Common use of Private Placements Clause in Contracts

Private Placements. 1.3.1 In August 2019, the Company issued to Greenrose Associates LLC (the “Sponsor”) an aggregate of 4,312,500 Shares (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below). The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination, or entering into contractual arrangements with one or more businesses or entities (“Business Combination”) within the required time period. The Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the Sponsor be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If the Over-Allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum of 562,500 Insider Shares, as is necessary to maintain the Sponsor’s 20% beneficial ownership in the Company’s Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but excluding the issuance of the Private Units and the purchase of any shares in the Offering. 1.3.2 Simultaneously with the Closing Date, the Sponsor and the Representative (and/or their designees) will purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 below), (i) an aggregate of 200,000 Units and 100,000 Units, respectively (the “Private Units”) at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 Warrants and 500,00 Warrants, respectively (the “Private Warrants”) at a purchase price of $1.00 per Private Warrant, in each case in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Units and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have also agreed that, in the event the Representative has exercised the Over-allotment Option, they will purchase up to 20,000 and 10,000 additional Private Units, respectively, and up to 100,000 and 50,000 additional Private Warrants, respectively, and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units and Private Warrants into the Trust Fund such that the amount of funds in the Trust Fund shall be $10.00 per Public Share sold in the Offering. The purchase price for the Private Units and Private Warrants shall have been delivered to CST&T or counsel for the Company or the Representative to hold in a separate escrow account at least twenty-four (24) hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Private Placements. 1.3.1 In August 20191.4.1 Prior to the date hereof, the Company issued to Greenrose Associates LLC its initial stockholders (the “SponsorInitial Stockholders”) for an aggregate consideration of $25,000, an aggregate of 4,312,500 Shares 2,875,000 shares of Class B Common Stock (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below). The Sponsor Initial Stockholders shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination, or entering into contractual arrangements with one or more businesses or entities (“Business Combination”) within the required time period. The Sponsor Initial Stockholders shall not have conversion rights with respect to the Insider Shares nor shall the Sponsor Initial Stockholders be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If the Over-Allotment Option is not exercised by the Underwriters in full or in part, the Sponsor Initial Stockholders shall forfeit such number of Insider Shares, up to a maximum of 562,500 375,000 Insider Shares, as is necessary to maintain the Sponsor’s 20% beneficial ownership in the Company’s Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but excluding the issuance of the Private Units Representative’s Shares (as defined below) and the purchase of any shares in the Offering. 1.3.2 1.4.2 Prior to completion of the public offering, the Company issued to the Representative and/or its designees for an aggregate consideration of $20.00, an aggregate of 200,000 shares of Class A Common Stock ( as part of the Insider Shares) (the “EBC Founder’s Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. The Representative’s Shares are identical to the shares of Class A Common Stock included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion or redemption rights with respect to such Representative’s Shares and shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination and (ii) will have no right to any liquidation distributions with respect to any portion of the Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. Additionally, the registered holders of the Representative’s Shares will have registration rights with respect to the Representative’s Shares as set forth in the Registration Rights Agreement (as defined in Section 2.24.6 below). The registered holders of the Representative’s Shares will not sell during the offering, or sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Shares contain legends to reflect the above FINRA and contractual transfer restrictions. 1.4.3 Simultaneously with the Closing Date, the Sponsor Initial Stockholders and the Representative (and/or their its designees) will purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 below), (i) an aggregate of 200,000 Units 4,050,000 and 100,000 Units500,000 private placement warrants, respectively (the “Private Units”) at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 Warrants and 500,00 Warrantscollectively, respectively (the “Private Warrants”) ), at a purchase price of $1.00 per Private Warrant, in each case in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Units and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor Initial Stockholders and the Representative have also agreed that, in the event the Representative has exercised the Over-allotment Option, they will purchase up to 20,000 400,500 and 10,000 additional Private Units, respectively, and up to 100,000 and 50,000 49,500 additional Private Warrants, respectively, and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units and Private Warrants into the Trust Fund such that the amount of funds in the Trust Fund shall be $10.00 10.10 per Public Share unit sold in the Offering. The purchase price for the Private Units and Private Warrants shall have been delivered to CST&T or counsel for the Company or the Representative to hold in a separate escrow account at least twenty-four (24) 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Private Placements. 1.3.1 In August 2019July 2014, the Company issued to Greenrose Associates CF Finance Holdings LLC (the “Sponsor”) ), for an aggregate consideration of 4,312,500 Shares $383.00, 2,875,000 shares of the Company’s common stock, par value $0.0001, in a private placement (the “Insider SharesPrivate Placement”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discountsIn June 2015, commissionsthe Sponsor contributed an additional $50,000 to the Company’s paid-in capital for no additional shares. On January 17, or placement fees have been or will be payable in connection with 2018, the sale Company effectuated a recapitalization of the Insider Company, which included a 2.5-for-1 stock split resulting in an aggregate of 7,187,500 shares of the Company’s Class B common stock, par value $0.0001 (the “Founder Shares. The Insider Shares shall be ”), outstanding and held in escrow and by the Sponsor (up to 937,500 of which are subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below). The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination, or entering into contractual arrangements with one or more businesses or entities (“Business Combination”) within the required time period. The Sponsor shall not have conversion rights with respect forfeiture to the Insider Shares nor shall the Sponsor be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If extent the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum of 562,500 Insider Shares, as is necessary to maintain the Sponsor’s 20% beneficial ownership in the Company’s Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but excluding the issuance of the Private Units and the purchase of any shares in the Offering. 1.3.2 Simultaneously with the Closing Date, the Sponsor and the Representative (and/or their designees) will purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 below), (i) an aggregate of 200,000 Units and 100,000 Units, respectively (the “Private Units”) at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 Warrants and 500,00 Warrants, respectively (the “Private Warrants”) at a purchase price of $1.00 per Private Warrant, in each case in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Units and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 belowfull). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Insider Private Placement. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of: (i) one year following the consummation of the Business Combination; and (ii) subsequent to the consummation of a Business Combination, (x) when the closing price of the Common Stock exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination; or (y) the date on which the Company consummates a transaction which results in all of the Company’s stockholders having the right to exchange their shares for cash, securities or other property. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The Sponsor shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares such that the Founder Shares will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option (not including the Placement Shares (as defined below)). 1.3.2 Simultaneously with the Closing Date, pursuant to the Private Placement Units Purchase Agreement (as defined below), the Sponsor will purchase from the Company 600,000 units that are identical to the Firm Units, subject to certain limited exceptions described in the Prospectus (as defined below) (the “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 Units is referred to herein as the “Unit Private Placement.” The Placement Units, the shares of Common Stock included in the Placement Units (the “Placement Shares”), the warrants included in the Placement Units (the “Placement Warrants”) and the shares of Common Stock issuable upon exercise of the Placement Warrants (the “Placement Warrant Shares”) are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placement. The Sponsor and Placement Warrants are identical to the Representative have also agreed that, in Warrants except that (i) the event the Representative has exercised the OverPlacement Warrants will be non-allotment Option, they will purchase up to 20,000 and 10,000 additional Private Units, respectively, and up to 100,000 and 50,000 additional Private Warrants, respectively, and redeemable by the Company shall cause to and (ii) the Placement Warrants may be deposited an amount exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In addition, the Placement Warrants may not be exercised after five years from the effective date of additional the Registration Statement if held by Cantor or its designees or affiliates. None of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of the Company’s initial Business Combination. The proceeds from the sale of such additional Private the Placement Units and Private Warrants shall be deposited into the Trust Fund Account. (a) Simultaneously with the Closing Date, pursuant to the Sponsor Loan Note (as defined below), the Sponsor will loan to the Company $2,500,000 and (b) simultaneously with the Option Closing Date (which may be the Closing Date), pursuant to the Sponsor Loan Note, the Sponsor will loan the Company an additional $0.10 per Option Unit being issued on such that Option Closing Date (the amount loans in clauses (a) and (b) are herein referred to collectively as the “Sponsor Loan”). The Sponsor Loan will be repaid upon the closing of funds in the Trust Fund shall be initial Business Combination or, at the Sponsor’s option, converted into units (the “Sponsor Loan Units”) at a conversion price of $10.00 per Public Share sold Sponsor Loan Unit upon the closing of the initial Business Combination. The Sponsor Loan Units, the shares of Common Stock included in the OfferingPlacement Units, the warrants included in the Sponsor Loan Units (the “Sponsor Loan Warrants”) and the shares of Common Stock issuable upon exercise of the Sponsor Loan Warrants are hereinafter referred to collectively as the “Sponsor Loan Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Sponsor Loan Securities or the Sponsor Loan. None of the Sponsor Loan Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of the Company’s initial Business Combination. The purchase price for proceeds from the Private Units and Private Warrants Sponsor Loan shall have been delivered to CST&T or counsel for the Company or the Representative to hold in a separate escrow account at least twenty-four (24) hours prior to the date hereof so that such funds are readily available to be delivered to deposited into the Trust Account on the Closing Date or the Option Closing Date, as the case may beAccount.

Private Placements. 1.3.1 In August 20191.4.1. On September 15, 2022, the Company issued to Greenrose Associates LLC Bukit Jalil Global Investment Ltd. (the “Sponsor”) 500,000,000 Ordinary Shares. On November 16, 2022, the Sponsor surrendered 500,000,000 Ordinary Shares and the Company issued to the Sponsor for aggregate consideration of $25,000, an aggregate of 4,312,500 1,437,500 Ordinary Shares (the “Insider Founder Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Founder Shares. The Insider Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement Registration Statement and the Insider Letters (as defined in Section 2.24.3 below2.24.1). The Sponsor holders of the Founder Shares (i) shall have no right to any liquidation distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, reorganization or other similar business combination, or entering into contractual arrangements combination with one or more businesses or entities (“Business Combination”) within the required time period. The Sponsor period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses, (ii) shall not have conversion be entitled to exercise any redemption rights with respect to the Insider such Founder Shares nor and (iii) shall the Sponsor not be entitled to sell any such Insider Shares shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum 187,500 of 562,500 Insider Shares, as is the Founder Shares shall be forfeited in an amount necessary to maintain the Sponsor’s holders of Founder Shares’ 20% beneficial ownership interest in the Company’s Common Stock issued and outstanding shares of the Company after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but (excluding the issuance of the Private Units and the purchase of any shares purchased in the Offering. 1.3.2 Simultaneously with , any Private Shares purchased in the Closing Date, Private Placement by the Sponsor and or the Representative Company’s officers, directors or their affiliates (and/or their designees) will purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 below), (i) an aggregate of 200,000 Units and 100,000 Units, respectively (the “Private UnitsInsiders”) at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 Warrants and 500,00 Warrants, respectively (the “Private Warrants”) at a purchase price of $1.00 per Private Warrant, in each case in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Units and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 belowany Representative’s Shares). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have also agreed that, in the event the Representative has exercised the Over-allotment Option, they will purchase up to 20,000 and 10,000 additional Private Units, respectively, and up to 100,000 and 50,000 additional Private Warrants, respectively, and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units and Private Warrants into the Trust Fund such that the amount of funds in the Trust Fund shall be $10.00 per Public Share sold in the Offering. The purchase price for the Private Units and Private Warrants shall have been delivered to CST&T or counsel for the Company or the Representative to hold in a separate escrow account at least twenty-four (24) hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Private Placements. 1.3.1 In August 20191.4.1. On January 1, 2020, the Company issued to Greenrose Associates LLC LifeSci Holdings LLC, a Delaware limited liability company (the “Sponsor”) ), an aggregate of 4,312,500 2,156,250 Shares (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). On September 30, 2020, the Sponsor transferred 215,625 Insider Shares to Chardan Healthcare Investments LLC, (collectively with the Sponsor, the “Initial Stockholders”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below). The Sponsor Initial Stockholders shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination, or entering into contractual arrangements with one or more businesses or entities (“Business Combination”) within the required time period. The Sponsor Initial Stockholders shall not have conversion rights with respect to the Insider Shares nor shall the Sponsor Initial Stockholders be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If the Over-Allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum of 562,500 281,250 Insider Shares, as is necessary to maintain the Sponsor’s Initial Stockholders’ 20% beneficial ownership in the Company’s Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but excluding the issuance of the Private Units and the purchase of any shares in the Offering. 1.3.2 1.4.2. Simultaneously with the Closing Date, the Sponsor and the Representative (and/or their its designees) will purchase from the Company pursuant to the Subscription Agreements Agreement (as defined in Section 2.24.2 below), (i) an aggregate of 200,000 Units and 100,000 Units, respectively 3,033,333 warrants (the “Private UnitsWarrants”) ), at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 Warrants and 500,00 Warrants, respectively (the “Private Warrants”) at a purchase price of $1.00 0.90 per Private Warrant, in each case in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Units and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have has also agreed that, in the event the Representative has Representatives have exercised the Over-allotment Option, they the Sponsor will purchase up to 20,000 and 10,000 250,000 additional Private Units, respectively, and up to 100,000 and 50,000 additional Private Warrants, respectively, Warrants and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units and Private Warrants into the Trust Fund such that the amount of funds in the Trust Fund shall be $10.00 10.10 per Public Share sold in the Offering. The purchase price for the Private Units and Private Warrants shall have been delivered to CST&T or counsel for the Company or the Representative Representatives to hold in a separate escrow account at least twenty-four (24) 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Private Placements. 1.3.1 1.4.1. In August 2019July and October 2017, the Company issued to Greenrose Associates LLC Shareholder Value Fund, a Cayman Islands exempted company (the “Sponsor”) ), an aggregate of 4,312,500 5,175,000 Ordinary Shares (the “Insider Shares”) in a private placement placements intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). The Sponsor transferred a portion of the shares to the Company’s other officers and directors (collectively, the “Insiders”). No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below)Registration Statement. The Sponsor Insiders shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination, or entering into contractual arrangements with one or more businesses or entities (“Business Combination”) within the required time period. The Sponsor Insiders shall not have conversion rights with respect to the Insider Shares nor shall the Sponsor they be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, up to 675,000 of the Sponsor Insider Shares shall forfeit such be subject to compulsory repurchase by the Company. The Insiders will be required to have only a number of Insider Shares, up to a maximum of 562,500 Insider Shares, as is Ordinary Shares repurchased necessary to maintain the Sponsor’s Insiders’ 20% beneficial ownership interest in the Company’s Common Stock Ordinary Shares after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the issuance purchase by the Insiders of the Private Units (defined below) and the purchase of any shares purchased in the Offering). 1.3.2 1.4.2. Simultaneously with the Closing Date, the Sponsor and the Representative (and/or their its designees) will purchase from the Company pursuant to the Subscription Agreements Agreement (as defined in Section 2.24.2 below), (i) an aggregate of 200,000 475,000 Units and 100,000 Units, respectively (the “Private Units”) at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 Warrants and 500,00 Warrants, respectively (the “Private Warrants”) at a purchase price of $1.00 per Private Warrant, in each case in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Units and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have has also agreed that, in the event the Representative has exercised the Over-allotment Option, they it (and/or its designees) will purchase up to 20,000 and 10,000 54,000 additional Private Units, respectively, and up to 100,000 and 50,000 additional Private Warrants, respectively, Units and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units and Private Warrants into the Trust Fund Account such that the amount of funds in the Trust Fund Account shall be $10.00 per Public Share sold in the Offering. The purchase price for the Private Units and Private Warrants shall have been delivered to CST&T or counsel for the Company or the Representative to hold in a separate escrow account at least twenty-four (24) hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Private Placements. 1.3.1 1.4.1 In August 2019May 2017, the Company issued to Greenrose Associates Xxxxxxxx Sponsor, LLC (the “Sponsor”) ), for an aggregate consideration of 4,312,500 Shares $25,000, 8,625,000 shares of Class B common stock (the “Insider Founder Shares”) (up to 1,125,000 of which are subject to forfeiture to the extent the Over-allotment Option is not exercised in full) in a private placement intended to be (the “Insider Private Placement”) exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale Insider Private Placement. Except as described in the Registration Statement, none of the Insider Shares. The Insider Founder Shares shall may be held in escrow and subject sold, assigned or transferred by the Sponsor until the earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to restrictions on transfer as set forth in the Escrow Agreement consummation of a Business Combination, (x) when the closing price of the Common Stock exceeds $12.00 per share (as defined adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination; or (y) the date on which the Company consummates a transaction which results in Section 2.24.3 below)all of the Company’s stockholders having the right to exchange their shares for cash, securities or other property. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination, or entering into contractual arrangements with one or more businesses or entities (“a Business Combination”) within the required time period. The Sponsor shall not have conversion redemption rights with respect to the Insider Shares nor shall Founder Shares. In the Sponsor be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If event that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in partfull, the Sponsor shall will be required to forfeit such number of Insider Shares, up to a maximum of 562,500 Insider Shares, as is necessary to maintain Founder Shares such that the Sponsor’s Founder Shares will comprise 20% beneficial ownership in of the Company’s Common Stock issued and outstanding shares of the Company after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but excluding the issuance of the Private Units and the purchase of any shares in the Offeringallotment Option. 1.3.2 1.4.2 Simultaneously with the Closing Date, the Sponsor and the Representative (and/or their designees) will purchase from the Company pursuant to the Subscription Agreements Agreement (as defined in Section 2.24.2 below2.21.2 hereof), (i) an aggregate of 200,000 8,000,000 warrants which warrants are identical to the Warrants included in the Firm Units and 100,000 Units, respectively subject to certain exceptions (the “Private Units”) at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 Warrants and 500,00 Warrants, respectively (the “Private Placement Warrants”) at a purchase price of $1.00 per Private Warrant, in each case Placement Warrant in a private placement (the “Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The terms private placement of the Placement Warrants is referred to herein as the “Warrant Private Units Placement.” The Placement Warrants and Private the shares of Common Stock issuable upon exercise of the Placement Warrants are hereinafter referred to collectively as described in the Prospectus (as defined in Section 2.1.1 below). “Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Warrants sold in the Warrant Private Placement. None of the Placement Securities may be sold, assigned or transferred by the Sponsor of the Placement Warrants or its permitted transferees until thirty (30) days after consummation of a Business Combination. The Sponsor Public Securities, the Placement Securities and the Representative have also agreed that, in Founder Shares are hereinafter referred to collectively as the event the Representative has exercised the Over-allotment Option, they will purchase up to 20,000 and 10,000 additional Private Units, respectively, and up to 100,000 and 50,000 additional Private Warrants, respectively, and the Company shall cause to be deposited an amount of additional “Securities.” The proceeds from the sale of such additional Private Units and Private the Placement Warrants shall be deposited into the Trust Fund such that the amount of funds in the Trust Fund shall be $10.00 per Public Share sold in the Offering. The purchase price for the Private Units and Private Warrants shall have been delivered to CST&T or counsel for the Company or the Representative to hold in a separate escrow account at least twenty-four (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 beAccount.

Private Placements. 1.3.1 1.4.1 In August 2019September 2017, the Company issued to Greenrose Associates Mxxxxxx Capital Acquisition Holdings LLC (the “Sponsor”) ), for an aggregate consideration of 4,312,500 Shares $25,000, 5,750,000 shares of the Company’s Class B common stock, par value $0.0001 (the “Insider Founder Shares”) (up to 750,000 of which are subject to forfeiture to the extent the Over-allotment Option is not exercised in full) in a private placement intended to be (the “Insider Private Placement”) exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale Insider Private Placement. Except as described in the Registration Statement, none of the Insider Shares. The Insider Founder Shares shall may be held in escrow and subject sold, assigned or transferred by the Sponsor until the earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to restrictions on transfer as set forth in the Escrow Agreement consummation of a Business Combination, (x) when the closing price of the Common Stock exceeds $12.00 per share (as defined adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination; or (y) the date on which the Company consummates a transaction which results in Section 2.24.3 below)all of the Company’s stockholders having the right to exchange their shares for cash, securities or other property. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination, or entering into contractual arrangements with one or more businesses or entities (“a Business Combination”) within the required time period. The Sponsor shall not have conversion redemption rights with respect to the Insider Shares nor shall Founder Shares. In the Sponsor be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If event that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in partfull, the Sponsor shall will be required to forfeit such number of Insider Shares, up to a maximum of 562,500 Insider Shares, as is necessary to maintain Founder Shares such that the Sponsor’s Founder Shares will comprise 20% beneficial ownership in of the Company’s Common Stock issued and outstanding shares of the Company after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but excluding the issuance of the Private Units and the purchase of any shares in the Offeringallotment Option. 1.3.2 1.4.2 Simultaneously with the Closing Date, the Sponsor and the Representative (and/or their designees) will purchase from the Company pursuant to the Subscription Warrants Purchase Agreements (as defined in Section 2.24.2 below2.21.2 hereof), (i) the Sponsor and Cantor will purchase from the Company an aggregate of 200,000 Units and 100,000 7,500,000 warrants (or 8,400,000 warrants if the Over-allotment Option is exercised in full) that are identical to the Warrants included in the Firm Units, respectively subject to certain exceptions (the “Private Units”) at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 Warrants and 500,00 Warrants, respectively (the “Private Placement Warrants”) ), at a purchase price of $1.00 per Private Warrant, Placement Warrant (6,500,000 Placement Warrants by the Sponsor (or 7,250,000 Placement Warrants if the Over-allotment Option is exercised in each case full) and 1,000,000 Placement Warrants by Cantor (or 1,150,000 Placement Warrants if the Over-allotment Option is exercised in full)) in a private placement (the “Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The terms private placement of the Placement Warrants is referred to herein as the “Warrant Private Units Placement.” The Placement Warrants and Private the shares of Common Stock issuable upon exercise of the Placement Warrants are hereinafter referred to collectively as described in the Prospectus (as defined in Section 2.1.1 below). “Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Warrants sold in the Warrant Private Placement. The Placement Warrants are identical to the Warrants except that (i) the Placement Warrants will be non-redeemable by the Company, (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees and (ii) none of the Placement Securities may be sold, assigned or transferred by the Sponsor or Cantor or their permitted transferees until thirty (30) days after consummation of the Company’s initial Business Combination. In addition, the Placement Warrants may not be exercised after five years from the effective date of the Registration Statement if held by Cantor or its designees or affiliates. The Public Securities, the Placement Securities and the Representative have also agreed that, in Founder Shares are hereinafter referred to collectively as the event the Representative has exercised the Over-allotment Option, they will purchase up to 20,000 and 10,000 additional Private Units, respectively, and up to 100,000 and 50,000 additional Private Warrants, respectively, and the Company shall cause to be deposited an amount of additional “Securities.” The proceeds from the sale of such additional Private Units and Private the Placement Warrants shall be deposited into the Trust Fund such that the amount of funds in the Trust Fund shall be $10.00 per Public Share sold in the Offering. The purchase price for the Private Units and Private Warrants shall have been delivered to CST&T or counsel for the Company or the Representative to hold in a separate escrow account at least twenty-four (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 beAccount.

