement”). The Placement Warrants and the shares of Common Stock underlying the Placement Warrants are hereinafter referred to collectively as the “Placement Securities,” and the Public Securities and the Placement Securities are hereinafter referred to collectively as the “Securities.” None of Each Placement Warrant shall be identical to the Warrants sold in the Offering except that the Placement Warrants (or a) shall be non-redeemable by the underlying Ordinary SharesCompany, (b) may not, subject to certain limited exceptions, be soldtransferred, assigned or transferred sold by Sponsor or the Representative, other than to their permitted transferees initial purchaser until thirty (30) days after consummation the completion of the Company’s initial business combination and (c) may be exercised for cash or on a Business Combinationcashless basis, as described in the Prospectus, in each case so long as the Placement Warrants continue to be held by the initial purchasers of the Placement Warrants or their permitted transferees (as described in the Subscription Agreements and the Warrant Agreement (as defined in Section 2.22 hereof)). Certain proceeds 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 Warrants shall be deposited into the Trust AccountSecurities. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant Pursuant to the Representative Purchase Agreement Rule 5110(g)(1) of FINRA’s (as defined below) will be deemed compensation by Rules, the Financial Industry Regulatory Authority (“FINRA”) and will therefore be Placement Warrants are subject to a lock-up for a period of 180 days immediately following the Effective Date of the Registration Statement or the commencement of sales of in the OfferingOffering and, subject to certain limited exceptionsfor that 180 day period following the Effective Date, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they hypothecated, or be the subject of any hedging, short sale, derivative, put, derivative or put or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following securities. Pursuant to Rule 5110(g)(8) of FINRA’s Rules, Chardan Capital Markets, LLC and its related persons may not, with respect to the commencement of sales Placement Warrants (and the shares that are issuable upon exercise of the OfferingPlacement Warrants) purchased by Holdings, except to any FINRA member participating in (i) have more than one demand registration right at the Offering and Company’s expense, (ii) exercise their demand registration rights more than five (5) years from the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder effective date of the time periodRegistration Statement, and (iii) exercise their “piggy-back” registration rights more than seven (7) years from the effective date of the Registration Statement, as long as Chardan Capital Markets, LLC or any of its related persons are beneficial owners of Placement Warrants.

Private Placement. Simultaneously with the Closing Dateconsummation of the Offering, the Sponsor (and/or its designees) will purchase from the Company, Company pursuant to a Sponsor Purchase Subscription Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants2.25.2 below) an aggregate of 4,550,000 warrants to purchase shares of Class A Ordinary Shares of the Company, which placement warrants are substantially identical to the Public Warrants subject to certain exceptions (collectively, the “Placement Warrants”, ” and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), 2,000,000 Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each at a purchase price of $1.00 per Placement WarrantWarrant in a private placement (the “Private Placement”). The Placement Warrants, and the Class A Ordinary Shares issuable upon exercise of the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” The sale of the Placement Securities is intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The terms of the Placement Warrants 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 pursuant to the Subscription Agreement, up to an additional 450,000 Placement Warrants at a purchase price of $1.00 per Placement Warrants in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of purchase price for the Placement Warrants to be paid by the Sponsor and (and/or its designees) has been delivered to CST or counsel to the Company or the Representative is referred to herein 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 “Private Placement.” None of case may be. The Public Securities, the Placement Warrants (or the underlying Ordinary Shares) may be soldSecurities, assigned or transferred by Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary ’s Shares acquired by the Representative pursuant to the Representative Purchase Agreement (as defined below) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Founders Shares acquired by are hereinafter referred to collectively as the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period“Securities”.