Private Placements. 1.3.1 In August 2019April 2021, the Company issued to Greenrose Associates Accretion Acquisition Sponsor LLC (the “Sponsor”) an ), for aggregate consideration of $25,000, 4,312,500 Shares shares of common stock (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below)Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, reorganization or other similar business combination, or entering into contractual arrangements arrangements, with one or more businesses or entities (“Business Combination”) within the required time periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the Sponsor it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum 562,500 of 562,500 the Insider Shares, as is Shares shall be forfeited in an amount necessary to maintain the Sponsor’s 20% beneficial ownership interest in the Company’s Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding any shares purchased in the issuance of Offering by the Private Units Sponsor or the Company’s officers, directors or their affiliates (“Insiders”) and the purchase of any shares in the OfferingEBC Founder Shares (defined below)). 1.3.2 Simultaneously with the Closing Date, the Sponsor and the Representative (and/or their designees) will purchase from the Company pursuant to the Subscription Agreements Agreement (as defined in Section 2.24.2 below), (i) an aggregate of 200,000 Units and 100,000 Units, respectively (the “Private Units”) at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 Warrants and 500,00 Warrants, respectively 6,400,000 warrants (the “Private Warrants”) ), at a purchase price of $1.00 per Private Warrant, in each case Warrant in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Units and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have has also agreed that, in the event the Representative has exercised the Over-allotment OptionOption is exercised, they it will purchase up to 20,000 and 10,000 675,000 additional Private Units, respectively, and up to 100,000 and 50,000 additional Private Warrants, respectively, Warrants and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units and Private Warrants into the Trust Fund Account such that the amount of funds in the Trust Fund Account shall be $10.00 10.10 per Public Share sold in the Offering. 1.3.3 In April 2021, the Company issued to EarlyBirdCapital, Inc., for $100.00, 100,000 shares of Common Stock (the “EBC Founder Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the EBC Founder Shares. The purchase price holders of the EBC Founder Shares have agreed not to transfer, assign or sell any EBC Founder Shares without the Company’s prior consent until the completion of a Business Combination. The EBC Founder Shares are identical to the shares of Common Stock included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion or redemption rights with respect to such EBC Founder Shares and shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination or amendment to the Charter Documents (as defined below) relating to pre-Business Combination activity and (ii) will have no right to any liquidation distributions with respect to any portion of the EBC Founder Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the EBC Founder Shares will not sell, transfer, assign, pledge or hypothecate any of the EBC Founder Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representatives or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representatives or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the EBC Founder Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Private Units EBC Founder Shares shall contain legends to reflect the above FINRA and Private Warrants contractual transfer restrictions. The holders of the EBC Founder Shares shall have been delivered to CST&T or counsel registration rights as provided for in the Company or the Representative to hold Registration Rights Agreement (as defined in a separate escrow account at least twenty-four (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 beSection 2.24.5).

Private Placements. 1.3.1 1.4.1 In August 20192018, the Company issued to Greenrose Associates Pivotal Acquisition Holdings LLC (the “Sponsor”) ), for an aggregate consideration of 4,312,500 Shares $25,000, 5,750,000 shares of the Company’s Class B common stock, par value $0.0001 (the “Founder Shares”) (up to 750,000 of which are subject to forfeiture to the extent the Over-allotment Option is not exercised in full), in a private placement (the “Insider SharesPrivate Placement”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the sale The Sponsor transferred 50,000 Founder Shares to each of the Insider Shares. The Insider Shares shall be held Company’s independent directors in escrow December 2018 and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below). The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination, or entering into contractual arrangements with one or more businesses or entities (“Business Combination”) within the required time period. The Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the Sponsor be entitled to sell such Insider transferred 100,000 Founder Shares to the Company in any tender offer in connection with a proposed Business Combination. If the Over-Allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum of 562,500 Insider Shares, as is necessary to maintain the Sponsor’s 20% beneficial ownership in the Company’s Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but excluding the issuance of the Private Units and the purchase of any shares chief financial officer in the Offering. 1.3.2 Simultaneously with the Closing Date, the Sponsor and the Representative (and/or their designees) will purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 below), (i) an aggregate of 200,000 Units and 100,000 Units, respectively (the “Private Units”) at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 Warrants and 500,00 Warrants, respectively (the “Private Warrants”) at a purchase price of $1.00 per Private WarrantDecember 2018, in each case in a private placement (at the “Private Placement”) intended to be exempt from registration under same per-share purchase price paid by the Act. The terms of the Private Units and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below)Sponsor. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Insider Private Placement. The Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, (x) when the closing price of the Common Stock exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the Representative like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination; or (y) the date on which the Company consummates a transaction which results in all of the Company’s stockholders having the right to exchange their shares for cash, securities or other property. The holders of Founder Shares shall have also agreed that, no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Representative has Company fails to consummate a Business Combination. The holders of Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 750,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option. 1.4.2 Simultaneously with the Closing Date, they pursuant to the Warrants Purchase Agreement (as defined in Section 2.21.2 hereof), the Sponsor will purchase up from the Company an aggregate of 5,750,000 warrants (or 6,350,000 warrants if the Over-allotment Option is exercised in full) that are identical to 20,000 and 10,000 additional Private the Warrants included in the Firm Units, respectivelysubject to certain exceptions (the “Placement Warrants”), and up at a purchase price of $1.00 per Placement Warrant in a private placement intended to 100,000 and 50,000 additional be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants is referred to herein as the “Warrant Private Warrants, respectively, Placement.” The Placement Warrants and the Company shall cause shares of Common Stock issuable upon exercise of the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be deposited an amount payable in connection with the Placement Warrants sold in the Warrant Private Placement. The Placement Warrants are identical to the Warrants except that (i) the Placement Warrants will be non-redeemable by the Company, (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the Sponsor or its permitted transferees and (iii) none of additional the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of the Company’s initial Business Combination. The proceeds from the sale of such additional Private Units and Private the Placement Warrants shall be deposited into the Trust Fund such that Account in accordance with the amount terms of funds in the Trust Fund shall be $10.00 per Public Share sold in the Offering. The purchase price for the Private Units and Private Warrants shall have been delivered to CST&T or counsel for the Company or the Representative to hold in a separate escrow account at least twenty-four (24) hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account Agreement on the Closing Date and Option Closing Date (if any) as provided for in the Warrants Purchase Agreement. 1.4.3 Pursuant to the Forward Purchase Contract (as defined below), Pivotal Spac Funding LLC (“PSF”), a member of the Sponsor, has agreed to purchase from the Company up to $150,000,000 of securities of the Company (the “Forward Purchase Securities”, which term shall include all equity, debt and other securities included therein, and any shares of Common Stock issuable upon conversion or exercise thereof), in a private placement transaction intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act, to close simultaneously with the closing of the initial Business Combination.” The type and amount of Forward Purchase Securities to be purchased will be determined by the Company and PSF at the time of the entry by the Company into a definitive business combination agreement with respect to the initial Business Combination. The private placement of the Forward Purchase Securities is referred to herein as the “Forward Private Placement.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Forward Purchase Securities or the Option Closing DateForward Private Placement. The Public Securities, the Placement Securities, the Founder Shares and the Forward Purchase Securities are hereinafter referred to collectively as the case may be“Securities.”

Private Placements. 1.3.1 1.3.1. In August 2019March 2020, the Company issued to Greenrose Associates LLC (the “Sponsor”) an aggregate of 4,312,500 Shares 2,875,000 shares of Common Stock (the “Insider Shares”) ), for the aggregate consideration of $25,000, in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and be subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below)Registration Statement. The Sponsor holders of the Insider Shares shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination, or entering into contractual arrangements with one or more businesses or entities (“Business Combination”) within the required time period. The Sponsor holders of the Insider Shares shall not have conversion rights with respect to the Insider Shares nor shall the Sponsor holders be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If the Over-Allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum an aggregate of 562,500 375,000 Insider SharesShares shall be required to be forfeited by the holders thereof, as is necessary to maintain the Sponsor’s 20% beneficial ownership in percentage of the Company’s Common Stock held by the holders of Insider Shares at 20% after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but excluding the issuance of the Private Units Representative Shares (defined below) and the purchase of any shares Firm Units in the Offering. EarlyBirdCapital, Inc._________, 2020Page 4 of 45 1.3.2. In March 2020, the Company issued to the Representative and its designees an aggregate of 150,000 shares of Common Stock (the “Representative’s Shares”) at a price of $0.0001 per share in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. The Representative’s Shares are identical to the shares of Common Stock included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion rights with respect to such Representative’s Shares and shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination or certain amendments to the Charter Documents (as defined below) as described in the Prospectus (as defined in Section 2.1.1 below) and (ii) will have no right to any liquidation distributions with respect to any portion of the Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the Representative’s Shares have agreed not to transfer, assign or sell any Representative’s Shares without the Company’s prior consent until the consummation of an initial Business Combination. Additionally, the holders of the Representative’s Shares will not sell during the Offering, or sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Moreover, pursuant to FINRA Conduct Rule 5110(g), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The holders of the Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5 below). 1.3.2 1.3.3. Simultaneously with the Closing Date, certain stockholders of the Sponsor Company (the “Company Purchasers”) and the Representative (and/or their its designees) will purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 below), 2,750,000 warrants and 500,000 warrants of the Company, respectively, or 3,003,846 warrants and 546,154 warrants, respectively, if the Over-Allotment Option is exercised in full (i) an aggregate of 200,000 Units and 100,000 Unitscollectively, respectively (the “Private Units”) at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 Warrants and 500,00 Warrants, respectively (the “Private Warrants”) ), at a purchase price of $1.00 per Private Warrant, in each case Warrant in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Units and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below)Prospectus. No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have also agreed that, in the event the Representative has exercised the Over-allotment Option, they will purchase up to 20,000 and 10,000 additional Private Units, respectively, and up to 100,000 and 50,000 additional Private Warrants, respectively, and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units and Private Warrants into the Trust Fund such that the amount of funds in the Trust Fund shall be $10.00 per Public Share sold in the Offering. The purchase price for the Private Units and Private Warrants shall Warrants, including those to be purchased if the full Over-Allotment Option is exercised, to be purchased by the Company Purchasers have been delivered to CST&T or counsel for the Company or the Representative to hold in a separate escrow account at least twenty-four (24) 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.. The Representative will not sell during the Offering, or sell, transfer, assign, pledge or hypothecate any of its Private Warrants for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(g), the Private Warrants owned by the Representative will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Private Warrants owned by the Representative contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Private Warrants shall have registration rights as provided for in the Registration Rights Agreement. EarlyBirdCapital, Inc._________, 2020Page 5 of 45

Private Placements. 1.3.1 1.3.1. In August 2019February 2021, the Company issued to Greenrose Associates Gesher I Sponsor LLC (the “Sponsor”) an ), for aggregate consideration of 4,312,500 $25,000, 2,875,000 Ordinary Shares (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below)Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, reorganization or other similar business combination, or entering into contractual arrangements arrangements, with one or more businesses or entities (“Business Combination”) within the required time periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the Sponsor it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum 375,000 of 562,500 the Insider Shares, as is Shares shall be forfeited in an amount necessary to maintain the Sponsor’s 20% beneficial ownership interest in the Company’s Common Stock Ordinary Shares after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the issuance Representative’s Shares (defined below), and any shares purchased in the Offering by the Company’s officers, directors or their affiliates (“Insiders”)). 1.3.2. In March 2021, the Company issued to the Representative and its designees, for an aggregate of $20.00, 200,000 Ordinary Shares (the “Representative’s Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Private Act. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Representative’s Shares. The holders of the Representative’s Shares have agreed not to transfer, assign or sell any Representative’s Shares without the Company’s prior consent until the completion of the Business Combination. The Representative’s Shares are identical to the Ordinary Shares included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion or redemption rights with respect to such Representative’s Shares and shall not be entitled to sell any such shares to the purchase Company in any tender offer in connection with a proposed Business Combination or amendment to the Charter Document (as defined below) relating to pre-Business Combination activity and (ii) will have no right to any liquidation distributions with respect to any portion of the Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e) (1) following the commencement of sales of the Offering to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) an officer, partner, associated person or affiliate of the Representative or of any shares such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e)(1), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the commencement of sales of the Offering. The certificates for the Representative’s Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). 1.3.2 1.3.3. Simultaneously with the Closing Date, the Sponsor and Sponsor, the Representative (and/or their designees) respective designees will purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 below), (i) an aggregate of 200,000 Units and 100,000 Units, respectively (the “Private Units”) at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 Warrants and 500,00 Warrants, respectively 4,550,000 warrants (the “Private Warrants”) ), with the Sponsor purchasing 4,050,000 Private Warrants and the Representative purchasing 500,000 Private Warrants, at a purchase price of $1.00 per Private Warrant, in each case Warrant in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Units and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have also agreed that, in the event the Representative has exercised the Over-allotment OptionOption is exercised, they or their respective designees will purchase up to 20,000 and 10,000 additional Private Units, respectively, and up to 100,000 and 50,000 450,000 additional Private Warrants, respectivelywith the Sponsor purchasing up to 400,549 Private Warrants and the Representative purchasing up to 49,451 Private Warrants, and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units and Private Warrants into the Trust Fund Account such that the amount of funds in the Trust Fund Account shall be $10.00 10.10 per Public Share sold in the Offering. The purchase price for the Private Units and Private Warrants shall have been delivered to CST&T or counsel for the Company or the Representative to hold in a separate escrow account at least twenty-four (24) hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Private Placements. 1.3.1 In August 20191.3.1. On March 22, 2021, the Company issued to Greenrose Associates LLC Oxus Capital PTE. LTD (the “Sponsor”) ), and certain other officers, directors or their affiliates or designees (collectively, the “Insiders”), for aggregate consideration of $25,000, an aggregate of 4,312,500 Shares 8,625,000 Class B ordinary shares (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In June 2021 and July 2021, the Sponsor contributed an aggregate of 4,312,500 Insider Shares to the Company for cancellation, resulting in there being an aggregate of 4,312,500 Insider Shares outstanding. No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below)Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, reorganization or other similar business combination, or entering into contractual arrangements arrangements, with one or more businesses or entities (“Business Combination”) within the required time periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the Sponsor it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum 562,500 of 562,500 the Insider Shares, as is Shares shall be forfeited in an amount necessary to maintain the Sponsor’s Insiders’ 20% beneficial ownership interest in the Company’s Common Stock Ordinary Shares after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the issuance Representative’s Founder Shares (defined below) and any shares purchased in the Offering by the Insiders. 1.3.2. In March 2021, the Company issued to the Representative and its designees, for an aggregate of approximately $40.00, 400,000 Ordinary Shares (the “Representative’s Founder Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Private Act. In June 2021, the Representative and its designees returned to the Company an aggregate of 100,000 Representative’s Founder Shares for no consideration, resulting in there being an aggregate of 300,000 Representative’s Founder Shares outstanding. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Representative’s Founder Shares. The holders of the Representative’s Founder Shares have agreed not to transfer, assign or sell any Representative’s Founder Shares without the Company’s prior consent until the completion of an initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”). The Representative’s Founder Shares are identical to the Ordinary Shares included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion or redemption rights with respect to such Representative’s Founder Shares and shall not be entitled to sell any such shares to the purchase Company in any tender offer in connection with a proposed Business Combination or amendment to the Charter Documents (as defined below) relating to pre-Business Combination activity and (ii) will have no right to any liquidation distributions with respect to any portion of the Representative’s Founder Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the Representative’s Founder Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Founder Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any shares such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Representative’s Founder Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the Offeringeconomic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Founder Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s Founder Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). 1.3.2 1.3.3. Simultaneously with the Closing Date, the Sponsor and Sponsor, the Representative (and/or their designees) its designees will purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 below), (i) an aggregate of 200,000 Units and 100,000 Units, respectively (the “Private Units”) at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 Warrants and 500,00 Warrants, respectively 8,400,000 warrants (the “Private Warrants” or “Private Securities”) ), with the Sponsor purchasing 7,650,000 Private Warrants and the Representative and/or its designees purchasing 750,000 Private Warrants, at a purchase price of $1.00 per Private Warrant, in each case Warrant in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Units and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have has also agreed that, in the event the Representative has exercised the Over-allotment OptionOption is exercised, they it and/or its designees will purchase up to 20,000 and 10,000 additional Private Units, respectively, and up to 100,000 and 50,000 900,000 additional Private Warrants, respectivelywith the Sponsor purchasing 819,642 Private Warrants and the Representative and its designees purchasing 80,358 Private Warrants, and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units and Private Warrants into the Trust Fund Account such that the amount of funds in the Trust Fund Account shall be $10.00 10.20 per Public Share sold in the Offering. The purchase price for the Private Units and Private Warrants shall have been delivered to CST&T or counsel for the Company or the Representative to hold in a separate escrow account at least twenty-four (24) hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Private Placements. 1.3.1 1.3.1. In August 2019February 2024, the Company issued to Greenrose Associates LLC Alfa 24 Limited (the “Sponsor”) for aggregate consideration of $25,000, an aggregate of 4,312,500 2,875,000 Ordinary Shares (the “Insider Founder Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Founder Shares. The Insider Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below)Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, reorganization or other similar business combination, or entering into contractual arrangements combination with one or more businesses or entities (“Business Combination”) within the required time periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have conversion redemption rights with respect to the Insider Founder Shares nor shall the Sponsor it be entitled to sell such Insider Founder Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum 375,000 of 562,500 Insider Shares, as is the Founder Shares shall be forfeited in an amount necessary to maintain the Sponsor’s 20% beneficial ownership interest in the Company’s Common Stock Ordinary Shares of the Sponsor, officers, directors and advisors of the Company (collectively, the “Insiders”) after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the issuance EBC Founder Shares (defined below), the Private Shares (defined below) and any shares purchased in the Offering by the Insiders). 1.3.2. In February 2024, the Company issued to the Representative and its designees, for an aggregate purchase price of $1,739, an aggregate of 200,000 Ordinary Shares (the “EBC Founder Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Private Act. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the EBC Founder Shares. The holders of the EBC Founder Shares have agreed not to transfer, assign or sell any EBC Founder Shares without the Company’s prior consent until the completion of an initial Business Combination. The EBC Founder Shares are identical to the Ordinary Shares included in the Firm Units except the holders (i) shall not be entitled to exercise any redemption rights with respect to such EBC Founder Shares and shall not be entitled to sell any such shares to the purchase Company in any tender offer in connection with a proposed Business Combination or amendment to the Charter Documents (as defined below) relating to pre-Business Combination activity and (ii) will have no right to any liquidation distributions with respect to any portion of the EBC Founder Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the EBC Founder Shares will not sell, transfer, assign, pledge or hypothecate any of the EBC Founder Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any shares such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the EBC Founder Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the Offeringeconomic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the EBC Founder Shares (or uncertificated book-entry forms if no certificates are prepared) shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the EBC Founder Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). 1.3.2 1.3.3. Simultaneously with the Closing Date, the Sponsor and Sponsor, the Representative (and/or their designees) designees will purchase from the Company pursuant to the Subscription Purchase Agreements (as defined in Section 2.24.2 below), (i) an aggregate of 200,000 Units and 100,000 Units, respectively 400,000 units (the “Private Units” or “Private Securities”), each Private Unit consisting of one Ordinary Share (the “Private Shares”) and one Right (the “Private Rights”), with the Sponsor purchasing 355,000 Private Units and the Representative and/or its designees purchasing 45,000 Private Units, at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 Warrants and 500,00 Warrants, respectively (the “Private Warrants”) at a purchase price of $1.00 per Private Warrant, in each case in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Units and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have also agreed that, in the event the Representative has exercised the Over-allotment OptionOption is exercised, they and/or their designees will purchase up to 20,000 and 10,000 37,500 additional Private Units, respectively, with the Sponsor purchasing 33,281 Private Units and up to 100,000 and 50,000 additional the Representative purchasing 4,219 Private Warrants, respectivelyUnits, and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units and Private Warrants into the Trust Fund Account such that the amount of funds in the Trust Fund Account shall be $10.00 10.05 per Public Share sold in the Offering. The purchase price for the Private Units and Private Warrants shall have been delivered to CST&T or counsel for the Company or the Representative to hold in a separate escrow account at least twenty-four (24) hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Private Placements. 1.3.1 1.4.1. In August 2019February 2020, the Company issued to Greenrose Associates LLC Property Solutions Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”) an aggregate of 4,312,500 5,750,000 Shares (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below). The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination, or entering into contractual arrangements with one or more businesses or entities (“Business Combination”) within the required time period. The Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the Sponsor be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If the Over-Allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum of 562,500 750,000 Insider Shares, as is necessary to maintain the Sponsor’s 20% beneficial ownership in the Company’s Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but excluding the issuance of the Representative’s Shares and the Private Units and the purchase of any shares in the Offering. 1.3.2 1.4.2. Simultaneously with the Closing Date, the Sponsor and the Representative (and/or their designees) will purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 below), (i) an aggregate of 200,000 435,000 Units and 100,000 Units, respectively (the “Private Units”) ), at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 Warrants and 500,00 WarrantsUnit, respectively (the “Private Warrants”) at a purchase price of $1.00 per Private Warrant, in each case in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Units and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have also agreed that, in the event the Representative has exercised the Over-allotment Option, they will purchase up to 20,000 48,785 and 10,000 11,215 additional Private Units, respectively, and up to 100,000 and 50,000 additional Private Warrants, respectively, and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units and Private Warrants into the Trust Fund such that the amount of funds in the Trust Fund shall be $10.00 per Public Share sold in the Offering. The purchase price for the Private Units and Private Warrants shall have been delivered to CST&T or counsel for the Company or the Representative to hold in a separate escrow account at least twenty-four (24) 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. 1.4.3. In February 2020, the Company issued to designees of the Representative an aggregate of 200,000 Shares (the “Representative’s Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. The Representative’s Shares are identical to the Shares included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion or redemption rights with respect to such Representative’s Shares and shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination and (ii) will have no right to any liquidation distributions with respect to any portion of the Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. Additionally, the registered holders of the Representative’s Shares will have registration rights with respect to the Representative’s Shares as set forth in the Registration Rights Agreement (as defined in Section 2.24.5 below). The registered holders of the Representative’s Shares will not sell during the Offering, or sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(1) following the effective date of the Registration Statement except as permitted by FINRA Rule 5110(g)(2). Additionally, pursuant to FINRA Conduct Rule 5110(g), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Shares contain legends to reflect the above FINRA and contractual transfer restrictions.