Private Placement. Simultaneously with the Closing Date, (i) the Sponsor will purchase from the Company, pursuant to a the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement 4,610,000 warrants and (ii) the Underwriters will purchase from the Company, pursuant to the Underwriters Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,610,000 warrants (Cantor will purchase 1,827,000 warrants and Odeon Capital Group LLC will purchase 783,000 warrants), which placement warrants are substantially identical to the Public Warrants subject to certain exceptions (collectively, the “Placement Warrants”, ” and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), 2,000,000 Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each at a purchase price of $1.00 per Placement Warrant, in a 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 private placement of the Placement Warrants to the Sponsor and the Representative Underwriters is referred to herein as the “Private Placement.” Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or the RepresentativeUnderwriters, other than to their permitted transferees transferees, until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement (as defined below) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore also be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Private Placement. Simultaneously (a) The Purchaser has sufficient knowledge and experience in business and financial matters to enable the Purchaser to evaluate the Bonds, the credit of the District, the collateral and the Bond terms and that the Purchaser will make its own independent credit analysis and decision to purchase the Bonds based on independent examination and evaluation of the transaction and the information deemed appropriate. (b) The Purchaser acknowledges that no credit rating has been sought or obtained with the Closing Date, Sponsor will purchase from the Company, pursuant to a Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants, which placement warrants are substantially identical respect to the Public Warrants subject Bonds. (c) The Purchaser acknowledges that no official statement has been prepared for the Bonds, and that the District will not be entering into a continuing disclosure agreement with respect to the Bonds; provided, however, that the District has agreed to provide certain exceptions ongoing information to the Purchaser. (d) The Purchaser states that (a) it is a commercial bank with total assets of at least $50 million; (b) it is capable of evaluating investment independently; (c) it is exercising independent judgment in evaluating (i) the recommendation of Xxxxx Xxxxxxx & Co. (the “Placement WarrantsAgent”) or its associated persons; and (ii) the quality of execution of the Purchaser’s transactions by the Placement Agent; and (c) the Purchaser has timely access to material information that is available publicly through established industry sources as defined in Municipal Securities Rulemaking Board (MSRB) Rule G-47; (e) The Purchaser is purchasing the Bonds solely for its own account, and together not with a view to, or in connection with, any distribution, resale, pledging, fractionalization, subdivision or other disposition thereof (subject to the Public Warrantsunderstanding that disposition of Purchaser’s property will remain at all times within its control). The Purchaser has directed that no CUSIP number shall be obtained for the Bonds or that the Bonds be DTC eligible as of their initial purchase. (f) The Purchaser understands that the Bonds (i) have not been registered under the Securities Act of 1933, as amended (the “WarrantsSecurities Act”), and (ii) have not been registered or qualified under any state securities or “Blue Sky” laws, and that the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), 2,000,000 Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each at a purchase price of $1.00 per Placement Warrant, in a private placement intended to be exempt from registration Indenture has not been qualified under the Trust Indenture Act pursuant to Section 4(a)(2of 1939, as amended. (g) The Purchaser has been furnished with and has examined the Bonds, the Indenture and other documents, certificates and the legal opinions delivered in connection with the issuance of the Act. Bonds. (h) The private placement Purchaser understands that the District and the Placement Agent and their respective counsel and Bond Counsel will rely upon the accuracy and truthfulness of the Placement Warrants representations and warranties contained herein and hereby consents to Sponsor such reliance. (i) The interest rates on the Bonds are reasonable based upon current market conditions and the Representative there is referred to herein as the no “Private Placement.blending” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement (as defined below) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time periodtwo rates.

Private Placement. Simultaneously with the Closing DateClosing, Sponsor will MFA Investor Holdings LLC, the Company’s initial shareholder (“Initial Shareholder”), and Chardan shall purchase from the Company, Company pursuant to a Sponsor Purchase Agreement Subscription Agreements (as defined in Section 2.21.2 2.23.2 hereof), 4,000,000 private placement warrants, which placement ) an aggregate of 5,810,000 (up to 6,260,000 if the Over-Allotment Option is exercised in full) and 750,000 warrants are substantially identical to the Public Warrants subject to certain exceptions (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Companyrespectively, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), 2,000,000 Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each at a purchase price of $1.00 per Placement Warrant, Warrant in a private placement intended to be exempt from registration under (the Act pursuant to Section 4(a)(2) of the Act“Private Placement”). The private placement Placement Warrants and the shares of Common Stock issuable upon exercise of the Placement Warrants to Sponsor and the Representative is are hereinafter referred to herein collectively as the “Private PlacementPlacement Securities.” None of Each Placement Warrant shall be identical to the Warrants included in the Units sold in the Offering except that the Placement Warrants (shall be non-redeemable by the Company and exercisable on a cashless basis so long as the Placement Warrants continue to be held by the initial purchasers of the Private Warrants or the underlying Ordinary Shares) may be sold, assigned or transferred by Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of 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 Business Combination. Certain proceeds placement fee or expense allowance from the sale of the Placement Warrants shall be deposited into the Trust AccountSecurities. The Representative Chardan acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement (as defined below) shares of Common Stock will be deemed compensation by the Financial Industry Regulatory Authority (“"FINRA”") and will therefore be subject to lock-up consistent with Rule 5110(g)(1) of the FINRA Manual. Accordingly, the Placement Warrants and the underlying shares of Common Stock shall not be sold during the Offering, or sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the date of effectiveness of the Registration Statement or commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the public Offering, except to any FINRA member participating in the public Offering and the officers, partners, registered persons or affiliates officers and partners thereof, if all securities so transferred remain subject to the lock-up restriction restrictions described in this sentence for the remainder of the time period. Additionally, the Placement Warrants and the underlying shares of Common Stock shall not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person during a period of 180 days immediately following the date of effectiveness of the Registration Statement or commencement of sales of the public Offering.