Private Placements. 1.3.1 In August 2019, the The Company issued to Greenrose Associates LLC certain persons referenced in the Registration Statement (collectively, the “SponsorInsider Shareholders”) ), for an aggregate consideration of 4,312,500 $25,000, 1,533,333 Ordinary Shares (the “Insider Shares”) (up to 200,000 of which are subject to redemption, on a pro rata basis, to the extent the Over-allotment Option is not exercised in full) in a private placement intended to be (the “Insider Private Placement”) exempt from registration under Section 4(a)(24(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale Insider Private Placement. Other than in a Permitted Transfer (as defined herein), none of the Insider Shares may be sold, assigned or transferred by the Insider Shareholders until the earlier of: (i) with respect to 20% of such Insider Shares, upon consummation of the Business Combination; (ii) with respect to 20% of such Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iii) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iv) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (v) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination and (vi) with respect to 100% of the Insider Shares, immediately if following the Business Combination the Company engages in a transaction (1) resulting in all of the Company’s shareholders having the right to exchange their shares for cash or other securities or (2) involving a merger or other change in the majority of the Company’s board of directors or management team in which the Company is the surviving entity. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below). The Sponsor Shareholders shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination, or entering into contractual arrangements with one or more businesses or entities (“a Business Combination”) within the required time period. The Sponsor Insider Shareholders shall not have conversion redemption rights with respect to the Insider Shares nor shall the Sponsor be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If the Over-Allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum of 562,500 Insider Shares, as is necessary to maintain the Sponsor’s 20% beneficial ownership in the Company’s Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but excluding the issuance of the Private Units and the purchase of any shares in the Offering. 1.3.2 Simultaneously with On or prior to the Closing Effective Date, Xxxxx Xxxxxxxxx, Xxxxxxx Xxxxx, Xxxxx Xxxx, Xxxxxxx Xxxxxxxxx Xxxxxx and Xxxx Xxxxxxx (collectively, the Sponsor and the Representative (and/or their designees“Placement Investors”) will purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 below2.23.2 hereof), (i) an aggregate of 200,000 Units and 100,000 Units, respectively 3,000,000 warrants (the “Private Units”) at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 Warrants and 500,00 Warrants, respectively (the “Private Placement Investor Warrants”) at a purchase price of $1.00 0.75 per Private Warrant, in each case Placement Investor Warrant in a private placement (the “Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(2) of the Act. The terms private placement of the Private Units Placement Investor Warrants and Private the private placement of the Underwriter Warrants are referred to herein as described the “Warrant Private Placement.” The Placement Investor Warrants and the Underwriter Warrants are collectively referred to herein as the “Placement Warrants” and the Placement Warrants and the Ordinary Shares issuable upon exercise of the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Investor Warrants sold in the Prospectus Warrant Private Placement. None of the Placement Securities may be sold, assigned or transferred by the Placement Investors until thirty (as defined 30) days after consummation of a Business Combination. 1.3.3 On or prior to the Effective Date, the Representative and/or its designees (collectively, the “Underwriter Warrant Investors”) will purchase from the Company pursuant to the Subscription Agreements, an aggregate of 266,667 warrants (the “Underwriter Warrants”) at a purchase price of $0.75 per Underwriter Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 2.1.1 below)4(2) of the Act. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Underwriter Warrants sold in the Warrant Private Placement. None of the Placement Securities may be sold, assigned or transferred by the Underwriter Warrant Investors until thirty (30) days after consummation of a Business Combination. The Sponsor Representative understands and agrees that there are significant restrictions pursuant to Rule 5110 of the Financial Industry Regulatory Authority (“FINRA”) against transferring the Underwriter Warrants (and the Representative have also agreed that, underlying Ordinary Shares) during the first 180 days after the Effective Date as set forth in the event purchase agreement for the Underwriter Warrants and by its acceptance of the Underwriter Warrants (and the underlying Ordinary Shares), the Representative has exercised agrees that it will not sell, transfer, assign, pledge or hypothecate the Over-allotment Option, they will purchase up to 20,000 and 10,000 additional Private Units, respectively, and up to 100,000 and 50,000 additional Private Warrants, respectively, Underwriter Warrants (and the Company shall cause to underlying Ordinary Shares), or any portion thereof, or be deposited an amount the subject of additional proceeds from any hedging, short sale, derivative, put or call transaction that would result in the sale effective economic disposition of such additional Private Units and Private Warrants into securities for a period of 180 days following the Trust Fund such that the amount of funds Effective Date to anyone other than (i) an Underwriter or a selected dealer in the Trust Fund shall be $10.00 per Public Share sold in connection with the Offering. The purchase price for the Private Units and Private Warrants shall have been delivered to CST&T , or counsel for the Company (ii) a bona fide officer or partner of the Representative to hold in a separate escrow account at least twenty-four (24) hours prior or of any such Underwriter or selected dealer; and only if any such transferee agrees 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 belock-up restrictions set forth in this Section 1.3.3 in writing.

Private Placements. 1.3.1 1.4.1 In August 2019connection with the Company’s organization, the Company issued to Greenrose Associates LLC Xxxxx Xxx Holding Limited (the “Sponsor”) ), for an aggregate consideration of 4,312,500 Shares $25,000, 1,504,688 shares of Common Stock (the “Insider Founder Shares”) (up to 192,188 of which are subject to forfeiture to the extent the Over-allotment Option is not exercised in full) in a private placement intended to be (the “Insider Private Placement”) exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the sale The Sponsor subsequently transferred certain of the Insider Shares. The Insider Founder Shares shall be held in escrow and subject pursuant to restrictions on a share transfer as set forth in the Escrow Agreement agreement (as defined in Section 2.24.3 below). The Sponsor shall have no right “Share Transfer Agreement”) to any liquidation distributions with respect to any portion certain of the other Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination, or entering into contractual arrangements with one or more businesses or entities (“Business Combination”) within the required time period. The Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the Sponsor be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If the Over-Allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum of 562,500 Insider Shares, as is necessary to maintain the Sponsor’s 20% beneficial ownership in the Company’s Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but excluding the issuance of the Private Units and the purchase of any shares in the Offering. 1.3.2 Simultaneously with the Closing Date, the Sponsor and the Representative (and/or their designees) will purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 below), (i) an aggregate of 200,000 Units and 100,000 Units, respectively (the “Private Units”) at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 Warrants and 500,00 Warrants, respectively (the “Private Warrants”) at a purchase price of $1.00 per Private Warrant, in each case in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Units and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below)Stockholders. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Insider Private Placement. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Insider Stockholders until the earlier of: (i) one year following the consummation of the Business Combination; or (ii) when the closing price of the shares of Common Stock exceeds $12.00 per share for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination; or earlier, in each case, if, subsequent to the Business Combination, the Company (1) consummates a transaction which results in all of the Company’s stockholders having the right to exchange their shares for cash, securities or other property or (2) consummates a consolidation, merger or other transaction in which the Company is the surviving entity but which results in a change in the majority of the Company’s board of directors or management team. The Insider Stockholders shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The Insider Stockholders shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Insider Stockholders will be required to forfeit such number of Founder Shares such that the Founder Shares will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option and including the purchase of the Placement Units (as defined below) by the Sponsor. 1.4.2 Simultaneously with the Closing Date, the Sponsor will consummate the purchase from the Company pursuant to the Subscription Agreement (as defined in Section 2.21.2 hereof), of 250,000 units which units are identical to the Firm Units except as described below (the “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 Units is referred to herein as the “Unit Private Placement.” The Warrants included in the Placement Units are referred to herein as the “Placement Warrants.” The Placement Units, the shares of Common Stock and Placement Warrants included in the Placement Units, and the shares of Common Stock issuable upon exercise of the Placement Warrants, are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Units sold in the Unit Private Placement. The Sponsor and the Representative have has also agreed that, in the event the Representative has exercised that the Over-allotment OptionOption is exercised by the Underwriter, they the Sponsor will purchase up to 20,000 18,750 additional Placement Units in order that at least $10.00 per share sold to the public in the Offering is held in trust regardless of whether the Over-allotment Option is exercised in full or in part. The Placement Units are identical to the Firm Units except that the Placement Warrants will be non-redeemable by the Company and 10,000 additional Private Unitsmay be exercised on a cashless basis so long as they are held by the Sponsor or its permitted transferees. None of the Placement Securities may be sold, respectivelyassigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of a Business Combination. The Public Securities, and up to 100,000 and 50,000 additional Private Warrantsthe Placement Securities, respectively, the Underwriter’s Securities and the Company shall cause Founder Shares are hereinafter referred to be deposited an amount of additional collectively as the “Securities.” The proceeds from the sale of such additional Private the Placement Units and Private Warrants shall be deposited into the Trust Fund such that the amount of funds in the Trust Fund shall be $10.00 per Public Share sold in the Offering. The purchase price for the Private Units and Private Warrants shall have been delivered to CST&T or counsel for the Company or the Representative to hold in a separate escrow account at least twenty-four (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 beAccount.

Private Placements. 1.3.1 1.3.1. In August 2019March 2021, the Company issued to Greenrose Associates LLC Finnovate Sponsor L.P. (the “Sponsor”) ), and certain other officers, directors or their affiliates or designees (collectively, the “Insiders”), for aggregate consideration of $25,000, an aggregate of 4,312,500 Shares Class B ordinary shares (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below)Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, reorganization or other similar business combination, or entering into contractual arrangements arrangements, with one or more businesses or entities (“Business Combination”) within the required time periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the Sponsor it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum 562,500 of 562,500 the Insider Shares, as is Shares shall be forfeited in an amount necessary to maintain the Sponsor’s Insiders’ 20% beneficial ownership interest in the Company’s Common Stock Ordinary Shares after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the issuance Representative’s Founder Shares (defined below) and any shares purchased in the Offering by the Insiders). 1.3.2. In March 2021, the Company issued to the Representative and its designees, for an aggregate of approximately $15.00, 150,000 Ordinary Shares (the “Representative’s Founder Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Private Act. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Representative’s Founder Shares. The holders of the Representative’s Founder Shares have agreed not to transfer, assign or sell any Representative’s Founder Shares (except to permitted transferees) without the Company’s prior consent until the completion of a Business Combination. The Representative’s Founder Shares are identical to the Ordinary Shares included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion or redemption rights with respect to such Representative’s Founder Shares and shall not be entitled to sell any such shares to the purchase Company in any tender offer in connection with a proposed Business Combination or amendment to the Charter Documents (as defined below) relating to pre-Business Combination activity and (ii) will have no right to any liquidation distributions with respect to any portion of the Representative’s Founder Shares in the event the Company fails to consummate a Business Combination within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The holders of the Representative’s Founder Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Founder Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any shares Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Representative’s Founder Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the Offeringeconomic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Founder Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s Founder Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). 1.3.2 1.3.3. Simultaneously with the Closing Date, the Sponsor and the Representative (and/or their designees) will purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 below), (i) an aggregate of 200,000 Units and 100,000 Units, respectively (the “Private Units”) at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 Warrants and 500,00 Warrants, respectively 7,900,000 warrants (the “Private Warrants” or “Private Securities”) ), with the Sponsor and/or its designees purchasing 7,400,000 Private Warrants and the Representative and/or its designees purchasing 500,000 Private Warrants, at a purchase price of $1.00 per Private Warrant, in each case Warrant in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Units and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have has also agreed that, in the event the Representative has exercised the Over-allotment OptionOption is exercised, they it and/or its designees will purchase up to 20,000 and 10,000 additional Private Units, respectively, and up to 100,000 and 50,000 900,000 additional Private Warrants, respectivelywith the Sponsor and/or its designees purchasing 843,038 Private Warrants and the Representative and its designees purchasing 56,962 Private Warrants, and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units and Private Warrants into the Trust Fund Account such that the amount of funds in the Trust Fund Account shall be $10.00 10.20 per Public Share sold in the Offering. The purchase price for the Private Units and Private Warrants shall have been delivered to CST&T or counsel for the Company or the Representative to hold in a separate escrow account at least twenty-four (24) hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Private Placements. 1.3.1 1.4.1. In August 2019July 2017, the Company issued to Greenrose Associates LLC Shareholder Value Fund (the “Sponsor”) an ), for aggregate consideration of $25,000, 4,312,500 Ordinary Shares (the “Insider Shares”) in a private placement placements intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). The Sponsor subsequently transferred a portion of the shares to the Company’s other officers and directors (collectively, the “Insiders”). No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below)Registration Statement. The Sponsor Insiders shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination, or entering into contractual arrangements with one or more businesses or entities (“Business Combination”) within the required time period. The Sponsor Insiders shall not have conversion rights with respect to the Insider Shares nor shall the Sponsor they be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, up to 562,500 of the Sponsor Insider Shares shall forfeit such be subject to compulsory repurchase by the Company. The Insiders will be required to have only a number of Insider Shares, up to a maximum of 562,500 Insider Shares, as is Ordinary Shares repurchased necessary to maintain the Sponsor’s Insiders’ 20% beneficial ownership interest in the Company’s Common Stock Ordinary Shares after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the issuance purchase by the Insiders of the Private Units (defined below) and the purchase of any shares purchased in the Offering). 1.3.2 1.4.2. Simultaneously with the Closing Date, the Sponsor and the Representative (and/or their its designees) will purchase from the Company pursuant to the Subscription Agreements Agreement (as defined in Section 2.24.2 below), (i) an aggregate of 200,000 412,500 Units and 100,000 Units, respectively (the “Private Units”) at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 Warrants and 500,00 Warrants, respectively (the “Private Warrants”) at a purchase price of $1.00 per Private Warrant, in each case in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Units and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have has also agreed that, in the event the Representative has exercised the Over-allotment Option, they it (and/or its designees) will purchase up to 20,000 and 10,000 45,000 additional Private Units, respectively, and up to 100,000 and 50,000 additional Private Warrants, respectively, Units and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units and Private Warrants into the Trust Fund Account such that the amount of funds in the Trust Fund Account shall be $10.00 per Public Share sold in the Offering. The purchase price for the Private Units and Private Warrants shall have been delivered to CST&T or counsel for the Company or the Representative to hold in a separate escrow account at least twenty-four (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 DateEarlyBirdCapital, as the case may be.Inc.[l], 2017Page 5 of 41

Private Placements. 1.3.1 In 1.3.1. On August 201912, 2020, the Company issued to Greenrose Associates Ignyte Sponsor LLC (the “Sponsor”) an ), for aggregate consideration of 4,312,500 Shares $25,000, 1,437,500 shares of Common Stock (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below)Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share stock exchange, asset acquisition, share stock purchase, recapitalization, reorganization, reorganization or other similar business combination, or entering into contractual arrangements arrangements, with one or more businesses or entities (“Business Combination”) within the required time periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the Sponsor it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum 187,500 of 562,500 the Insider Shares, as is Shares shall be forfeited in an amount necessary to maintain the Sponsor’s 20% beneficial ownership interest in the Company’s Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the issuance Representative’s Shares (defined below) and any shares purchased in the Offering by the Company’s officers, directors or their affiliates (“Insiders”)). 1.3.2. In August 2020, the Company issued to the Representative and its designees, for an aggregate of $10.00, 100,000 shares of Common Stock (the “Representative’s Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Private Act. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Representative’s Shares. The holders of the Representative’s Shares have agreed not to transfer, assign or sell any Representative’s Shares without the Company’s prior consent until the completion of an initial Business Combination. The Representative’s Shares are identical to the shares of Common Stock included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion or redemption rights with respect to such Representative’s Shares and shall not be entitled to sell any such shares to the purchase Company in any tender offer in connection with a proposed Business Combination or amendment to the Charter Documents (as defined below) relating to pre-Business Combination activity and (ii) will have no right to any liquidation distributions with respect to any portion of the Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any shares such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the Offeringeconomic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). 1.3.2 3.3. Simultaneously with the Closing Date, the Sponsor and the Representative (and/or their designees) will purchase from the Company pursuant to the Subscription Agreements Agreement (as defined in Section 2.24.2 below), (i) an aggregate of 200,000 Units and 100,000 Units, respectively (the “Private Units”) at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 2,350,000 Warrants and 500,00 Warrants, respectively (the “Private Warrants”) at a purchase price of $1.00 per Private Warrant, in each case Warrant in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Units and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have has also agreed that, in the event the Representative has exercised the Over-allotment OptionOption is exercised, they it will purchase up to 20,000 and 10,000 150,000 additional Private Units, respectively, and up to 100,000 and 50,000 additional Private Warrants, respectively, Warrants and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units and Private Warrants into the Trust Fund Account such that the amount of funds in the Trust Fund Account shall be $10.00 per Public Share sold in the Offering. The purchase price for the Private Units and Private Warrants shall have been delivered to CST&T or counsel for the Company or the Representative to hold in a separate escrow account at least twenty-four (24) hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Private Placements. 1.3.1 1.3.1. In August 2019September 2020, the Company issued to Greenrose Associates Progress Capital I LLC (the “Sponsor”) an ), for aggregate consideration of 4,312,500 Shares $25,000 and 3,593,750 shares of Class B Common Stock (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In February 2021, the Company effected a stock dividend of 0.2 shares for each outstanding share of common stock (the “Dividend”) resulting in there being an aggregate of 4,312,500 Insider Shares outstanding. No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below)Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination, or entering into contractual arrangements with one or more businesses or entities (“Business Combination”) Combination within the required time periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the Sponsor it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum 562,500 of 562,500 the Insider Shares, as is Shares shall be forfeited in an amount necessary to maintain the Sponsor’s 20% beneficial ownership interest in the Company’s Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the issuance Representative’s Shares (defined below) and any shares purchased in the Offering by the Company’s officers, directors or their affiliates (“Insiders”)). 1.3.2. In December 2020, the Company issued to the Representative and its designees, for an aggregate of approximately $10.00, 150,000 shares (giving effect to the Dividend) of Common Stock (the “Representative’s Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Private Act. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Representative’s Shares. The holders of the Representative’s Shares have agreed not to transfer, assign or sell any Representative’s Shares without the Company’s prior consent until the completion of an initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”). The Representative’s Shares are identical to the shares of Common Stock included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion or redemption rights with respect to such Representative’s Shares and shall not be entitled to sell any such shares to the purchase Company in any tender offer in connection with a proposed Business Combination or amendment to the Charter Documents (as defined below) relating to pre-Business Combination activity and (ii) will have no right to any liquidation distributions with respect to any portion of the Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any shares such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the Offeringeconomic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). 1.3.2 1.3.3. Simultaneously with the Closing Date, the Sponsor and the Representative (and/or their designees) will purchase from the Company pursuant to the Subscription Agreements Agreement (as defined in Section 2.24.2 below), (i) an aggregate of 200,000 Units and 100,000 Units, respectively (the “Private Units”) at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 4,450,000 Warrants and 500,00 Warrants, respectively (the “Private Warrants”) at a purchase price of $1.00 per Private Warrant, in each case Warrant in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Units and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have has also agreed that, in the event the Representative has exercised the Over-allotment OptionOption is exercised, they it will purchase up to 20,000 and 10,000 200,000 additional Private Units, respectively, and up to 100,000 and 50,000 additional Private Warrants, respectively, Warrants and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units and Private Warrants into the Trust Fund Account such that the amount of funds in the Trust Fund Account shall be $10.00 per Public Share sold in the Offering. The purchase price for the Private Units and Private Warrants shall have been delivered to CST&T or counsel for the Company or the Representative to hold in a separate escrow account at least twenty-four (24) hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Private Placements. 1.3.1 In August 2019September 2021, the Company issued to Greenrose Associates ROC Energy Holdings, LLC (the “Sponsor”) an ), for aggregate consideration of $25,000, 4,312,500 Shares shares of common stock (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below)Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share stock exchange, asset acquisition, share stock purchase, recapitalization, reorganization, reorganization or other similar business combination, or entering into contractual arrangements combination with one or more businesses or entities (“Business Combination”) within the required time periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the Sponsor it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum 562,500 of 562,500 the Insider Shares, as is Shares shall be forfeited in an amount necessary to maintain the Sponsor’s 20% beneficial ownership interest in the Company’s Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (excluding the issuance of EBC Founder Shares (defined below), the Private Units Shares (defined below) and the purchase of any shares purchased in the OfferingOffering by the Sponsor or the Company’s officers, directors or their affiliates (“Insiders”)). 1.3.2 Simultaneously with On the Closing Date, the Sponsor and the Representative (and/or their designees) will purchase from the Company pursuant to the Subscription Agreements Agreement (as defined in Section 2.24.2 below), (i) an aggregate of 200,000 Units and 100,000 Units, respectively 625,000 units (the “Private Units”), each consisting of one share of Common Stock (the “Private Shares”) and one Right (the “Private Rights” and together with the Private Units and Private Shares, the “Private Securities”)), at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 Warrants and 500,00 Warrants, respectively (the “Private Warrants”) at a purchase price of $1.00 per Private Warrant, in each case in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Units Units, Private Shares and Private Warrants Rights are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have has also agreed that, in the event the Representative has exercised the Over-allotment OptionOption is exercised, they it or its designees will purchase up to 20,000 and 10,000 67,500 additional Private Units, respectively, and up to 100,000 and 50,000 additional Private Warrants, respectively, Units and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units and Private Warrants into the Trust Fund Account such that the amount of funds in the Trust Fund Account shall be $10.00 10.10 per Public Share sold in the Offering. 1.3.3 The Company has issued to EarlyBirdCapital, Inc., 150,000 shares of Common Stock (the “EBC Founder Shares”), for an aggregate purchase price of $15.00, in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the EBC Founder Shares. The purchase price holders of the EBC Founder Shares have agreed not to transfer, assign or sell any EBC Founder Shares without the Company’s prior consent until 30 days after the completion of a Business Combination. The EBC Founder Shares are identical to the shares of Common Stock included in the Firm Units except the holders of EBC Founder Shares (i) shall not be entitled to exercise any conversion or redemption rights with respect to such EBC Founder Shares and shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination or amendment to the Charter Documents (as defined below) relating to pre-Business Combination activity and (ii) will have no right to any liquidation distributions with respect to any portion of the EBC Founder Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the EBC Founder Shares will not sell, transfer, assign, pledge or hypothecate any of the EBC Founder Shares for a period of 180 days following the effective date of the Registration Statement, pursuant to FINRA Conduct Rule 5110(e)(1), to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the EBC Founder Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Private Units EBC Founder Shares shall contain legends to reflect the above FINRA and Private Warrants contractual transfer restrictions. The holders of the EBC Founder Shares shall have been delivered to CST&T or counsel registration rights as provided for in the Company or the Representative to hold Registration Rights Agreement (as defined in a separate escrow account at least twenty-four (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 beSection 2.24.5).

Private Placements. 1.3.1 In 1.3.1. On August 20195, 2020, the Company issued to Greenrose Associates BWA Holdings LLC (the “Sponsor”) an ), for aggregate consideration of 4,312,500 Shares $25,000, 3,593,750 shares of Common Stock (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below)Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination, or entering into contractual arrangements with one or more businesses or entities (“Business Combination”) Combination within the required time periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the Sponsor it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum 468,750 of 562,500 the Insider Shares, as is Shares shall be forfeited in an amount necessary to maintain the Sponsor’s 20% beneficial ownership interest in the Company’s Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the issuance Representative’s Shares and any shares purchased in the Offering by the Company’s officers, directors or their affiliates (“Insiders”)). 1.3.2. On August 5, 2020, the Company issued to the Representative and its designees, for an aggregate of approximately $37.78, 377,750 shares of Common Stock (the “Representative’s Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Private Act. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Representative’s Shares. The holders of the Representative’s Shares have agreed not to transfer, assign or sell any Representative’s Shares without the Company’s prior consent until the completion of an initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”). The Representative’s Shares are identical to the shares of Common Stock included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion or redemption rights with respect to such Representative’s Shares and shall not be entitled to sell any such shares to the purchase Company in any tender offer in connection with a proposed Business Combination or amendment to the Charter Documents (as defined below) relating to pre-Business Combination activity and (ii) will have no right to any liquidation distributions with respect to any portion of the Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any shares such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the Offeringeconomic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). 1.3.2 1.3.3. Simultaneously with the Closing Date, the Sponsor and the Representative (and/or their designees) will purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 below), (i) an aggregate of 200,000 Units and 100,000 Units, respectively (the “Private Units”) at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 4,000,000 Warrants and 500,00 Warrants, respectively (the “Private Warrants”) at a purchase price of $1.00 per Private Warrant, in each case Warrant in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, of which the Sponsor will purchase 3,375,000 Private Warrants and the Representative and/or its designees will purchase 625,000 Private Warrants. The terms of the Private Units and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have also agreed that, in the event the Representative has exercised the Over-allotment OptionOption is exercised, they and/or their designees will purchase up to 20,000 and 10,000 375,000 additional Private Units, respectively, Warrants (of which up to 316,000 Private Warrants would be purchased by the Sponsor and up to 100,000 and 50,000 additional 59,000 Private Warrants, respectively, Warrants would be purchased by the Representative and/or its designees) and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units and Private Warrants into the Trust Fund Account such that the amount of funds in the Trust Fund Account shall be $10.00 per Public Share sold in the Offering. The purchase price for the Private Units and Private Warrants shall have been delivered to CST&T or counsel for the Company or the Representative to hold in a separate escrow account at least twenty-four (24) hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Private Placements. 1.3.1 In August 20191.3.1. On January 24, 2021, the Company issued to Greenrose Associates Archimedes Tech SPAC Partners Sponsor LLC (the “Sponsor”) an aggregate of 4,312,500 Shares 2,875,000 shares of Common Stock (the “Insider Shares”) for an aggregate of $25,000 in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). On March 10, 2021, the Company effected a dividend of 0.2 shares for each share outstanding (the “Dividend”) resulting in there being an aggregate of 3,450,000 Insider Shares outstanding. No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below)Registration Statement. The Sponsor holders of the Insider Shares shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination, or entering into contractual arrangements with one or more businesses or entities (“Business Combination”) Combination within the required time periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor holders of the Insider Shares shall not have conversion rights with respect to the Insider Shares nor shall the Sponsor they be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum 450,000 of 562,500 the Insider Shares, as is Shares shall be forfeited in an amount necessary to maintain the Sponsor’s holders’ 20% beneficial ownership interest in the Company’s shares of Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the issuance of Representative’s Shares any shares included in the Private Units (defined below) and any shares purchased in the purchase Offering by the Company’s Sponsor, officers, directors or their affiliates (“Insiders”)). 1.3.2. On January 13, 2021, the Company issued to the Representative and its designees, for an aggregate of $35.00, 420,000 shares (after giving effect to the Dividend) of Common Stock (the “Representative’s Shares”) in private placements intended to be exempt from registration under Section 4(a)(2) of the Act. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Representative’s Shares. The holders of the Representative’s Shares have agreed not to transfer, assign or sell any Representative’s Shares without the Company’s prior consent until the completion of an initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”). The Representative’s Shares are identical to the shares of Common Stock included in the Subunits Units except the holders (i) shall not be entitled to exercise any conversion or redemption rights with respect to such Representative’s Shares and shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination or amendment to the Charter Documents (as defined below) relating to pre-Business Combination activity and (ii) will have no right to any liquidation distributions with respect to any portion of the Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any shares such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the Offeringeconomic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). 1.3.2 1.3.3. Simultaneously with the Closing Date, the Sponsor and the Representative (and/or their designees) will purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 below), (i) an aggregate of 200,000 Units and 100,000 Units, respectively 390,000 (the “Private Units”) at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 Warrants and 500,00 Warrants, respectively (the “Private Warrants”) at a purchase price of $1.00 per Private Warrant, in each case in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, of which the Sponsor will purchase 330,000 Private Units and the Representative and/or its designees will purchase 60,000 Private Units. The terms of the Private Units and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have also agreed that, in the event the Representative has exercised the Over-allotment OptionOption is exercised, they and/or their designees will purchase up to 20,000 and 10,000 36,000 additional Private Units, respectively, Units (of which up to 27,000 Private Units would be purchased by the Sponsor and up to 100,000 and 50,000 additional 9,000 Private Warrants, respectively, Units would be purchased by the Representative and/or its designees) and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units and Private Warrants into the Trust Fund Account such that the amount of funds in the Trust Fund Account shall be $10.00 per Public Share sold in the Offering. The purchase price for the Private Units and Private Warrants shall have been delivered to CST&T or counsel for the Company or the Representative to hold in a separate escrow account at least twenty-four (24) hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Private Placements. 1.3.1 1.3.1. In August 2019October 2020, the Company issued to Greenrose Associates Smart Dine, LLC (the “Sponsor”) an ), for aggregate consideration of $25,000, 4,312,500 Shares shares of common stock (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In February 2021, the Company effected a stock dividend of approximately 0.1667 shares for each share outstanding resulting in there being an aggregate of 5,031,250 Insider Shares outstanding. No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below)Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, reorganization or other similar business combination, or entering into contractual arrangements arrangements, with one or more businesses or entities (“Business Combination”) within the required time periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the Sponsor it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum 656,250 of 562,500 the Insider Shares, as is Shares shall be forfeited in an amount necessary to maintain the Sponsor’s 20% beneficial ownership interest in the Company’s Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the issuance Representative’s Shares (defined below), Private Shares (defined below) and any shares purchased in the Offering by the Company’s officers, directors or their affiliates (“Insiders”)). 1.3.2. In January 2021, the Company issued to the Representative and its designees, for an aggregate of approximately $9.00, 90,000 shares of Common Stock (the “Representative’s Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Private Act. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Representative’s Shares. The holders of the Representative’s Shares have agreed not to transfer, assign or sell any Representative’s Shares without the Company’s prior consent until the completion of an initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”). The Representative’s Shares are identical to the shares of Common Stock included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion or redemption rights with respect to such Representative’s Shares and shall not be entitled to sell any such shares to the purchase Company in any tender offer in connection with a proposed Business Combination or amendment to the Charter Documents (as defined below) relating to pre-Business Combination activity and (ii) will have no right to any liquidation distributions with respect to any portion of the Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any shares such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the Offeringeconomic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). 1.3.2 1.3.3. Simultaneously with the Closing Date, the Sponsor and the Representative (and/or their designees) will purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 below), (i) an aggregate of 200,000 Units and 100,000 Units, respectively 500,000 units (the “Private Units”), each consisting of one share of Common Stock (the “Private Shares”) and one-half of one warrant (the “Private Warrants” and together with the Private Units and Private Shares, the “Private Securities”)), at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 Warrants and 500,00 Warrants, respectively (the “Private Warrants”) at a purchase price of $1.00 per Private Warrant, in each case in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, of which the Sponsor will purchase 470,000 Private Units and the Representative and/or its designees will purchase 30,000 Private Units. The terms of the Private Units Units, Private Shares and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have has also agreed that, in the event the Representative has exercised the Over-allotment OptionOption is exercised, they it will purchase up to 20,000 and 10,000 52,500 additional Private Units, respectively, and up to 100,000 and 50,000 additional Private Warrants, respectively, Units and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units and Private Warrants into the Trust Fund Account such that the amount of funds in the Trust Fund Account shall be $10.00 per Public Share sold in the Offering. The purchase price for the Private Units and Private Warrants shall have been delivered to CST&T or counsel for the Company or the Representative to hold in a separate escrow account at least twenty-four (24) hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Private Placements. 1.3.1 In August 20191.3.1. On March 26, 2021, the Company issued to Greenrose Associates DC Rainier SPV LLC (the “Sponsor”) ), the Company’s directors, the Company’s Chief Executive Officer and Chief Financial Officer and the Representative for aggregate consideration of $25,000, an aggregate of 4,312,500 Shares shares of common stock (the “Insider Founder Shares”) including an aggregate of 1,265,000 shares of common stock issued to the Representative (the “Representative’s Shares”), in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Founder Shares. The Insider Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below)Registration Statement. The Sponsor holders of the Founder Shares (i) shall have no right to any liquidation distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, reorganization or other similar business combination, or entering into contractual arrangements arrangements, with one or more businesses or entities (“Business Combination”) within the required time period. The Sponsor period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses, (ii) shall not have conversion be entitled to exercise any redemption rights with respect to the Insider such Founder Shares nor and (iii) shall the Sponsor not be entitled to sell any such Insider Shares shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum 562,500 of 562,500 Insider Shares, as is the Founder Shares shall be forfeited in an amount necessary to maintain the Sponsor’s holders of Founder Shares’ 20% beneficial ownership interest in the Company’s Common Stock issued and outstanding shares of the Company after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (excluding any shares purchased in the issuance Offering and any Private Shares purchased in the Private Placement by the Company’s officers, directors or their affiliates (“Insiders”)). 1.3.2. The holders of the Private Units and Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the purchase Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any shares such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the Offeringeconomic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). 1.3.2 1.3.3. Simultaneously with the Closing Date, the Sponsor and the Representative (and/or their designees) Company’s Chief Executive Officer and Chief Financial Officer will purchase from the Company pursuant to the Subscription Agreements Agreement (as defined in Section 2.24.2 below), (i) an aggregate of 200,000 Units and 100,000 Units, respectively 251,200 units (the “Private Units”), each consisting of one share of Common Stock (the “Private Shares”) and one-half of one warrant (the “Private Warrants” and together with the Private Units and Private Shares, the “Private Securities”)), at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 Warrants and 500,00 Warrants, respectively (the “Private Warrants”) at a purchase price of $1.00 per Private Warrant, in each case in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Units Units, Private Shares and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have also agreed that, in the event the Representative has exercised the Over-allotment Option, they will purchase up to 20,000 and 10,000 additional Private Units, respectively, and up to 100,000 and 50,000 additional Private Warrants, respectively, and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units and Private Warrants into the Trust Fund such that the amount of funds in the Trust Fund shall be $10.00 per Public Share sold in the Offering. The purchase price for the Private Units and Private Warrants shall have been delivered to CST&T or counsel for the Company or the Representative to hold in a separate escrow account at least twenty-four (24) hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Private Placements. 1.3.1 In August 2019, the 1.4.1. The Company issued to Greenrose Associates Xxxxxx Oakwood Investments, LLC (the “Sponsor”) an for aggregate consideration of 4,312,500 Shares $25,000 1,437,500 (as adjusted for a stock split effected as of the date hereof) shares of the Company’s Class F common stock (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). The Insider Shares will automatically convert into Common Stock at the time of the Business Combination (as defined below) on a one-for-one basis, subject to adjustment as described in the Registration Statement. No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below). The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, reorganization or other similar business combination, or entering into contractual arrangements arrangements, with one or more businesses or entities (“Business Combination”) within the required time period. The Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the Sponsor they be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, up to 187,500 of the Insider Shares shall be subject to forfeiture by the Sponsor. The Sponsor shall will be required to forfeit such only a number of Insider Shares, up to a maximum of 562,500 Insider Shares, as is Shares necessary to maintain the Sponsor’s 20% beneficial ownership interest in the Company’s Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the issuance of the Private Units Representative’s Shares and the purchase by the Sponsor of the Private Units (defined below) and any shares purchased in the Offering). 1.3.2 1.4.2. Simultaneously with the Closing Date, the Sponsor (and/or its designees) and the Representative (and/or their its designees) will purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 below), (i) an aggregate of 200,000 Units and 100,000 50,000 Units, respectively (the “Private Units”) at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 Warrants and 500,00 Warrants, respectively (the “Private Warrants”) at a purchase price of $1.00 per Private Warrant, in each case in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Units and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have also agreed that, in the event the Representative has exercised the Over-allotment Option, they it (and/or its designees) will purchase up to 20,000 18,000 and 10,000 4,500 additional Private Units, respectively, and up to 100,000 and 50,000 additional Private Warrants, respectively, Units and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units and Private Warrants into the Trust Fund Account such that the amount of funds in the Trust Fund Account shall be $10.00 per Public Share sold in the Offering. The purchase price for the Private Units and Private Warrants shall have been delivered to CST&T or counsel for the Company or the Representative to hold in a separate escrow account at least twenty-four (24) 48 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Private Placements. 1.3.1 1.3.1. In August 2019June 2021, the Company issued to Greenrose Associates Digital Health Sponsor LLC (the “Sponsor”) ), the Company’s directors, officers and advisors, for aggregate consideration of $25,000, an aggregate of 4,312,500 Shares shares (the “Insider Founder Shares”) of Common Stock, in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In October 2021, the Sponsor, officers and certain advisors forfeited an aggregate of 1,437,500 Founder Shares. No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Founder Shares. The Insider Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below)Registration Statement. The Sponsor holders of the Founder Shares (i) shall have no right to any liquidation distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, reorganization or other similar business combination, or entering into contractual arrangements arrangements, with one or more businesses or entities (“Business Combination”) within the required time period. The Sponsor period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses, (ii) shall not have conversion be entitled to exercise any redemption rights with respect to the Insider such Founder Shares nor and (iii) shall the Sponsor not be entitled to sell any such Insider Shares shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum 375,000 of 562,500 Insider Shares, as is the Founder Shares shall be forfeited in an amount necessary to maintain the Sponsor’s holders of Founder Shares’ 20% beneficial ownership interest in the Company’s Common Stock issued and outstanding shares of the Company after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but (excluding any shares purchased in the issuance of Offering and any Private Shares purchased in the Private Units and Placement by the purchase of any shares in the OfferingCompany’s officers, directors or their affiliates (“Insiders”)). 1.3.2 1.3.2. Simultaneously with the Closing Date, the Sponsor and the Representative (and/or their designees) will purchase from the Company pursuant to the Subscription Agreements Agreement (as defined in Section 2.24.2 below), (i) an aggregate of 200,000 Units and 100,000 Units, respectively 509,000 units (or 557,000 units if the Over-Allotment Option is exercised on or prior to the Closing Date) (the “Private Units”), each consisting of one share of Common Stock (the “Private Shares”) and one warrant to purchase one share of Common Stock (the “Private Warrants” and together with the Private Units and Private Shares, the “Private Securities”)), at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 Warrants and 500,00 Warrants, respectively (the “Private Warrants”) at a purchase price of $1.00 per Private Warrant, in each case in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Units Units, Private Shares and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have also agreed that, in the event the Representative has exercised the Over-allotment Option, they will purchase up to 20,000 and 10,000 additional Private Units, respectively, and up to 100,000 and 50,000 additional Private Warrants, respectively, and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units and Private Warrants into the Trust Fund such that the amount of funds in the Trust Fund shall be $10.00 per Public Share sold in the Offering. The purchase price for the Private Units and Private Warrants shall have been delivered to CST&T or counsel for the Company or the Representative to hold in a separate escrow account at least twenty-four (24) hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Private Placements. 1.3.1 In August 2019July 2021, the Company issued to Greenrose Associates LLC Keyarch Global Sponsor Limited (the “Sponsor”) an ), for aggregate consideration of 4,312,500 Shares $25,000, 2,875,000 Class B ordinary shares (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below)Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, reorganization or other similar business combination, or entering into contractual arrangements arrangements, with one or more businesses or entities (“Business Combination”) within the required time periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the Sponsor it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum 375,000 of 562,500 the Insider Shares, as is Shares shall be forfeited in an amount necessary to maintain the Sponsor’s 20% beneficial ownership interest in the Company’s Common Stock Ordinary Shares after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the issuance of EBC Founder Shares (defined below), the Private Units Shares (defined below) and the purchase of any shares purchased in the OfferingOffering by the Sponsor or the Company’s officers, directors or their affiliates (“Insiders”)). 1.3.2 Simultaneously with the Closing Date, the Sponsor and Sponsor, the Representative (and/or their designees) designees will purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 below), (i) an aggregate of 200,000 Units and 100,000 Units, respectively 500,000 units (the “Private Units”), each consisting of one Ordinary Share (the “Private Shares”), one Right (the “Private Rights”) and one-half of one warrant (the “Private Warrants” and together with the Private Units, Private Shares and Private Rights, the “Private Securities”)), with the Sponsor purchasing 450,000 Private Units and the Representative purchasing 50,000 Private Units, at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 Warrants and 500,00 Warrants, respectively (the “Private Warrants”) at a purchase price of $1.00 per Private Warrant, in each case in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Units Units, Private Shares, Private Rights and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have has also agreed that, in the event the Representative has exercised the Over-allotment OptionOption is exercised, they and/or their designees will purchase up to 20,000 and 10,000 45,000 additional Private Units, respectively, with the Sponsor purchasing 40,500 Private Units and up to 100,000 and 50,000 additional the Represenatative purchasing 4,500 Private Warrants, respectivelyUnits, and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units and Private Warrants into the Trust Fund Account such that the amount of funds in the Trust Fund Account shall be $10.00 10.10 per Public Share sold in the Offering. 1.3.3 In August 2021, the Company issued to EarlyBirdCapital, Inc., for $1,800, 200,000 Ordinary Shares (the “EBC Founder Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the EBC Founder Shares. The purchase price holders of the EBC Founder Shares have agreed not to transfer, assign or sell any EBC Founder Shares without the Company’s prior consent until the completion of a Business Combination. The EBC Founder Shares are identical to the Ordinary Shares included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion or redemption rights with respect to such EBC Founder Shares and shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination or amendment to the Charter Documents (as defined below) relating to pre-Business Combination activity and (ii) will have no right to any liquidation distributions with respect to any portion of the EBC Founder Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the EBC Founder Shares will not sell, transfer, assign, pledge or hypothecate any of the EBC Founder Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the EBC Founder Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Private Units EBC Founder Shares shall contain legends to reflect the above FINRA and Private Warrants contractual transfer restrictions. The holders of the EBC Founder Shares shall have been delivered to CST&T or counsel registration rights as provided for in the Company or the Representative to hold Registration Rights Agreement (as defined in a separate escrow account at least twenty-four (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 beSection 2.24.5).