Private Placement. Simultaneously with the Closing DateClosing, Sponsor will purchase from the Company, pursuant to a Sponsor Purchase Agreement Chardan NexTech 2 Warrant Holdings LLC (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants, which placement warrants are substantially identical to the Public Warrants subject to certain exceptions (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii"Holdings") the Representative will shall purchase from the Company, pursuant to the Representative Purchase Subscription Agreement (as defined in Section 2.21.3 2.24.2 hereof), 2,000,000 ) an aggregate of 5,238,461 warrants (or up to 5,469,230 warrants depending on the extent to which the underwriters’ over-allotment option is exercised) (the “Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each ”) at a purchase price of $1.00 0.65 per Placement Warrant, Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants to Sponsor and the Representative is referred to herein as (the “Private Placement”). The Placement Warrants and the shares of Common Stock underlying the Placement Warrants are hereinafter referred to collectively as the “Placement Securities,” and the Public Securities and the Placement Securities are hereinafter referred to collectively as the “Securities.” None of Each Placement Warrant shall be identical to the Warrants sold in the Offering except that the Placement Warrants (or a) shall be non-redeemable by the underlying Ordinary SharesCompany, (b) may not, subject to certain limited exceptions, be soldtransferred, assigned or transferred sold by Sponsor or the Representative, other than to their permitted transferees initial purchaser until thirty (30) days after consummation the completion of the Company’s initial business combination and (c) may be exercised for cash or on a Business Combinationcashless basis, as described in the Prospectus, in each case so long as the Placement Warrants continue to be held by the initial purchasers of the Placement Warrants or their permitted transferees (as described in the Subscription Agreements and the Warrant Agreement (as defined in Section 2.22 hereof)). Certain proceeds 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 Warrants shall be deposited into the Trust AccountSecurities. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant Pursuant to the Representative Purchase Agreement Rule 5110(g)(1) of FINRA’s (as defined below) will be deemed compensation by Rules, the Financial Industry Regulatory Authority (“FINRA”) and will therefore be Placement Warrants are subject to a lock-up for a period of 180 days immediately following the Effective Date of the Registration Statement or the commencement of sales of in the OfferingOffering and, subject to certain limited exceptionsfor that 180 day period following the Effective Date, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they hypothecated, or be the subject of any hedging, short sale, derivative, put, derivative or put or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following securities. Pursuant to Rule 5110(g)(8) of FINRA’s Rules, Chardan Capital Markets, LLC and its related persons may not, with respect to the commencement of sales Placement Warrants (and the shares that are issuable upon exercise of the OfferingPlacement Warrants) purchased by Holdings, except to any FINRA member participating in (i) have more than one demand registration right at the Offering and Company’s expense, (ii) exercise their demand registration rights more than five (5) years from the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder effective date of the time periodRegistration Statement, and (iii) exercise their “piggy-back” registration rights more than seven (7) years from the effective date of the Registration Statement, as long as Chardan Capital Markets, LLC or any of its related persons are beneficial owners of Placement Warrants.