Private Placements. 1.3.1 In August 2019, the 1.4.1. The Company issued to Greenrose Associates MTech Sponsor LLC (the “Sponsor”) an aggregate 1,437,500 shares of 4,312,500 Shares the Company’s Class B common stock (the “Insider Shares”) ), for the aggregate consideration of $25,000, in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). The Insider Shares will automatically convert into Class A Common Stock at the time of the Business Combination (as defined below) on a one-for-one basis, subject to adjustment as described in the Registration Statement. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below). The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination, or entering into contractual arrangements with one or more businesses or entities (“Business Combination”) within the required time period. The Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the Sponsor be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If the Over-Allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum of 562,500 187,500 Insider Shares, as is necessary to maintain the Sponsor’s 20% beneficial ownership in the Company’s Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but excluding the issuance purchase by the Sponsor of the any Firm Units or Private Units and the purchase of any shares (defined below) in the Offering. 1.3.2 1.4.2. Simultaneously with the Closing Date, the Sponsor and the Representative (and/or their its designees) will purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 below), (i) an aggregate of 200,000 Units and 100,000 Units, respectively 225,000 units of the Company (the “Private Units”) ), at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 Warrants and 500,00 Warrants, respectively (the “Private Warrants”) at a purchase price of $1.00 per Private Warrant, in each case in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Units and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have also agreed that, in In the event the Representative has exercised exercises the Over-allotment Allotment Option, they the Sponsor (and/or its designees) will purchase up to 20,000 and 10,000 an additional 18,750 Private Units, respectively, and up to 100,000 and 50,000 additional Private Warrants, respectively, Units pro rata with the amount of the portion of the Over-Allotment Option that has been exercised and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units and Private Warrants into the Trust Fund Account such that the amount of funds in the Trust Fund Account shall be $10.00 per Public Share share of Common Stock sold to the public in the Offering. The purchase price for the Private Units and Private Warrants shall have been delivered to CST&T or counsel for the Company or the Representative to hold in a separate escrow account at least twenty-four (24) 48 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Private Placements. 1.3.1 In August 20191.3.1. On January 21, 2021, the Company issued to Greenrose Associates DILA Capital Sponsor Group, LLC (the “Sponsor”) an ), for aggregate consideration of 4,312,500 Shares $25,000, 1,437,500 shares of Class B common stock (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below)Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, reorganization or other similar business combination, or entering into contractual arrangements arrangements, with one or more businesses or entities (“Business Combination”) within the required time periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the Sponsor it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum 187,500 of 562,500 the Insider Shares, as is Shares shall be forfeited in an amount necessary to maintain the Sponsor’s 20% beneficial ownership interest in the Company’s Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the issuance of the Private Units Shares (defined below) and the purchase of any shares purchased in the OfferingOffering by the Company’s officers, directors or their affiliates (“Insiders”)). 1.3.2 1.3.2. Simultaneously with the Closing Date, the Sponsor and the Representative (and/or their designees) will purchase from the Company pursuant to the Subscription Agreements Agreement (as defined in Section 2.24.2 below), (i) an aggregate of 200,000 Units and 100,000 Units, respectively 271,250 units (the “Private Units”), each consisting of one share of Common Stock (the “Private Shares”) and one warrant (the “Private Warrants” and together with the Private Units and Private Shares, the “Private Securities”)), at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 Warrants and 500,00 Warrants, respectively (the “Private Warrants”) at a purchase price of $1.00 per Private Warrant, in each case in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Units Units, Private Shares and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have has also agreed that, in the event the Representative has exercised the Over-allotment OptionOption is exercised, they it will purchase up to 20,000 and 10,000 18,750 additional Private Units, respectively, and up to 100,000 and 50,000 additional Private Warrants, respectively, Units and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units and Private Warrants into the Trust Fund Account such that the amount of funds in the Trust Fund Account shall be $10.00 per Public Share sold in the Offering. 1.3.3. The purchase price for the Private Units Company hereby agrees to issue and Private Warrants shall have been delivered sell to CST&T or counsel for the Company or the Representative to hold in a separate escrow account at least twenty-four (24and/or its designees) hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date, for an aggregate purchase price of $100, an option (“Representative’s Purchase Option”) to purchase up to an aggregate of 250,000 Units (the “Representative’s Units”). Each of the Representative's Units is identical to the Firm Units. The Representative’s Purchase Option shall be exercisable for cash or on a cashless basis, in whole or in part, commencing on the later of the consummation of a Business Combination or one year from the Effective Date or and expiring on the Option five-year anniversary of the Effective Date at an initial exercise price per Representative’s Unit of $10.00, which is equal to one hundred percent (100%) of the initial public offering price per Unit. On the Closing Date, the Company shall deliver to the Representative, upon payment therefor, certificates for the Representative’s Purchase Option in the name or names and in such denominations as the case Representative may berequest. The Representative’s Purchase Option, the Representative’s Units, the shares of Common Stock included in the Representative’s Units, the Warrants included in the Representative’s Units (the “Representative’s Warrants”) and the shares of Common Stock issuable pursuant to the terms of the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” Delivery (and payment with respect to the Representative’s Purchase Option) of the Representative’s Securities shall be made on the Closing Date. The issuance of the Representative’s Securities will be registered on the Registration Statement.

Private Placements. 1.3.1 In August 2019, the 1.3.1. The Company issued an aggregate of 1,150,000 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), for aggregate consideration of $25,000, to Greenrose Associates Xiaosen Sponsor LLC (the “Sponsor”) an aggregate of 4,312,500 Shares (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Founder Shares. The Insider Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below)Registration Statement. The Sponsor holders of the Founder Shares (the “Insiders”) shall have no right to any liquidation distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate any proposed initial merger, a share exchange, asset acquisitionshare reconstruction and amalgamation with, share purchasepurchasing all or substantially all of the assets of, recapitalization, reorganization, or other similar business combination, or entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities (“Business Combination”) within the required time periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor Insiders shall not have conversion rights with respect to the Insider Founder Shares nor shall the Sponsor they be entitled to sell such Insider Founder Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum 150,000 of 562,500 Insider Sharesthe Founder Shares shall be required to be forfeited by the holders thereof, as is necessary to maintain the Sponsor’s 20% beneficial ownership in percentage of the Company’s Common Stock shares held by the holders of Founder Shares at 20% after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but excluding the issuance of Representative’st Shares (defined below), the Private Units Shares (defined below) and the purchase of any shares Firm Units in the OfferingOffering by the Insiders. 1.3.2 1.3.2. In July 2020, the Company issued to the Representative and its designees, at $0.0001 per share, an aggregate of 100,000 Class B ordinary shares, par value $0.0001 per share (the “Representative’s Shares”), in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Representative’s Shares. The holders of the Representative’s Shares have agreed not to transfer, assign or sell any Representative’s Shares without the Company’s prior consent until 30 days after the completion of an initial Business Combination. The Representative’s Shares are identical to the Ordinary Shares included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion rights with respect to such Representative’s Shares and shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination or certain amendments to the Charter Documents (as defined in Section 2.11) as described in the Prospectus (as defined in Section 2.1.1 below) and (ii) will have no right to any liquidation distributions with respect to any portion of the Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(g), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Shares (or book entry positions) shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). , 2020 1.3.3. Simultaneously with the Closing Date, the Sponsor and the Representative (and/or their designees) will purchase from the Company pursuant to the Subscription Agreements Agreement (as defined in Section 2.24.2 below), (i) an aggregate of 200,000 250,000 Units and 100,000 Units, respectively (the “Private Units”) at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 Warrants and 500,00 Warrants, respectively (the “Private Warrants”) at a purchase price of $1.00 per Private Warrant, in each case in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Units and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have has also agreed that, in the event the Representative has exercised the Over-allotment OptionOption is exercised, they it will purchase up to 20,000 and 10,000 18,000 additional Private Units, respectively, and up to 100,000 and 50,000 additional Private Warrants, respectively, Units and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units and Private Warrants into the Trust Fund Account such that the amount of funds in the Trust Fund Account shall be $10.00 per Public Share sold in the Offering. The purchase price for the Private Units and Private Warrants shall have been delivered to CST&T or counsel for the Company or the Representative to hold in a separate escrow account at least twenty-four (24) hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Private Placements. 1.3.1 In August 20191.4.1. On February 1, 2020, the Company issued to Greenrose Associates LLC LifeSci Holdings LLC, a Delaware limited liability company (the “Sponsor”) ), an aggregate of 4,312,500 2,156,250 Shares (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). On [ ], 2021, the Sponsor transferred 6,000 Insider Shares to each of the director nominee of the Company (collectively with the Sponsor, the “Initial Stockholders”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below). The Sponsor Initial Stockholders shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination, or entering into contractual arrangements with one or more businesses or entities (“Business Combination”) within the required time period. The Sponsor Initial Stockholders shall not have conversion rights with respect to the Insider Shares nor shall the Sponsor Initial Stockholders be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If the Over-Allotment Option is not exercised by the Underwriters in full or in part, the Sponsor Initial Stockholders shall forfeit such number of Insider Shares, up to a maximum of 562,500 281,250 Insider Shares, as is necessary to maintain the Sponsor’s Sponsors’ 20% beneficial ownership in the Company’s Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but excluding the issuance of the Private Units and the purchase of any shares in the Offering. 1.3.2 1.4.2. Simultaneously with the Closing Date, the Sponsor and the Representative (and/or their its designees) will purchase from the Company pursuant to the Subscription Agreements Agreement (as defined in Section 2.24.2 below), (i) an aggregate of 200,000 Units and 100,000 Units, respectively 3,033,333 warrants (the “Private UnitsWarrants”) ), at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 Warrants and 500,00 Warrants, respectively (the “Private Warrants”) at a purchase price of $1.00 0.90 per Private Warrant, in each case in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Units and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have has also agreed that, in the event the Representative has Representatives have exercised the Over-allotment Option, they the Sponsor will purchase up to 20,000 and 10,000 250,000 additional Private Units, respectively, and up to 100,000 and 50,000 additional Private Warrants, respectively, Warrants and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units and Private Warrants into the Trust Fund such that the amount of funds in the Trust Fund shall be $10.00 10.10 per Public Share sold in the Offering. The purchase price for the Private Units and Private Warrants shall have been delivered to CST&T or counsel for the Company or the Representative Representatives to hold in a separate escrow account at least twenty-four (24) 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Private Placements. 1.3.1 1.3.1. In August 2019February 2022, the Company issued to Greenrose Associates LLC AlphaVest Holding LP (the “Sponsor” and together with and the Company’s officers, directors and advisors, collectively, the “Insiders”) ), for aggregate consideration of $25,000, an aggregate of 4,312,500 1,725,000 Ordinary Shares (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below)Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, reorganization or other similar business combination, or entering into contractual arrangements arrangements, with one or more businesses or entities (“Business Combination”) within the required time periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the Sponsor it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum 225,000 of 562,500 the Insider Shares, as is Shares shall be forfeited in an amount necessary to maintain the Sponsor’s Insiders’ 20% beneficial ownership interest in the Company’s Common Stock Ordinary Shares after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the issuance EBC Founder Shares (defined below), the Private Shares (defined below) and any shares purchased in the Offering by the Insiders). 1.3.2. In July 2022, the Company issued to the Representative and its designees, for an aggregate purchase price of $1,750.00, 125,000 Ordinary Shares (the “EBC Founder Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Private Act. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the EBC Founder Shares. The holders of the EBC Founder Shares have agreed not to transfer, assign or sell any EBC Founder Shares without the Company’s prior consent until the completion of an initial Business Combination. The EBC Founder Shares are identical to the Ordinary Shares included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion or redemption rights with respect to such EBC Founder Shares and shall not be entitled to sell any such shares to the purchase Company in any tender offer in connection with a proposed Business Combination or amendment to the Charter Documents (as defined below) relating to pre-Business Combination activity and (ii) will have no right to any liquidation distributions with respect to any portion of the EBC Founder Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the EBC Founder Shares will not sell, transfer, assign, pledge or hypothecate any of the EBC Founder Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any shares such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the EBC Founder Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the Offering.economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the EBC Founder Shares (or uncertificated book-entry forms if no certificates are prepared) shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the EBC Founder Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). EarlyBirdCapital, Inc._______, 2022Page 5 of 44 1.3.2 1.3.3. Simultaneously with the Closing Date, the Sponsor and Sponsor, the Representative (and/or their designees) designees will purchase from the Company pursuant to the Subscription Purchase Agreements (as defined in Section 2.24.2 below), (i) an aggregate of 200,000 Units and 100,000 Units, respectively 390,000 units (the “Private Units” or “Private Securities”), each Private Unit consisting of one Ordinary Shares (the “Private Shares”) and one Right (the “Private Rights”), with the Sponsor purchasing 365,000 Private Units and the Representative and/or its designees purchasing 25,000 Private Units, at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 Warrants and 500,00 Warrants, respectively (the “Private Warrants”) at a purchase price of $1.00 per Private Warrant, in each case in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Units and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have also agreed that, in the event the Representative has exercised the Over-allotment OptionOption is exercised, they and/or their designees will purchase up to 20,000 and 10,000 40,500 additional Private Units, respectively, with the Sponsor purchasing 37,904 Private Units and up to 100,000 and 50,000 additional the Represenatative purchasing 2,596 Private Warrants, respectivelyUnits, and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units and Private Warrants into the Trust Fund Account such that the amount of funds in the Trust Fund Account shall be $10.00 10.20 per Public Share sold in the Offering. The purchase price for the Private Units and Private Warrants shall have been delivered to CST&T or counsel for the Company or the Representative to hold in a separate escrow account at least twenty-four (24) hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Private Placements. 1.3.1 In August 20191.3.1. On February 23, 2021, the Company issued to Greenrose Associates Axxx Disruptive Technologies Company, LLC (the “Sponsor”) ), the Company’s directors, officers and certain other investors for aggregate consideration of $25,000, an aggregate of 4,312,500 Shares 2,875,000 shares (the “Insider Founder Shares”) of Common Stock in a private placement (the “Subscription Agreement”) intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Founder Shares. The Insider Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below)Registration Statement. The Sponsor holders of the Founder Shares (i) shall have no right to any liquidation distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, reorganization or other similar business combination, or entering into contractual arrangements arrangements, with one or more businesses or entities (“Business Combination”) within the required time period. The Sponsor period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses, (ii) shall not have conversion be entitled to exercise any redemption rights with respect to the Insider such Founder Shares nor and (iii) shall the Sponsor not be entitled to sell any such Insider Shares shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum 375,000 of 562,500 Insider Shares, as is the Founder Shares shall be forfeited in an amount necessary to maintain the Sponsor’s holders of Founder Shares’ 20% beneficial ownership interest in the Company’s Common Stock issued and outstanding shares of the Company after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but (excluding any shares purchased in the issuance of Offering and any Private Warrants purchased in the Private Units and Placement by the purchase of any shares in the OfferingCompany’s officers, directors or their affiliates (“Insiders”)). 1.3.2 1.3.2. Simultaneously with the Closing Date, the Sponsor and the Representative (and/or their designees) will purchase from the Company pursuant to the Subscription Agreements placement warrant purchase agreement, the form of which is annexed as Exhibit 10.5 to the Registration Statement (as defined in Section 2.24.2 below), (ithe “Placement Warrant Purchase Agreement”) an aggregate of 200,000 Units and 100,000 Units, respectively 6,500,000 warrants (or 7,100,000 warrants if the “Private Units”Over-Allotment Option is exercised) at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 Warrants and 500,00 Warrants, respectively (the “Private Warrants”) ), at a purchase price of $1.00 per Private Warrant, in each case Warrant in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Units and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below)Prospectus. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have also agreed that, in the event the Representative has exercised the Over-allotment Option, they will purchase up to 20,000 and 10,000 additional Private Units, respectively, and up to 100,000 and 50,000 additional Private Warrants, respectively, and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units and Private Warrants into the Trust Fund such that the amount of funds in the Trust Fund shall be $10.00 per Public Share sold in the Offering. The purchase price for the Private Units and Private Warrants shall have been delivered to CST&T or counsel for the Company or the Representative to hold in a separate escrow account at least twenty-four (24) hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Private Placements. 1.3.1 1.3.1. In August 2019October 2020, the Company issued to Greenrose Associates Smart Dine, LLC (the “Sponsor”) an ), for aggregate consideration of $25,000, 4,312,500 Shares shares of common stock (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below)Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, reorganization or other similar business combination, or entering into contractual arrangements arrangements, with one or more businesses or entities (“Business Combination”) within the required time periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the Sponsor it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum 562,500 of 562,500 the Insider Shares, as is Shares shall be forfeited in an amount necessary to maintain the Sponsor’s 20% beneficial ownership interest in the Company’s Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the issuance Representative’s Shares (defined below), Private Shares (defined below) and any shares purchased in the Offering by the Company’s officers, directors or their affiliates (“Insiders”)). 1.3.2. In January 2021, the Company issued to the Representative and its designees, for an aggregate of approximately $9.00, 90,000 shares of Common Stock (the “Representative’s Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Private Act. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Representative’s Shares. The holders of the Representative’s Shares have agreed not to transfer, assign or sell any Representative’s Shares without the Company’s prior consent until the completion of an initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”). The Representative’s Shares are identical to the shares of Common Stock included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion or redemption rights with respect to such Representative’s Shares and shall not be entitled to sell any such shares to the purchase Company in any tender offer in connection with a proposed Business Combination or amendment to the Charter Documents (as defined below) relating to pre-Business Combination activity and (ii) will have no right to any liquidation distributions with respect to any portion of the Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any shares such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the Offeringeconomic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). 1.3.2 1.3.3. Simultaneously with the Closing Date, the Sponsor and the Representative (and/or their designees) will purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 below), (i) an aggregate of 200,000 Units and 100,000 Units, respectively 450,000 units (the “Private Units”), each consisting of one share of Common Stock (the “Private Shares”) and one-half of one warrant (the “Private Warrants” and together with the Private Units and Private Shares, the “Private Securities”)), at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 Warrants and 500,00 Warrants, respectively (the “Private Warrants”) at a purchase price of $1.00 per Private Warrant, in each case in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, of which the Sponsor will purchase 420,000 Private Units and the Representative and/or its designees will purchase 30,000 Private Units. The terms of the Private Units Units, Private Shares and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have also agreed that, in the event the Representative has exercised the Over-allotment OptionOption is exercised, they will purchase up to 20,000 and 10,000 45,000 additional Private Units, respectively, and up to 100,000 and 50,000 additional Private Warrants, respectively, Units and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units and Private Warrants into the Trust Fund Account such that the amount of funds in the Trust Fund Account shall be $10.00 per Public Share sold in the Offering. The purchase price for the Private Units and Private Warrants shall have been delivered to CST&T or counsel for the Company or the Representative to hold in a separate escrow account at least twenty-four (24) hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Private Placements. 1.3.1 In 1.3.1. On August 201911, 2020, the Company issued to Greenrose Associates DD3 Sponsor Group, LLC (the “Sponsor”) an ), for aggregate consideration of $25,000, 4,312,500 Shares shares of common stock (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below)Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, reorganization or other similar business combination, or entering into contractual arrangements arrangements, with one or more businesses or entities (“Business Combination”) within the required time periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the Sponsor it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum 562,500 of 562,500 the Insider Shares, as is Shares shall be forfeited in an amount necessary to maintain the Sponsor’s 20% beneficial ownership interest in the Company’s Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the issuance of the Private Units Shares (defined below) and the purchase of any shares purchased in the OfferingOffering by the Company’s officers, directors or their affiliates (“Insiders”)). 1.3.2 1.3.2. Simultaneously with the Closing Date, the Sponsor and the Representative (and/or their designees) will purchase from the Company pursuant to the Subscription Agreements Agreement (as defined in Section 2.24.2 below), (i) an aggregate of 200,000 Units and 100,000 Units, respectively 430,000 units (the “Private Units”), each consisting of one share of Common Stock (the “Private Shares”) and one-half of one warrant (the “Private Warrants” and together with the Private Units and Private Shares, the “Private Securities”)), at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 Warrants and 500,00 Warrants, respectively (the “Private Warrants”) at a purchase price of $1.00 per Private Warrant, in each case in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Units Units, Private Shares and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have has also agreed that, in the event the Representative has exercised the Over-allotment OptionOption is exercised, they will purchase up to 20,000 and 10,000 45,000 additional Private Units, respectively, and up to 100,000 and 50,000 additional Private Warrants, respectively, Units and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units and Private Warrants into the Trust Fund Account such that the amount of funds in the Trust Fund Account shall be $10.00 per Public Share sold in the Offering. The purchase price for the Private Units and Private Warrants shall have been delivered to CST&T or counsel for the Company or the Representative to hold in a separate escrow account at least twenty-four (24) hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Private Placements. 1.3.1 1.4.1. In August 2019January 2020, the Company issued to Greenrose Associates LLC Petra Investment Holdings, LLC, a Delaware limited liability company (the “Sponsor”) an aggregate of 4,312,500 3,593,750 Shares (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In May 2020, the Sponsor transferred 75,000 Insider Shares to three of the Company’s directors and in August 2020 the Sponsor transferred 25,000 Insider Shares to another of the Company’s directors (collectively the “Initial Transferees”). On August 24, 2020, the Sponsor canceled 1,437,500 Insider Shares, resulting in an aggregate holding of 2,156,250 Insider Shares. On September 9, 2020, the Initial Transferees each transferred 15,000 Insider Shares to the Sponsor. On September 9, 2020, the Sponsor transferred 10,000 shares to another of the Company’s directors (collectively with the Sponsor and the Initial Transferees, the “Initial Stockholders”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below). The Sponsor Initial Stockholders shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination, or entering into contractual arrangements with one or more businesses or entities (“Business Combination”) within the required time period. The Sponsor Initial Stockholders shall not have conversion rights with respect to the Insider Shares nor shall the Sponsor Initial Stockholders be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If the Over-Allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum of 562,500 281,250 Insider Shares, as is necessary to maintain the Sponsor’s Initial Stockholders’ 20% beneficial ownership in the Company’s Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but excluding the issuance of the Private Units and the purchase of any shares in the Offering. 1.3.2 1.4.2. Simultaneously with the Closing Date, the Sponsor and the Representative (and/or their its designees) will purchase from the Company pursuant to the Subscription Agreements Agreement (as defined in Section 2.24.2 below), (i) an aggregate of 200,000 Units and 100,000 Units, respectively (the “Private Units”) at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 3,300,000 Warrants and 500,00 Warrants, respectively (the “Private Warrants”) ), at a purchase price of $1.00 per Private Warrant, in each case in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Units and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have has also agreed that, in the event the Representative has Representatives have exercised the Over-allotment Option, they will purchase up to 20,000 and 10,000 337,500 additional Private Units, respectively, and up to 100,000 and 50,000 additional Private Warrants, respectively, Warrants and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units and Private Warrants into the Trust Fund such that the amount of funds in the Trust Fund shall be $10.00 10.10 per Public Share sold in the Offering. The purchase price for the Private Units and Private Warrants shall have been delivered to CST&T or counsel for the Company or the Representative Representatives to hold in a separate escrow account at least twenty-four (24) 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Private Placements. 1.3.1 1.3.1. In August 2019November 2020, the Company issued to Greenrose Associates LLC Special Sits General Partner I SA (the “SponsorInitial Holder”) an ), for aggregate consideration of 4,312,500 Shares $25,000, 2,875,000 shares of common stock (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In February 2021, (a) the Company effected a stock dividend of approximately 0.5 shares for each share outstanding resulting in there being an aggregate of 4,312,500 Insider Shares outstanding and (b) the Initial Holder transferred the Insider Shares to Springwater Promote LLC (the “Sponsor”). No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below)Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, reorganization or other similar business combination, or entering into contractual arrangements arrangements, with one or more businesses or entities (“Business Combination”) within the required time periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the Sponsor it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum 562,500 of 562,500 the Insider Shares, as is Shares shall be forfeited in an amount necessary to maintain the Sponsor’s 20% beneficial ownership interest in the Company’s Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the issuance Representative’s Shares (defined below), Private Shares (defined below) and any shares purchased in the Offering by the Company’s officers, directors or their affiliates (“Insiders”)). 1.3.2. In December 2020, the Company issued to the Representative and its designees, for an aggregate of approximately $22.50, 225,000 shares of Common Stock in a private placement intended to be exempt from registration under Section 4(a)(2) of the Private Act. In July 2021, the Company issued to the Representative and its designees, for an aggregate of $17.50, an additional 175,000 shares of Common Stock, resulting in the Representative and its designees owning an aggregate of 375,000 shares of Common Stock (the “Representative’s Shares”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Representative’s Shares. The holders of the Representative’s Shares have agreed not to transfer, assign or sell any Representative’s Shares without the Company’s prior consent until the completion of the Business Combination. The Representative’s Shares are identical to the shares of Common Stock included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion or redemption rights with respect to such Representative’s Shares and shall not be entitled to sell any such shares to the purchase Company in any tender offer in connection with a proposed Business Combination or amendment to the Charter Documents (as defined below) relating to pre-Business Combination activity and (ii) will have no right to any liquidation distributions with respect to any portion of the Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e) (1) following the commencement of sales of the Offering to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) an officer, partner, associated person or affiliate of the Representative or of any shares such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e)(1), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the commencement of sales of the Offering. The certificates for the Representative’s Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). 1.3.2 1.3.3. Simultaneously with the Closing Date, the Sponsor and Sponsor, the Representative (and/or their designees) respective designees will purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 below), (i) an aggregate of 200,000 Units and 100,000 Units, respectively 645,000 units (the “Private Units”), each consisting of one share of Common Stock (the “Private Shares”) and one-half of one warrant (the “Private Warrants” and together with the Private Units and Private Shares, the “Private Securities”)), at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 Warrants and 500,00 Warrants, respectively (the “Private Warrants”) at a purchase price of $1.00 per Private Warrant, in each case in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Units Units, Private Shares and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have also agreed that, in the event the Representative has exercised the Over-allotment OptionOption is exercised, they or their respective designees will purchase up to 20,000 and 10,000 67,500 additional Private Units, respectively, and up to 100,000 and 50,000 additional Private Warrants, respectively, Units and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units and Private Warrants into the Trust Fund Account such that the amount of funds in the Trust Fund Account shall be $10.00 10.10 per Public Share sold in the Offering. The purchase price for the Private Units and Private Warrants shall have been delivered to CST&T or counsel for the Company or the Representative to hold in a separate escrow account at least twenty-four (24) hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Private Placements. 1.3.1 In August 2019July 2021, the Company issued to Greenrose Associates LLC Keyarch Global Sponsor Limited (the “Sponsor”) an ), for aggregate consideration of 4,312,500 Shares $25,000, 2,875,000 Class B ordinary shares (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below)Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, reorganization or other similar business combination, or entering into contractual arrangements arrangements, with one or more businesses or entities (“Business Combination”) within the required time periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the Sponsor it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum 375,000 of 562,500 the Insider Shares, as is Shares shall be forfeited in an amount necessary to maintain the Sponsor’s 20% beneficial ownership interest in the Company’s Common Stock Ordinary Shares after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the issuance of EBC Founder Shares (defined below), the Private Units Shares (defined below) and the purchase of any shares purchased in the OfferingOffering by the Sponsor or the Company’s officers, directors or their affiliates (“Insiders”)). 1.3.2 Simultaneously with the Closing Date, the Sponsor and Sponsor, the Representative (and/or their designees) designees will purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 below), (i) an aggregate of 200,000 Units and 100,000 Units, respectively 550,000 units (the “Private Units”), each consisting of one Ordinary Share (the “Private Shares”), one Right (the “Private Rights”) and one-half of one warrant (the “Private Warrants” and together with the Private Units, Private Shares and Private Rights, the “Private Securities”)), with the Sponsor purchasing 500,000 Private Units and the Representative purchasing 50,000 Private Units, at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 Warrants and 500,00 Warrants, respectively (the “Private Warrants”) at a purchase price of $1.00 per Private Warrant, in each case in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Units Units, Private Shares, Private Rights and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have has also agreed that, in the event the Representative has exercised the Over-allotment OptionOption is exercised, they and/or their designees will purchase up to 20,000 and 10,000 45,000 additional Private Units, respectively, with the Sponsor purchasing 40,909 Private Units and up to 100,000 and 50,000 additional the Represenatative purchasing 4,091 Private Warrants, respectivelyUnits, and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units and Private Warrants into the Trust Fund Account such that the amount of funds in the Trust Fund Account shall be $10.00 10.10 per Public Share sold in the Offering. 1.3.3 In August 2021, the Company issued to EarlyBirdCapital, Inc., for $20.00, 200,000 Ordinary Shares (the “EBC Founder Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the EBC Founder Shares. The purchase price holders of the EBC Founder Shares have agreed not to transfer, assign or sell any EBC Founder Shares without the Company’s prior consent until the completion of a Business Combination. The EBC Founder Shares are identical to the Ordinary Shares included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion or redemption rights with respect to such EBC Founder Shares and shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination or amendment to the Charter Documents (as defined below) relating to pre-Business Combination activity and (ii) will have no right to any liquidation distributions with respect to any portion of the EBC Founder Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the EBC Founder Shares will not sell, transfer, assign, pledge or hypothecate any of the EBC Founder Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the EBC Founder Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Private Units EBC Founder Shares shall contain legends to reflect the above FINRA and Private Warrants contractual transfer restrictions. The holders of the EBC Founder Shares shall have been delivered to CST&T or counsel registration rights as provided for in the Company or the Representative to hold Registration Rights Agreement (as defined in a separate escrow account at least twenty-four (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 beSection 2.24.5).

Private Placements. 1.3.1 1.3.1. In August 2019November 2020, the Company issued to Greenrose Associates Goal Acquisitions Sponsor, LLC (the “Sponsor”) an and certain other officers, directors or their affiliates or designees (collectively, the “Insiders”), for aggregate consideration of 4,312,500 Shares $25,000, 5,750,000 shares of common stock (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). On December 16, 2020, the Company effected a stock dividend of 0.125 shares of Common Stock for each outstanding share of Common Stock, resulting in there being an aggregate of 6,468,750 Insider Shares outstanding. No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below)Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, reorganization or other similar business combination, or entering into contractual arrangements arrangements, with one or more businesses or entities (“Business Combination”) within the required time periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the Sponsor it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum 843,750 of 562,500 the Insider Shares, as is Shares shall be forfeited in an amount necessary to maintain the Sponsor’s 20% beneficial ownership interest in the Company’s Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the issuance Representative’s Shares (defined below), Private Shares (defined below) and any shares purchased in the Offering by the Insiders. 1.3.2. In January 2021, the Company issued to the Representative and its designees, for an aggregate of approximately $15.00, 150,000 shares of Common Stock (the “Representative’s Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Private Act. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Representative’s Shares. The holders of the Representative’s Shares have agreed not to transfer, assign or sell any Representative’s Shares without the Company’s prior consent until the completion of an initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”). The Representative’s Shares are identical to the shares of Common Stock included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion or redemption rights with respect to such Representative’s Shares and shall not be entitled to sell any such shares to the purchase Company in any tender offer in connection with a proposed Business Combination or amendment to the Charter Documents (as defined below) relating to pre-Business Combination activity and (ii) will have no right to any liquidation distributions with respect to any portion of the Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any shares such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the Offering.economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). EarlyBirdCapital, Inc.__________, 2021Page 5 of 41 1.3.2 1.3.3. Simultaneously with the Closing Date, the Sponsor and the Representative (and/or their designees) its designees will purchase from the Company pursuant to the Subscription Agreements Agreement (as defined in Section 2.24.2 below), (i) an aggregate of 200,000 Units and 100,000 Units, respectively 600,000 units (the “Private Units”), each consisting of one share of Common Stock (the “Private Shares”) and one warrant (the “Private Warrants” and together with the Private Units and Private Shares, the “Private Securities”)), at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 Warrants and 500,00 Warrants, respectively (the “Private Warrants”) at a purchase price of $1.00 per Private Warrant, in each case in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Units Units, Private Shares and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have has also agreed that, in the event the Representative has exercised the Over-allotment OptionOption is exercised, they it and/or its designees will purchase up to 20,000 and 10,000 67,500 additional Private Units, respectively, and up to 100,000 and 50,000 additional Private Warrants, respectively, Units and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units and Private Warrants into the Trust Fund Account such that the amount of funds in the Trust Fund Account shall be $10.00 per Public Share sold in the Offering. The purchase price for the Private Units and Private Warrants shall have been delivered to CST&T or counsel for the Company or the Representative to hold in a separate escrow account at least twenty-four (24) hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Private Placements. 1.3.1 1.4.1 In August 2019connection with the Company’s organization, the Company issued to Greenrose Associates Matlin & Partners Acquisition Sponsor LLC (the “Sponsor”) ), for an aggregate consideration of 4,312,500 Shares $25,000, 8,625,000 shares of Class F Common Stock (the “Insider Founder Shares”) in a private placement intended to be (the “Insider Private Placement”) exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the sale ) (up to 1,125,000 of the Insider Shares. The Insider Shares shall be held in escrow and which are subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below). The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination, or entering into contractual arrangements with one or more businesses or entities (“Business Combination”) within the required time period. The Sponsor shall not have conversion rights with respect forfeiture to the Insider Shares nor shall the Sponsor be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If extent the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum of 562,500 Insider Shares, as is necessary to maintain the Sponsor’s 20% beneficial ownership in the Company’s Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but excluding the issuance of the Private Units and the purchase of any shares in the Offering. 1.3.2 Simultaneously with the Closing Date, the Sponsor and the Representative (and/or their designees) will purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 below), (i) an aggregate of 200,000 Units and 100,000 Units, respectively (the “Private Units”) at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 Warrants and 500,00 Warrants, respectively (the “Private Warrants”) at a purchase price of $1.00 per Private Warrant, in each case in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Units and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 belowfull). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Insider Private Placement. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Insider Stockholders until the earlier of: (i) one year following the consummation of the Business Combination; or (ii) when the closing price of the shares of Common Stock exceeds $12.00 per share for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination. The Sponsor and Insider Stockholders shall have no right to any liquidation distributions with respect to any portion of the Representative have also agreed that, Founder Shares in the event the Representative has Company fails to consummate a Business Combination. The Insider Stockholders shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares such that the Founder Shares will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option. 1.4.2 Simultaneously with the Closing Date, they the Sponsor and Cantor Fxxxxxxxxx will consummate the purchase up from the Company pursuant to 20,000 Warrant Purchase Agreements (as defined in Section 2.21.2 hereof), of 15,500,000 warrants (14,500,000 to the Sponsor and 10,000 additional 1,000,000 to Cantor) which warrants are identical to the Warrants except as described below (the “Placement Warrants”) at a purchase price of $0.50 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 is referred to herein as the “Warrant Private Units, respectively, Placement.” The Placement Warrants and up to 100,000 and 50,000 additional Private the shares of Common Stock issuable upon exercise of the Placement Warrants, respectivelyare hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Warrants sold in the Warrant Private Placement. The Placement Warrants are identical to the Warrants except that the Placement Warrants will be non-redeemable by the Company, may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees and may not be exercised after five years from the effective date of the Registration Statement (as defined below) if held by Cantor Fxxxxxxxxx or its designees or affiliates. None of the Placement Securities may be sold, assigned or transferred by the initial purchasers or their permitted transferees until thirty (30) days after consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities and the Company shall cause Founder Shares are hereinafter referred to be deposited an amount of additional collectively as the “Securities.” The proceeds from the sale of such additional Private Units and Private the Placement Warrants shall be deposited into the Trust Fund such that the amount of funds in the Trust Fund shall be $10.00 per Public Share sold in the Offering. The purchase price for the Private Units and Private Warrants shall have been delivered to CST&T or counsel for the Company or the Representative to hold in a separate escrow account at least twenty-four (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 beAccount.

Private Placements. 1.3.1 In August 20191.4.1. On February 1, 2020, the Company issued to Greenrose Associates LLC LifeSci Holdings LLC, a Delaware limited liability company (the “Sponsor”) ), an aggregate of 4,312,500 2,156,250 Shares (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). On [ ], 2021, the Sponsor transferred 6,000 Insider Shares to each of the director nominee of the Company (collectively with the Sponsor, the “Initial Stockholders”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below). The Sponsor Initial Stockholders shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination, or entering into contractual arrangements with one or more businesses or entities (“Business Combination”) within the required time period. The Sponsor Initial Stockholders shall not have conversion rights with respect to the Insider Shares nor shall the Sponsor Initial Stockholders be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If the Over-Allotment Option is not exercised by the Underwriters in full or in part, the Sponsor Initial Stockholders shall forfeit such number of Insider Shares, up to a maximum of 562,500 281,250 Insider Shares, as is necessary to maintain the Sponsor’s Sponsors’ 20% beneficial ownership in the Company’s Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but excluding the issuance of the Private Units and the purchase of any shares in the Offering. 1.3.2 1.4.2. Simultaneously with the Closing Date, the Sponsor and the Representative (and/or their its designees) will purchase from the Company pursuant to the Subscription Agreements Agreement (as defined in Section 2.24.2 below), (i) an aggregate of 200,000 Units and 100,000 Units, respectively 3,000,000 warrants (the “Private UnitsWarrants”) ), at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 Warrants and 500,00 Warrants, respectively (the “Private Warrants”) at a purchase price of $1.00 0.66 per Private Warrant, in each case in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Units and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have has also agreed that, in the event the Representative has Representatives have exercised the Over-allotment Option, they the Sponsor will purchase up to 20,000 and 10,000 450,000 additional Private Units, respectively, and up to 100,000 and 50,000 additional Warrants at the purchase price of $0.66 per Private Warrants, respectively, Warrant and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units and Private Warrants into the Trust Fund such that the amount of funds in the Trust Fund shall be $10.00 per Public Share sold in the Offering. The purchase price for the Private Units and Private Warrants shall have been delivered to CST&T or counsel for the Company or the Representative Representatives to hold in a separate escrow account at least twenty-four (24) 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Private Placements. 1.3.1 1.4.1 In August 2019connection with the Company’s organization, the Company issued to Greenrose Associates Matlin & Partners Acquisition Sponsor LLC (the “Sponsor”) ), for an aggregate consideration of 4,312,500 Shares $25,000, 8,625,000 shares of Class F Common Stock (the “Insider Founder Shares”) in a private placement intended to be (the “Insider Private Placement”) exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the sale ) (up to 1,125,000 of the Insider Shares. The Insider Shares shall be held in escrow and which are subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below). The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination, or entering into contractual arrangements with one or more businesses or entities (“Business Combination”) within the required time period. The Sponsor shall not have conversion rights with respect forfeiture to the Insider Shares nor shall the Sponsor be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If extent the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum of 562,500 Insider Shares, as is necessary to maintain the Sponsor’s 20% beneficial ownership in the Company’s Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but excluding the issuance of the Private Units and the purchase of any shares in the Offering. 1.3.2 Simultaneously with the Closing Date, the Sponsor and the Representative (and/or their designees) will purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 below), (i) an aggregate of 200,000 Units and 100,000 Units, respectively (the “Private Units”) at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 Warrants and 500,00 Warrants, respectively (the “Private Warrants”) at a purchase price of $1.00 per Private Warrant, in each case in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Units and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 belowfull). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Insider Private Placement. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Insider Stockholders until the earlier of: (i) one year following the consummation of the Business Combination; or (ii) when the closing price of the shares of Common Stock exceeds $12.00 per share for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination. The Sponsor and Insider Stockholders shall have no right to any liquidation distributions with respect to any portion of the Representative have also agreed that, Founder Shares in the event the Representative has Company fails to consummate a Business Combination. The Insider Stockholders shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares such that the Founder Shares will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option. 1.4.2 Simultaneously with the Closing Date, they the Sponsor and Cantor Xxxxxxxxxx will consummate the purchase up from the Company pursuant to 20,000 Warrant Purchase Agreements (as defined in Section 2.21.2 hereof), of 15,500,000 warrants (14,500,000 to the Sponsor and 10,000 additional 1,000,000 to Cantor) which warrants are identical to the Warrants except as described below (the “Placement Warrants”) at a purchase price of $0.50 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 is referred to herein as the “Warrant Private Units, respectively, Placement.” The Placement Warrants and up to 100,000 and 50,000 additional Private the shares of Common Stock issuable upon exercise of the Placement Warrants, respectivelyare hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Warrants sold in the Warrant Private Placement. The Placement Warrants are identical to the Warrants except that the Placement Warrants will be non-redeemable by the Company, may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees and may not be exercised after five years from the effective date of the Registration Statement (as defined below) if held by Cantor Xxxxxxxxxx or its designees or affiliates. None of the Placement Securities may be sold, assigned or transferred by the initial purchasers or their permitted transferees until thirty (30) days after consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities and the Company shall cause Founder Shares are hereinafter referred to be deposited an amount of additional collectively as the “Securities.” The proceeds from the sale of such additional Private Units and Private the Placement Warrants shall be deposited into the Trust Fund such that the amount of funds in the Trust Fund shall be $10.00 per Public Share sold in the Offering. The purchase price for the Private Units and Private Warrants shall have been delivered to CST&T or counsel for the Company or the Representative to hold in a separate escrow account at least twenty-four (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 beAccount.