Private Placement. Simultaneously (a) Such Buyer understands that (i) the Shares have not been (and the Additional Shares will not be) registered under the Securities Act of 1933, as amended (the “Securities Act”) or under any state securities laws, and are being, or will be, offered and sold in reliance under federal and state exemptions for transactions not involving a public offering, (2) no governmental entity has reviewed, or will review, or made, or will make, any finding or determination as to the fairness or merits or any recommendation or endorsement with respect to an investment in the Shares or Additional Shares, (3) subject to the Lock-Up Period (as defined herein), the Shares and Additional Shares may not be offered, sold or otherwise transferred by such Buyer except pursuant to an effective registration statement under the Securities Act or an applicable exemption from the registration requirements of the Securities Act and (4) the following legend restricting the transferability and resale of the Shares and Additional Shares will be placed on all documents evidencing the Shares and Additional Shares, as applicable: THIS SECURITY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, (THE “SECURITIES ACT”), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF TRIPLEPOINT VENTURE GROWTH BDC CORP. (THE “CORPORATION”) THAT THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (I) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, INCLUDING RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASE (I) AND (II) IN ACCORDANCE WITH ANY APPLICABLE FEDERAL SECURITIES LAWS AND THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND SUBJECT TO THE CORPORATION’S RIGHT PRIOR TO ANY SUCH TRANSFER PURSUANT TO CLAUSE (I) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT. IN ADDITION, THE HOLDER WILL NOTIFY ANY SUBSEQUENT PURCHASER OF THIS SECURITY FROM IT OF ANY APPLICABLE RESALE RESTRICTIONS REFERRED TO ABOVE. (b) Such Buyer is an institutional “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D of the Securities Act. Such Buyer is not subject to and is not aware of any facts that would cause such Buyer to be subject to any of the “Bad Actor” disqualifications as described in Rule 506(d)(1)(i) to (viii) under the Securities Act. (c) The respective Shares and Additional Shares purchased by such Buyer are being, or will be, acquired by such Buyer for such Buyer’s own account for investment purposes only and not with a view for resale or distribution. Such Buyer was offered its respective Shares and Additional Shares, as applicable, through private negotiations and not through any general solicitation or general advertising. (d) Such Buyer further understands that the exemption from registration afforded by Rule 144 promulgated under the Securities Act (the provisions of which are known to such Buyer) depends on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for resales of the Shares and Additional Shares acquired hereunder; provided, however, any resales under Rule 144 are subject to the Lock-Up Period. (e) Such Buyer (a) either alone or together with its representatives has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of this investment and make an informed decision to so invest, and has so evaluated the risks and merits of such investment, (b) has the ability to bear the economic risks of this investment and can afford a complete loss of such investment, (c) understands the terms of and risks associated with the Closing Dateacquisition of its respective Shares and Additional Shares, Sponsor will purchase from including, without limitation, a lack of liquidity, pricing availability and risks associated with the industry in which the Company operates, (d) has had the opportunity to review the Company’s Annual Report on Form 10-K for the Company for the fiscal year ended December 31, 2016, the Quarterly Report on Form 10-Q for the Company for the quarter ended March 31, 2017, the Quarterly Report on Form 10-Q for the Company for the quarter ended June 30, 2017 and such other disclosure regarding the Company, pursuant its business, its financial condition and its prospects as such Buyer has determined to be necessary in connection with the purchase of its respective Shares and Additional Shares, (e) has had an opportunity to ask such questions and make such inquiries concerning the Company, its business, its financial condition and its prospects as such Buyer has deemed appropriate in connection with such purchase and to receive satisfactory answers to such questions and inquiries and (f) acknowledges that (i) the Purchase Price and Additional Purchase Price is based on an estimate (within a Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof)range) of the net asset value per share of the Common Stock at September 30, 4,000,000 private placement warrants, which placement warrants are substantially identical to the Public Warrants subject to certain exceptions 2017 (the “Placement Warrants”, and together with the Public Warrants, the “WarrantsEstimated NAV Per Share”), plus an estimate of the net investment income and known net realized and unrealized gains, in each case, on a per share basis (the “Estimated NII and Gains Per Share”), generated by the Company for the period from September 30, 2017 through October 23, 2017; (iii) the Company’s Board of Directors has not yet determined the fair value of the Company’s investments at September 30, 2017 and, as a result, the Estimated NAV Per Share used in connection with arriving at the Purchase Price and Additional Purchase Price may differ from the net asset value per share of the Common Stock at September 30, 2017 ultimately reported by the Company after the Board of Directors makes such determinations or as a result of other changes in connection with finalizing the Company’s financial statements for the quarter ended September 30, 2017; (iv) there are risks inherent in the use of estimates, including