Private Placements. 1.3.1 1.3.1. In August 2019November 2020, the Company issued to Greenrose Associates LLC Special Sits General Partner I SA (the “SponsorInitial Holder”) an ), for aggregate consideration of 4,312,500 Shares $25,000, 2,875,000 shares of common stock (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In February 2021, (a) the Company effected a stock dividend of approximately 0.5 shares for each share outstanding resulting in there being an aggregate of 4,312,500 Insider Shares outstanding and (b) the Initial Holder transferred the Insider Shares to Springwater Promote LLC (the “Sponsor”). No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below)Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, reorganization or other similar business combination, or entering into contractual arrangements arrangements, with one or more businesses or entities (“Business Combination”) within the required time periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the Sponsor it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum 562,500 of 562,500 the Insider Shares, as is Shares shall be forfeited in an amount necessary to maintain the Sponsor’s 20% beneficial ownership interest in the Company’s Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the issuance Representative’s Shares (defined below), Private Shares (defined below) and any shares purchased in the Offering by the Company’s officers, directors or their affiliates (“Insiders”)). 1.3.2. In December 2020, the Company issued to the Representative and its designees, for an aggregate of approximately $22.50, 225,000 shares of Common Stock (the “Representative’s Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Private Act. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Representative’s Shares. The holders of the Representative’s Shares have agreed not to transfer, assign or sell any Representative’s Shares without the Company’s prior consent until the completion of the Business Combination. The Representative’s Shares are identical to the shares of Common Stock included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion or redemption rights with respect to such Representative’s Shares and shall not be entitled to sell any such shares to the purchase Company in any tender offer in connection with a proposed Business Combination or amendment to the Charter Documents (as defined below) relating to pre-Business Combination activity and (ii) will have no right to any liquidation distributions with respect to any portion of the Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e) (1) following the commencement of sales of the Offering to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) an officer, partner, associated person or affiliate of the Representative or of any shares such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e)(1), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the commencement of sales of the Offering. The certificates for the Representative’s Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). 1.3.2 1.3.3. Simultaneously with the Closing Date, the Sponsor and the Representative (and/or their its designees) will purchase from the Company pursuant to the Subscription Agreements Agreement (as defined in Section 2.24.2 below), (i) an aggregate of 200,000 Units and 100,000 Units, respectively 425,000 units (the “Private Units”), each consisting of one share of Common Stock (the “Private Shares”) and one-half of one warrant (the “Private Warrants” and together with the Private Units and Private Shares, the “Private Securities”)), at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 Warrants and 500,00 Warrants, respectively (the “Private Warrants”) at a purchase price of $1.00 per Private Warrant, in each case in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Units Units, Private Shares and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have has also agreed that, in the event the Representative has exercised the Over-allotment OptionOption is exercised, they it will purchase up to 20,000 and 10,000 45,000 additional Private Units, respectively, and up to 100,000 and 50,000 additional Private Warrants, respectively, Units and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units and Private Warrants into the Trust Fund Account such that the amount of funds in the Trust Fund Account shall be $10.00 per Public Share sold in the Offering. The purchase price for the Private Units and Private Warrants shall have been delivered to CST&T or counsel for the Company or the Representative to hold in a separate escrow account at least twenty-four (24) hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Private Placements. 1.3.1 1.4.1. In August March 2019, the Company issued to Greenrose Associates LLC Tuscan Holdings Acquisition II LLC, a Delaware limited liability company (the “Sponsor”) an aggregate of 4,312,500 3,593,750 Shares (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In July 2019, the Company effectuated a stock dividend of 0.2 shares of Common Stock for each outstanding share of Common Stock, resulting in the Sponsor holding an aggregate of 4,312,500 Insider Shares. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below). The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination, or entering into contractual arrangements with one or more businesses or entities (“Business Combination”) within the required time period. The Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the Sponsor be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If the Over-Allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum of 562,500 Insider Shares, as is necessary to maintain the Sponsor’s 20% beneficial ownership in the Company’s Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but excluding the issuance of the Representative’s Shares and the Private Units and the purchase of any shares in the Offering. 1.3.2 1.4.2. Simultaneously with the Closing Date, the Sponsor and the Representative (and/or their designees) will purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 below), (i) an aggregate of 200,000 179,638 Units and 100,000 35,362 Units, respectively (the “Private Units”) ), at a purchase price of $10.00 per Private Unit Unit, and (ii) an aggregate of 1,000,000 1,796,380 Warrants and 500,00 353,620 Warrants, respectively (the “Private Warrants”) ), at a purchase price of $1.00 per Private Warrant, in each case in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Units and the Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have also agreed that, in the event the Representative has exercised the Over-allotment Option, they will purchase up to 20,000 18,800 and 10,000 3,700 additional Private Units, respectively, and up to 100,000 187,992 and 50,000 37,008 additional Private Warrants, respectively, and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units and Private Warrants into the Trust Fund such that the amount of funds in the Trust Fund shall be $10.00 per Public Share sold in the Offering. The purchase price for the Private Units and the Private Warrants shall have been delivered to CST&T or counsel for the Company or the Representative to hold in a separate escrow account at least twenty-four (24) 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. 1.4.3. In March 2019, the Company issued to designees of the Representative an aggregate of 156,250 Shares (the “Representative’s Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. In July 2019, the Company effectuated a stock dividend of 0.2 shares of Common Stock for each outstanding share of Common Stock, resulting in the designees of the Representative holding an aggregate of 187,500 Representative’s Shares. The Representative’s Shares are identical to the Shares included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion or redemption rights with respect to such Representative’s Shares and shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination and (ii) will have no right to any liquidation distributions with respect to any portion of the Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. Additionally, the registered holders of the Representative’s Shares will have registration rights with respect to the Representative’s Shares as set forth in the Registration Rights Agreement (as defined in Section 2.24.5 below). The registered holders of the Representative’s Shares will not sell during the offering, or sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(g), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Shares contain legends to reflect the above FINRA and contractual transfer restrictions.

Private Placements. 1.3.1 In August 20191.3.1. On October 13, 2020, the Company issued to Greenrose Associates DD3 Sponsor Group, LLC (the “Sponsor”) an ), for aggregate consideration of 4,312,500 Shares $25,000, 2,875,000 shares of Class B common stock (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below)Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, reorganization or other similar business combination, or entering into contractual arrangements arrangements, with one or more businesses or entities (“Business Combination”) within the required time periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the Sponsor it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum 375,000 of 562,500 the Insider Shares, as is Shares shall be forfeited in an amount necessary to maintain the Sponsor’s 20% beneficial ownership interest in the Company’s Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the issuance of the Private Units Shares (defined below) and the purchase of any shares purchased in the OfferingOffering by the Company’s officers, directors or their affiliates (“Insiders”)). 1.3.2 1.3.2. Simultaneously with the Closing Date, the Sponsor and the Representative Forward Purchasers (and/or their designeesas defined in Section 2.28) will purchase from the Company pursuant to the Subscription Agreements Agreement (as defined in Section 2.24.2 below), (i) an aggregate of 200,000 Units and 100,000 Units, respectively 320,000 units (the “Private Units”), each consisting of one share of Common Stock (the “Private Shares”) and one-half of one warrant (the “Private Warrants” and together with the Private Units and Private Shares, the “Private Securities”)), at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 Warrants and 500,00 Warrants, respectively (the “Private Warrants”) at a purchase price of $1.00 per Private Warrant, in each case in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Units Units, Private Shares and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative Forward Purchasers have also agreed that, in the event the Representative has exercised the Over-allotment OptionOption is exercised, they will purchase up to 20,000 and 10,000 30,000 additional Private Units, respectively, and up to 100,000 and 50,000 additional Private Warrants, respectively, Units and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units and Private Warrants into the Trust Fund Account such that the amount of funds in the Trust Fund Account shall be $10.00 per Public Share sold in the Offering. The purchase price for the Private Units and Private Warrants shall have been delivered to CST&T or counsel for the Company or the Representative to hold in a separate escrow account at least twenty-four (24) hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Private Placements. 1.3.1 1.3.1. In August 2019November 2020, the Company issued to Greenrose Associates Goal Acquisitions Sponsor, LLC (the “Sponsor”) an and certain other officers, directors or their affiliates or designees (collectively, the “Insiders”), for aggregate consideration of 4,312,500 Shares $25,000, 5,750,000 shares of common stock (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). On December 16, 2020, the Company effected a stock dividend of 0.125 shares of Common Stock for each outstanding share of Common Stock, resulting in there being an aggregate of 6,468,750 Insider Shares outstanding. No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below)Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, reorganization or other similar business combination, or entering into contractual arrangements arrangements, with one or more businesses or entities (“Business Combination”) within the required time periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the Sponsor it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum 843,750 of 562,500 the Insider Shares, as is Shares shall be forfeited in an amount necessary to maintain the Sponsor’s 20% beneficial ownership interest in the Company’s Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the issuance Representative’s Shares (defined below), Private Shares (defined below) and any shares purchased in the Offering by the Insiders. 1.3.2. In January 2021, the Company issued to the Representative and its designees, for an aggregate of approximately $15.00, 150,000 shares of Common Stock (the “Representative’s Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Private Act. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Representative’s Shares. The holders of the Representative’s Shares have agreed not to transfer, assign or sell any Representative’s Shares without the Company’s prior consent until the completion of an initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”). The Representative’s Shares are identical to the shares of Common Stock included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion or redemption rights with respect to such Representative’s Shares and shall not be entitled to sell any such shares to the purchase Company in any tender offer in connection with a proposed Business Combination or amendment to the Charter Documents (as defined below) relating to pre-Business Combination activity and (ii) will have no right to any liquidation distributions with respect to any portion of the Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any shares such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the Offering.economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). EarlyBirdCapital, Inc.February 10, 2021Page 5 of 41 1.3.2 1.3.3. Simultaneously with the Closing Date, the Sponsor and the Representative (and/or their designees) its designees will purchase from the Company pursuant to the Subscription Agreements Agreement (as defined in Section 2.24.2 below), (i) an aggregate of 200,000 Units and 100,000 Units, respectively 600,000 units (the “Private Units”), each consisting of one share of Common Stock (the “Private Shares”) and one warrant (the “Private Warrants” and together with the Private Units and Private Shares, the “Private Securities”)), at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 Warrants and 500,00 Warrants, respectively (the “Private Warrants”) at a purchase price of $1.00 per Private Warrant, in each case in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Units Units, Private Shares and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have has also agreed that, in the event the Representative has exercised the Over-allotment OptionOption is exercised, they it and/or its designees will purchase up to 20,000 and 10,000 67,500 additional Private Units, respectively, and up to 100,000 and 50,000 additional Private Warrants, respectively, Units and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units and Private Warrants into the Trust Fund Account such that the amount of funds in the Trust Fund Account shall be $10.00 per Public Share sold in the Offering. The purchase price for the Private Units and Private Warrants shall have been delivered to CST&T or counsel for the Company or the Representative to hold in a separate escrow account at least twenty-four (24) hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Private Placements. 1.3.1 1.3.1. In August 2019October 2020, the Company issued to Greenrose Associates VO Sponsor, LLC (the “Sponsor”) an ), for aggregate consideration of 4,312,500 Shares $25,000, 2,875,000 shares of common stock (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In February 2021, the Company effected a stock dividend of 0.25 shares (the “Dividend”) for each share outstanding resulting in there being an aggregate of 3,593,750 Insider Shares outstanding. No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below)Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, reorganization or other similar business combination, or entering into contractual arrangements arrangements, with one or more businesses or entities (“Business Combination”) within the required time periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the Sponsor it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum 468,750 of 562,500 the Insider Shares, as is Shares shall be forfeited in an amount necessary to maintain the Sponsor’s 20% beneficial ownership interest in the Company’s Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the issuance Representative’s Shares (defined below), Private Shares (defined below) and any shares purchased in the Offering by the Company’s officers, directors or their affiliates (“Insiders”)). 1.3.2. In November 2020, the Company issued to the Representative and its designees, for an aggregate of approximately $10.00, 100,000 shares (after giving effect to the Dividend) of Common Stock (the “Representative’s Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Private Act. On March 2, 2021, the Company effected a 1.25 for 1 dividend resulting in there being 125,000 Representative Shares outstanding. On the same date, the Representative returned 25,000 shares to the Company, at no cost. On March 9, 2021, the Company also issued to the Representative and its designees an additional 100,000 Representative Shares at a price of $0.0001 per share, resulting in 200,000 Representative Shares being outstanding. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Representative’s Shares. The holders of the Representative’s Shares have agreed not to transfer, assign or sell any Representative’s Shares without the Company’s prior consent until the completion of an initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”). The Representative’s Shares are identical to the shares of Common Stock included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion or redemption rights with respect to such Representative’s Shares and shall not be entitled to sell any such shares to the purchase Company in any tender offer in connection with a proposed Business Combination or amendment to the Charter Documents (as defined below) relating to pre-Business Combination activity and (ii) will have no right to any liquidation distributions with respect to any portion of the Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any shares such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the Offeringeconomic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). 1.3.2 1.3.3. Simultaneously with the Closing Date, the Sponsor and the Representative (and/or their designees) designees will purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 below), (i) an aggregate of 200,000 Units and 100,000 Units, respectively 475,000 units (the “Private Units”), each consisting of one share of Common Stock (the “Private Shares”) and one-half of one warrant (the “Private Warrants” and together with the Private Units and Private Shares, the “Private Securities”)), of which the Sponsor will purchase 450,000 Private Units and the Representative and/or its designees will purchase 25,000 Private Units, at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 Warrants and 500,00 Warrants, respectively (the “Private Warrants”) at a purchase price of $1.00 per Private Warrant, in each case in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Units Units, Private Shares and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have also agreed that, in the event the Representative has exercised the Over-allotment OptionOption is exercised, they and/or their designees will purchase up to 20,000 and 10,000 37,500 additional Private Units, respectively, which the Sponsor will purchase 35,526 Private Units and up to 100,000 and 50,000 additional the Representative and/or its designees will purchase 1,974 Private Warrants, respectivelyUnits, and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units and Private Warrants into the Trust Fund Account such that the amount of funds in the Trust Fund Account shall be $10.00 per Public Share sold in the Offering. The purchase price for the Private Units and Private Warrants shall have been delivered to CST&T or counsel for the Company or the Representative to hold in a separate escrow account at least twenty-four (24) hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Private Placements. 1.3.1 In 1.3.1. On August 201911, 2020, the Company issued to Greenrose Associates Astrea Acquisition Sponsor LLC (the “Sponsor”) an ), for aggregate consideration of $25,000, 4,312,500 Shares shares of common stock (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below)Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, reorganization or other similar business combination, or entering into contractual arrangements arrangements, with one or more businesses or entities (“Business Combination”) within the required time periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the Sponsor it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum 562,500 of 562,500 the Insider Shares, as is Shares shall be forfeited in an amount necessary to maintain the Sponsor’s 20% beneficial ownership interest in the Company’s Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the issuance of the Private Units Shares (defined below) and the purchase of any shares purchased in the OfferingOffering by the Company’s officers, directors or their affiliates (“Insiders”)). 1.3.2 1.3.2. Simultaneously with the Closing Date, the Sponsor and the Representative (and/or their designees) will purchase from the Company pursuant to the Subscription Agreements Agreement (as defined in Section 2.24.2 below), (i) an aggregate of 200,000 Units and 100,000 Units, respectively 430,000 units (the “Private Units”), each consisting of one share of Common Stock (the “Private Shares”) and one-half of one warrant (the “Private Warrants” and together with the Private Units and Private Shares, the “Private Securities”)), at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 Warrants and 500,00 Warrants, respectively (the “Private Warrants”) at a purchase price of $1.00 per Private Warrant, in each case in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Units Units, Private Shares and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have has also agreed that, in the event the Representative has exercised the Over-allotment OptionOption is exercised, they will purchase up to 20,000 and 10,000 45,000 additional Private Units, respectively, and up to 100,000 and 50,000 additional Private Warrants, respectively, Units and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units and Private Warrants into the Trust Fund Account such that the amount of funds in the Trust Fund Account shall be $10.00 per Public Share sold in the Offering. The purchase price for the Private Units and Private Warrants shall have been delivered to CST&T or counsel for the Company or the Representative to hold in a separate escrow account at least twenty-four (24) hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Private Placements. 1.3.1 1.3.1. In August 2019March 2020, the Company issued to Greenrose Associates LLC (the “Sponsor”) an aggregate of 4,312,500 Shares 2,875,000 shares of Common Stock (the “Insider Shares”) ), for the aggregate consideration of $25,000, in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and be subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below)Registration Statement. The Sponsor holders of the Insider Shares shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination, or entering into contractual arrangements with one or more businesses or entities (“Business Combination”) within the required time period. The Sponsor holders of the Insider Shares shall not have conversion rights with respect to the Insider Shares nor shall the Sponsor holders be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If the Over-Allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum an aggregate of 562,500 375,000 Insider SharesShares shall be required to be forfeited by the holders thereof, as is necessary to maintain the Sponsor’s 20% beneficial ownership in percentage of the Company’s Common Stock held by the holders of Insider Shares at 20% after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but excluding the issuance of the Private Units Representative Shares (defined below) and the purchase of any shares Firm Units in the Offering. EarlyBirdCapital, Inc._________, 2020Page 4 of 45 1.3.2. In March 2020, the Company issued to the Representative and its designees an aggregate of 150,000 shares of Common Stock (the “Representative’s Shares”) at a price of $0.0001 per share in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. The Representative’s Shares are identical to the shares of Common Stock included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion rights with respect to such Representative’s Shares and shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination or certain amendments to the Charter Documents (as defined below) as described in the Prospectus (as defined in Section 2.1.1 below) and (ii) will have no right to any liquidation distributions with respect to any portion of the Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the Representative’s Shares have agreed not to transfer, assign or sell any Representative’s Shares without the Company’s prior consent until the consummation of an initial Business Combination. Additionally, the holders of the Representative’s Shares will not sell during the Offering, or sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Moreover, pursuant to FINRA Conduct Rule 5110(g), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The holders of the Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5 below). 1.3.2 1.3.3. Simultaneously with the Closing Date, certain stockholders of the Sponsor Company (the “Company Purchasers”) and the Representative (and/or their its designees) will purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 below), 2,750,000 warrants and 500,000 warrants of the Company, respectively, or 3,003,846 warrants and 546,154 warrants, respectively, if the Over-Allotment Option is exercised in full (i) an aggregate of 200,000 Units and 100,000 Unitscollectively, respectively (the “Private Units”) at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 Warrants and 500,00 Warrants, respectively (the “Private Warrants”) ), at a purchase price of $1.00 per Private Warrant, in each case Warrant in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Units and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below)Prospectus. No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have also agreed that, in the event the Representative has exercised the Over-allotment Option, they will purchase up to 20,000 and 10,000 additional Private Units, respectively, and up to 100,000 and 50,000 additional Private Warrants, respectively, and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units and Private Warrants into the Trust Fund such that the amount of funds in the Trust Fund shall be $10.00 per Public Share sold in the Offering. The purchase price for the Private Units and Private Warrants shall Warrants, including those to be purchased if the full Over-Allotment Option is exercised, to be purchased by the Company Purchasers have been delivered to CST&T or counsel for the Company or the Representative to hold in a separate escrow account at least twenty-four (24) 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.. The Representative will not sell during the Offering, or sell, transfer, assign, pledge or hypothecate any of its Private Warrants for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(g), the Private Warrants owned by the Representative will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Private Warrants owned by the Representative contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Private Warrants shall have registration rights as provided for in the Registration Rights Agreement. Additionally, for as long as the Private Warrants are held by the Representative or its designees or affiliates, they may not be exercised after five years from the effective date of the Registration Statement. EarlyBirdCapital, Inc._________, 2020Page 5 of 45