the Estimated NAV Per Share and the Estimated NII and Gains Per Share, in arriving at the Purchase Price and Additional Purchase Price, including that they may be materially different from the finally determined figures thereof, if any; (v) the Estimated NAV Per Share, the Estimated NII and Gain Per Share and an estimate (within a range) of the Company’s net investment income per share of Common Stock for the three months ended September 30, 2017 have been communicated in writing by the Company to each of the Buyers; and (vi) there will not be any subsequent adjustment to the Purchase Price or Additional Purchase Price in the event that any of the aforementioned estimates used in arriving at the Purchase Price and Additional Purchase Price differ from the finally determined figures thereof, if any; provided, however, the Additional Purchase Price is subject to modification as specified in Section 1.3(a). (f) Such Buyer: (i) is not registered or required to be registered as an “investment company” under the Investment Company Act of 1940, as amended (the “1940 Act”); (ii) has not elected to be regulated as a business development company (“BDC”) under the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement 1940 Act; and (as defined in Section 2.21.3 hereof), 2,000,000 Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each at a purchase price of $1.00 per Placement Warrant, in iii) if such Buyer is a private placement intended to be exempt from registration under the Act pursuant to investment fund relying on Section 4(a)(23(c)(1) or Section 3(c)(7) of the 1940 Act for an exclusion from the definition of “investment company” under the 1940 Act. The private placement , the acquisition of the Placement Warrants Shares and Additional Shares pursuant to Sponsor and this Agreement by such Buyer shall not cause such Buyer to own after such acquisition, together with any entities it controls, more than two point nine percent (2.9%) of the Representative is referred to herein as outstanding Common Stock (the “Private Placement2.9% Limitation”).” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement (as defined below) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Private Placement. Simultaneously with the Closing DateClosing, Sponsor will purchase from the Company, pursuant to a Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants, which placement warrants are substantially identical to the Public Warrants subject to certain exceptions Chardan NexTech Investments LLC (the “Placement WarrantsSponsor”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will shall purchase from the Company, pursuant to the Representative Purchase Subscription Agreement (as defined in Section 2.21.3 2.24.2 hereof), 2,000,000 ) an aggregate of 7,500,000 warrants (the “Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each ”) at a purchase price of $1.00 0.50 per Placement Warrant, Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants to Sponsor and the Representative is referred to herein as (the “Private Placement”). The Placement Warrants and the shares of Common Stock underlying the Placement Warrants are hereinafter referred to collectively as the “Placement Securities,” and the Public Securities and the Placement Securities are hereinafter referred to collectively as the “Securities.” None of Each Placement Warrant shall be identical to the Warrants sold in the Offering except that the Placement Warrants (or a) shall be non-redeemable by the underlying Ordinary SharesCompany, (b) may not, subject to certain limited exceptions, be soldtransferred, assigned or transferred sold by Sponsor or the Representative, other than to their permitted transferees initial purchaser until thirty (30) days after consummation the completion of the Company’s initial business combination and (c) may be exercised for cash or on a Business Combinationcashless basis, as described in the Prospectus, in each case so long as the Placement Warrants continue to be held by the initial purchasers of the Placement Warrants or their permitted transferees (as described in the Subscription Agreements and the Warrant Agreement (as defined in Section 2.22 hereof)). Certain proceeds 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 Warrants shall be deposited into the Trust AccountSecurities. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant Pursuant to the Representative Purchase Agreement Rule 5110(g)(1) of FINRA’s (as defined below) will be deemed compensation by Rules, the Financial Industry Regulatory Authority (“FINRA”) and will therefore be Placement Warrants are subject to a lock-up for a period of 180 days immediately following the Effective Date of the Registration Statement or the commencement of sales of in the OfferingOffering and, subject to certain limited exceptionsfor that 180 day period following the Effective Date, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they hypothecated, or be the subject of any hedging, short sale, derivative, put, derivative or put or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following securities. Pursuant to Rule 5110(g)(8) of FINRA’s Rules, Chardan Capital Markets, LLC and its related persons may not, with respect to the commencement of sales Placement Warrants (and the shares that are issuable upon exercise of the OfferingPlacement Warrants) purchased by the Sponsor, except to any FINRA member participating in (i) have more than one demand registration right at the Offering and Company’s expense, (ii) exercise their demand registration rights more than five (5) years from the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder effective date of the time periodRegistration Statement, and (iii) exercise their “piggy-back” registration rights more than seven (7) years from the effective date of the Registration Statement, as long as Chardan Capital Markets, LLC or any of its related persons are beneficial owners of Placement Warrants.

Private Placement. Simultaneously with (a) Each Preferred Stockholder acknowledges that each certificate representing the Closing DateAgere Shares delivered to or on behalf of such Preferred Stockholder and the Escrow Agent shall include the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE (THE "SHARES") HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION. NEITHER THE SHARES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, Sponsor will purchase SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, SUCH REGISTRATION REQUIREMENTS. BY THE ACQUISITION HEREOF, THE HOLDER AGREES THAT SUCH HOLDER WILL GIVE EACH PERSON TO WHOM THE SHARES ARE TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN THE CASE OF ANY TRANSFER OR OTHER DISPOSITION MADE OTHERWISE THAN PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, THE HOLDER HEREOF SHALL BE REQUIRED TO PROVIDE TO THE COMPANY, PRIOR TO SUCH TRANSFER, AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH TRANSFER IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE ACT AND IS IN COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES LAWS. (b) Each Preferred Stockholder understands that the Agere Shares are being issued to such Preferred Stockholder and the Escrow Agent in reliance on an exemption from the Companyregistration requirements of the Securities Act for an offer and sale of securities that does not involve a public offering and have not been registered under the Securities Act or with any securities regulatory authority of any state of the United States or other jurisdiction and, therefore, that such Agere Shares (and all securities issued in exchange therefor or in substitution thereof) cannot be resold in the absence of such registration except pursuant to an exemption from, or in a Sponsor Purchase Agreement transaction not subject to, such registration requirements. Each Preferred Stockholder agrees that Agere shall not transfer any of the Agere Shares except in a transaction registered under the Securities Act or unless such Preferred Stockholder shall have delivered to Agere an opinion of United States counsel, which counsel and opinion shall be reasonably satisfactory to Agere, that such transfer is being effected in accordance with an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. (c) Each Preferred Stockholder is either an "accredited investor" (as such term is defined in Section 2.21.2 hereof)Rule 501 of Regulation D under the Securities Act) or, 4,000,000 private placement warrantsimmediately prior to receipt of any information regarding Agere, which placement warrants are substantially identical to the Public Warrants subject to certain exceptions had such knowledge and experience (the “Placement Warrants”, and together alone or with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement a "purchaser representative" (as such term is defined in Section 2.21.3 hereofRule 501 of Regulation D under the Securities Act), 2,000,000 Placement Warrants, which Placement Warrants are substantially identical ) in financial and business matters as to be able to evaluate the Public Warrants subject merits and risks of an investment in Agere. (d) Each Preferred Stockholder will acquire the Agere Shares for its own account and not with a view to certain exceptions, each at a purchase price any distribution (within the meaning of $1.00 per Placement Warrant, the Securities Act) thereof or with any present intention of offering or selling any of the Agere Shares in a private placement intended to be exempt from registration under transaction that would violate the Securities Act pursuant to Section 4(a)(2) or the securities Laws of any state of the Act. The private placement of the Placement Warrants to Sponsor and the Representative is referred to herein as the “Private PlacementUnited States or any other applicable jurisdiction.” None of the Placement Warrants (or the underlying Ordinary Sharese) may be sold, assigned or transferred by Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative Each Preferred Stockholder acknowledges and agrees that any resale or other transfer, or attempted resale or other transfer, which Agere determines in good faith was made other than in compliance with the Placement Warrants and the underlying Ordinary Shares acquired restrictions stated in this Section 3.31 shall not be recognized by the Representative pursuant to the Representative Purchase Agreement (as defined below) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales Agere in respect of the OfferingAgere Shares, subject and that Agere may deliver a corresponding stop-transfer order to certain limited exceptions, pursuant Agere's transfer agent to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time periodeffect.

Private Placement. Simultaneously with the Closing Date or the Option Closing Date, as applicable, (i) the Sponsor will purchase from the Company, pursuant to a the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants4,955,000 warrants (or up to 5,037,500 warrants if the Over-Allotment Option is exercised in full) and (ii) the Underwriters will purchase from the Company, pursuant to the Underwriters Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,545,000 warrants (Cantor will purchase 1,781,500 warrants (or 1,839,250 warrants if the underwriters’ Over-Allotment Option is exercised in full) and Odeon Capital Group LLC will purchase 763,000 warrants (or 788,250 warrants if the underwriters’ Over-Allotment Option is exercised in full)), which placement warrants are substantially identical to the Public Warrants subject to certain exceptions (collectively, the “Placement Warrants”, ” and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), 2,000,000 Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each at a purchase price of $1.00 per Placement Warrant, in a 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 private placement of the Placement Warrants to the Sponsor and the Representative Underwriters is referred to herein as the “Private Placement.” Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or the RepresentativeUnderwriters, other than to their permitted transferees transferees, until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement (as defined below) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore also be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.