Private Placements. 1.3.1 In August 20191.3.1. On May 7, 2021, the Company issued to Greenrose Associates Larkspur Health LLC (the “Sponsor”) ), the Company’s directors, the Representative, and certain other investors for aggregate consideration of $25,000, an aggregate of 4,312,500 Shares 2,156,250 shares (as adjusted pursuant to the forfeiture described herein,the “Founder Shares”) of class B common stock, $0.0001 par value per share (the “Insider Class B Common Stock”), including an aggregate of 632,500 shares of Class B Common Stock issued to the Representative (as adjusted pursuant to the forfeiture described herein, the “Representative’s Shares”) ), in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). On September [__], 2021, the Representative forfeited 21,777 of the Representative’s Shares, resulting in 2,134,473 Founder Shares remaining outstanding. No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Founder Shares. The Insider Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below)Registration Statement. The Sponsor holders of the Founder Shares (i) shall have no right to any liquidation distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, reorganization or other similar business combination, or entering into contractual arrangements arrangements, with one or more businesses or entities (“Business Combination”) within the required time period. The Sponsor period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses, (ii) shall not have conversion be entitled to exercise any redemption rights with respect to the Insider such Founder Shares nor and (iii) shall the Sponsor not be entitled to sell any such Insider Shares shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum 259,473 of 562,500 Insider Shares, as is the Founder Shares (including up to 60,723 Founder Shares held by the Representative) shall be forfeited in an amount necessary to maintain the Sponsor’s holders of Founder Shares’ 20% beneficial ownership interest in the Company’s Common Stock issued and outstanding shares of the Company after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but (excluding any shares purchased in the issuance Offering and any Private Shares purchased in the Private Placement by the Company’s officers, directors or their affiliates (“Insiders”)). 1.3.2. The holders of the Private Units and Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the purchase Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any shares such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the Offeringeconomic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). 1.3.2 1.3.3. Simultaneously with the Closing Date, the Sponsor and the Representative (and/or their designees) will purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 below), (i) an aggregate of 200,000 Units and 100,000 Units, respectively 242,600 units (the “Private Units”), each consisting of one share of Common Stock (the “Private Shares”) and one-half of one warrant (the “Private Warrants” and together with the Private Units and Private Shares, the “Private Securities”)), at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 Warrants and 500,00 Warrants, respectively (the “Private Warrants”) at a purchase price of $1.00 per Private Warrant, in each case in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Units Units, Private Shares and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have also agreed that, in the event the Representative has exercised the Over-allotment Option, they will purchase up to 20,000 and 10,000 additional Private Units, respectively, and up to 100,000 and 50,000 additional Private Warrants, respectively, and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units and Private Warrants into the Trust Fund such that the amount of funds in the Trust Fund shall be $10.00 per Public Share sold in the Offering. The purchase price for the Private Units and Private Warrants shall have been delivered to CST&T or counsel for the Company or the Representative to hold in a separate escrow account at least twenty-four (24) hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Private Placements. 1.3.1 In August 20191.3.1. On October 13, 2020, the Company issued to Greenrose Associates DD3 Sponsor Group, LLC (the “Sponsor”) an ), for aggregate consideration of 4,312,500 Shares $25,000, 2,875,000 shares of Class B common stock (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). On December 7, 2020, the Company effectuated a dividend resulting in there being an aggregate of 3,162,500 Insider Shares outstanding. No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below)Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, reorganization or other similar business combination, or entering into contractual arrangements arrangements, with one or more businesses or entities (“Business Combination”) within the required time periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the Sponsor it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum 412,500 of 562,500 the Insider Shares, as is Shares shall be forfeited in an amount necessary to maintain the Sponsor’s 20% beneficial ownership interest in the Company’s Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the issuance of the Private Units Shares (defined below) and the purchase of any shares purchased in the OfferingOffering by the Company’s officers, directors or their affiliates (“Insiders”)). 1.3.2 1.3.2. Simultaneously with the Closing Date, the Sponsor and the Representative Forward Purchasers (and/or their designeesas defined in Section 2.28) will purchase from the Company pursuant to the Subscription Agreements Agreement (as defined in Section 2.24.2 below), (i) an aggregate of 200,000 Units and 100,000 Units, respectively 340,000 units (the “Private Units”), each consisting of one share of Common Stock (the “Private Shares”) and one-half of one warrant (the “Private Warrants” and together with the Private Units and Private Shares, the “Private Securities”)), at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 Warrants and 500,00 Warrants, respectively (the “Private Warrants”) at a purchase price of $1.00 per Private Warrant, in each case in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Units Units, Private Shares and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative Forward Purchasers have also agreed that, in the event the Representative has exercised the Over-allotment OptionOption is exercised, they will purchase up to 20,000 and 10,000 33,000 additional Private Units, respectively, and up to 100,000 and 50,000 additional Private Warrants, respectively, Units and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units and Private Warrants into the Trust Fund Account such that the amount of funds in the Trust Fund Account shall be $10.00 per Public Share sold in the Offering. The purchase price for the Private Units and Private Warrants shall have been delivered to CST&T or counsel for the Company or the Representative to hold in a separate escrow account at least twenty-four (24) hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Private Placements. 1.3.1 In August 20191.3.1. On January 24, 2021, the Company issued to Greenrose Associates Archimedes Tech SPAC Partners Sponsor LLC (the “Sponsor”) an aggregate of 4,312,500 Shares 2,875,000 shares of Common Stock (the “Insider Shares”) for an aggregate of $25,000 in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below)Registration Statement. The Sponsor holders of the Insider Shares shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination, or entering into contractual arrangements with one or more businesses or entities (“Business Combination”) Combination within the required time periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor holders of the Insider Shares shall not have conversion rights with respect to the Insider Shares nor shall the Sponsor they be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum 375,000 of 562,500 the Insider Shares, as is Shares shall be forfeited in an amount necessary to maintain the Sponsor’s holders’ 20% beneficial ownership interest in the Company’s shares of Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the issuance of Representative’s Shares any shares included in the Private Units (defined below) and any shares purchased in the purchase Offering by the Company’s Sponsor, officers, directors or their affiliates (“Insiders”)). 1.3.2. On January 13, 2021, the Company issued to the Representative and its designees, for an aggregate of $35.00, 350,000 shares of Common Stock (the “Representative’s Shares”) in private placements intended to be exempt from registration under Section 4(a)(2) of the Act. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Representative’s Shares. The holders of the Representative’s Shares have agreed not to transfer, assign or sell any Representative’s Shares without the Company’s prior consent until the completion of an initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”). The Representative’s Shares are identical to the shares of Common Stock included in the Subunits Units except the holders (i) shall not be entitled to exercise any conversion or redemption rights with respect to such Representative’s Shares and shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination or amendment to the Charter Documents (as defined below) relating to pre-Business Combination activity and (ii) will have no right to any liquidation distributions with respect to any portion of the Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any shares such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the Offeringeconomic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). 1.3.2 1.3.3. Simultaneously with the Closing Date, the Sponsor and the Representative (and/or their designees) will purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 below), (i) an aggregate of 200,000 Units and 100,000 Units, respectively 350,000 (the “Private Units”) at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 Warrants and 500,00 Warrants, respectively (the “Private Warrants”) at a purchase price of $1.00 per Private Warrant, in each case in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, of which the Sponsor will purchase 300,000 Private Units and the Representative and/or its designees will purchase 50,000 Private Units. The terms of the Private Units and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have also agreed that, in the event the Representative has exercised the Over-allotment OptionOption is exercised, they and/or their designees will purchase up to 20,000 and 10,000 30,000 additional Private Units, respectively, Units (of which up to 22,500 Private Units would be purchased by the Sponsor and up to 100,000 and 50,000 additional 7,500 Private Warrants, respectively, Units would be purchased by the Representative and/or its designees) and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units and Private Warrants into the Trust Fund Account such that the amount of funds in the Trust Fund Account shall be $10.00 per Public Share sold in the Offering. The purchase price for the Private Units and Private Warrants shall have been delivered to CST&T or counsel for the Company or the Representative to hold in a separate escrow account at least twenty-four (24) hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Private Placements. 1.3.1 1.3.1. In August 2019March 2020, the Company issued to Greenrose Associates LLC (the “Sponsor”) an aggregate of 4,312,500 Shares 2,875,000 shares of Common Stock (the “Insider Shares”) ), for the aggregate consideration of $25,000, in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and be subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below)Registration Statement. The Sponsor holders of the Insider Shares shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination, or entering into contractual arrangements with one or more businesses or entities (“Business Combination”) within the required time period. The Sponsor holders of the Insider Shares shall not have conversion rights with respect to the Insider Shares nor shall the Sponsor holders be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If the Over-Allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum an aggregate of 562,500 375,000 Insider SharesShares shall be required to be forfeited by the holders thereof, as is necessary to maintain the Sponsor’s 20% beneficial ownership in percentage of the Company’s Common Stock held by the holders of Insider Shares at 20% after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but excluding the issuance of the Private Units Representative Shares (defined below) and the purchase of any shares Firm Units in the Offering. 1.3.2 1.3.2. In March 2020, the Company issued to the Representative and its designees an aggregate of 150,000 shares of Common Stock (the “Representative’s Shares”) at a price of $0.0001 per share in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. The Representative’s Shares are identical to the shares of Common Stock included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion rights with respect to such Representative’s Shares and shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination or certain amendments to the Charter Documents (as defined below) as described in the Prospectus (as defined in Section 2.1.1 below) and (ii) will have no right to any liquidation distributions with respect to any portion of the Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the Representative’s Shares have agreed not to transfer, assign or sell any Representative’s Shares without the Company’s prior consent until the consummation of an initial Business Combination. Additionally, the holders of the Representative’s Shares will not sell during the Offering, or sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Moreover, pursuant to FINRA Conduct Rule 5110(g), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The holders of the Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5 below). 1.3.3. Simultaneously with the Closing Date, certain stockholders of the Sponsor Company (the “Company Purchasers”) and the Representative (and/or their its designees) will purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 below), 2,750,000 warrants and 500,000 warrants of the Company, respectively, or 3,003,846 warrants and 546,154 warrants, respectively, if the Over-Allotment Option is exercised in full (i) an aggregate of 200,000 Units and 100,000 Unitscollectively, respectively (the “Private Units”) at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 Warrants and 500,00 Warrants, respectively (the “Private Warrants”) ), at a purchase price of $1.00 per Private Warrant, in each case Warrant in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Units and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below)Prospectus. No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have also agreed that, in the event the Representative has exercised the Over-allotment Option, they will purchase up to 20,000 and 10,000 additional Private Units, respectively, and up to 100,000 and 50,000 additional Private Warrants, respectively, and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units and Private Warrants into the Trust Fund such that the amount of funds in the Trust Fund shall be $10.00 per Public Share sold in the Offering. The purchase price for the Private Units and Private Warrants shall Warrants, including those to be purchased if the full Over-Allotment Option is exercised, to be purchased by the Company Purchasers have been delivered to CST&T or counsel for the Company or the Representative to hold in a separate escrow account at least twenty-four (24) 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The Representative will not sell during the Offering, or sell, transfer, assign, pledge or hypothecate any of its Private Warrants for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(g), the Private Warrants owned by the Representative will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Private Warrants owned by the Representative contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Private Warrants shall have registration rights as provided for in the Registration Rights Agreement. Additionally, for as long as the Private Warrants are held by the Representative or its designees or affiliates, they may not be exercised after five years from the effective date of the Registration Statement.

Private Placements. 1.3.1 1.4.1 In August 2019June 2018, the Company issued to Greenrose Associates LLC Whale Management Corporation (the “Sponsor”) ), for an aggregate consideration of 4,312,500 $25,000, 1,150,000 Ordinary Shares (the “Insider Founder Shares”) (up to 150,000 of which are subject to forfeiture to the extent the Over-allotment Option is not exercised in full) in a private placement intended to be (the “Insider Private Placement”) exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the sale Insider Private Placement. Except as described in the Registration Statement, none of the Insider Shares. The Insider Founder Shares shall may be held in escrow and subject sold, assigned, or transferred by the Sponsor until the earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to restrictions on transfer as set forth in the Escrow Agreement consummation of a Business Combination, (x) when the closing price of the Ordinary Shares exceeds $12.00 per share (as defined adjusted for share splits, share dividends, reorganizations, recapitalizations, and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination; or (y) the date on which the Company consummates a transaction which results in Section 2.24.3 below)all of the Company’s shareholders having the right to exchange their shares for cash, securities, or other property. The Sponsor shall have no right to any liquidation liquidating distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination, or entering into contractual arrangements with one or more businesses or entities (“a Business Combination”) within the required time period. The Sponsor shall not have conversion redemption rights with respect to the Insider Shares nor shall Founder Shares. In the Sponsor be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If event that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in partfull, the Sponsor shall will be required to forfeit such number of Insider Shares, Founder Shares (up to a maximum of 562,500 Insider 150,000 Founder Shares, as is necessary to maintain ) such that the Sponsor’s Founder Shares will comprise 20% beneficial ownership in of the Company’s Common Stock issued and outstanding Ordinary Shares of the Company (not including the Ordinary Shares underlying the Placement Units (defined below) after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but excluding the issuance of the Private Units and the purchase of any shares in the Offeringallotment Option. 1.3.2 1.4.2 Simultaneously with the Closing Date, the Sponsor and the Representative (and/or their designees) Cantor Fxxxxxxxxx will purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 below2.21.2 hereof), (i) an aggregate of 200,000 270,000 units, which units are identical to the Firm Units and 100,000 Units, respectively subject to certain exceptions (the “Private Placement Units”) at a purchase price of $10.00 per Private Placement Unit and (ii) an aggregate of 1,000,000 Warrants and 500,00 Warrants, respectively (the “Private Warrants”) at a purchase price of $1.00 per Private Warrant, in each case in a private placement (the “Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The terms private placement of the Placement Units is referred to herein as the “Unit Private Units and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). Placement.” No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the Placement Units sold in the Unit Private Placement. The Sponsor and the Representative have also agreed that, in In the event the Representative has exercised exercises the Over-allotment Option, they the Sponsor and Cantor Fxxxxxxxxx will purchase up to 20,000 and 10,000 an additional Private Units, respectively, and up to 100,000 and 50,000 additional Private Warrants, respectively, 18,000 Placement Units and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Placement Units and Private Warrants into the Trust Fund Account such that the amount of funds in the Trust Fund Account shall be $10.00 per Public Ordinary Share sold to the public in the Offering. The purchase price for the Private Placement Units and Private Warrants shall have been delivered to CST&T CST or counsel for the Company or the Representative to hold in a separate escrow account at least twenty-four (24) 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. None of the Placement Units or the securities underlying the Placement Units may be sold, assigned, or transferred by the Sponsor, the Representative, or their permitted transferees until thirty (30) days after consummation of a Business Combination. The Founder Shares, the Placement Units, the Ordinary Shares, Warrants and Rights underlying the Placement Units and the Ordinary Shares issuable upon exercise or conversion of the Warrants and Rights underlying the Placement Units are hereinafter referred to collectively as the “Private Securities”.

Private Placements. 1.3.1 In August 2019, the 1.4.1. The Company issued to Greenrose Associates Forum Investors I, LLC (the “Sponsor”) an for aggregate consideration of 4,312,500 Shares $25,000, 3,593,750 shares of the Company’s Class F common stock (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). The shares of Class F common stock will automatically convert into shares of Class A common stock at the time of our initial business combination on a one-for-one basis, subject to adjustment as described in the Registration Statement. No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below). The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, reorganization or other similar business combination, or entering into contractual arrangements arrangements, with one or more businesses or entities (“Business Combination”) within the required time period. The Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the Sponsor they be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, up to 468,750 of the Insider Shares shall be subject to forfeiture by the Sponsor. The Sponsor shall will be required to forfeit such only a number of Insider Shares, up to a maximum of 562,500 Insider Shares, as is Shares necessary to maintain the Sponsor’s 20% beneficial ownership interest in the Company’s Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the issuance of the Private Units Representative’s Shares and the purchase by the Sponsor of the Private Units (defined below) and any shares purchased in the Offering.). [●], 2017 1.3.2 1.4.2. Simultaneously with the Closing Date, the Sponsor and the Representative (and/or their designees) will purchase from the Company pursuant to the a Subscription Agreements Agreement (as defined in Section 2.24.2 below), (i) an aggregate of 200,000 480,000 Units and 100,000 Units, respectively (the “Private Units”) at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 Warrants and 500,00 Warrants, respectively (the “Private Warrants”) at a purchase price of $1.00 per Private Warrant, in each case in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Units and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and purchaser of the Representative have Private Units has also agreed that, in the event the Representative has exercised the Over-allotment Option, they it (and/or its designees) will purchase up to 20,000 and 10,000 56,250 additional Private Units, respectively, and up to 100,000 and 50,000 additional Private Warrants, respectively, Units and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units and Private Warrants into the Trust Fund Account such that the amount of funds in the Trust Fund Account shall be $10.00 10.10 per Public Share sold in the Offering. The purchase price for the Private Units and Private Warrants shall have been delivered to CST&T or counsel for the Company or the Representative to hold in a separate escrow account at least twenty-four (24) hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Private Placements. 1.3.1 1.3.1. In August 2019November 2020, the Company issued to Greenrose Associates Property Solutions Acquisition Sponsor II, LLC (the “Sponsor”) an ), for aggregate consideration of 4,312,500 Shares $25,000, 5,750,000 shares of common stock (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”)) and on February 18, 2021, the Sponsor transferred 15,000 Insider Shares to each of the Company’s independent directors at their original purchase price. In February 2021, the Company effected a stock dividend of 0.25 shares for each outstanding share, resulting in there being an aggregate of 7,187,500 Insider Shares outstanding. No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below)Registration Statement. The Sponsor shall holders of the Insider Sharesshall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, reorganization or other similar business combination, or entering into contractual arrangements arrangements, with one or more businesses or entities (“Business Combination”) within the required time periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall holders of the Insider Sharesshall not have conversion rights with respect to the Insider Shares nor shall the Sponsor they be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum 750,000 of 562,500 the Insider Shares, as is Shares shall be forfeited in an amount necessary to maintain the Sponsor’s 20% beneficial ownership interest in the Company’s Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the issuance Representative’s Shares (defined below), Private Shares (defined below) and any shares purchased in the Offering by the Company’s officers, directors or their affiliates (“Insiders”)). 1.3.2. In January 2021, the Company issued to the Representative and its designees, for an aggregate of approximately $870.00, 250,000 shares of Common Stock (the “Representative’s Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Private Act. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Representative’s Shares. The holders of the Representative’s Shares have agreed not to transfer, assign or sell any Representative’s Shares without the Company’s prior consent until the completion of an initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”). The Representative’s Shares are identical to the shares of Common Stock included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion or redemption rights with respect to such Representative’s Shares and shall not be entitled to sell any such shares to the purchase Company in any tender offer in connection with a proposed Business Combination or amendment to the Charter Documents (as defined below) relating to pre-Business Combination activity and (ii) will have no right to any liquidation distributions with respect to any portion of the Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any shares such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the Offeringeconomic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). 1.3.2 1.3.3. Simultaneously with the Closing Date, the Sponsor and the Representative (and/or their designees) will purchase from the Company pursuant to the Subscription Private Placement Units Purchase Agreements (as defined in Section 2.24.2 below), (i) an aggregate of 200,000 Units and 100,000 Units, respectively 705,000 units (the “Private Units”), each consisting of one share of Common Stock (the “Private Shares”) and one-half of one warrant (the “Private Warrants” and together with the Private Units and Private Shares, the “Private Securities”)), at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 Warrants and 500,00 Warrants, respectively (the “Private Warrants”) at a purchase price of $1.00 per Private Warrant, in each case in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, of which the Sponsor will purchase 580,000 Private Units and the Representative and/or its designees will purchase 125,000 Private Units. The terms of the Private Units Units, Private Shares and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have also agreed that, in the event the Representative has exercised the Over-allotment OptionOption is exercised, they will purchase up to 20,000 and 10,000 75,000 additional Private Units, respectively, of which the Sponsor will purchase 56,250 Private Units and up to 100,000 and 50,000 additional the Representative and/or its desigenes will purchase 18,750 Private Warrants, respectivelyUnits, and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units and Private Warrants into the Trust Fund Account such that the amount of funds in the Trust Fund Account shall be $10.00 per Public Share sold in the Offering. The purchase price for the Private Units and Private Warrants shall have been delivered to CST&T or counsel for the Company or the Representative to hold in a separate escrow account at least twenty-four (24) hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Private Placements. 1.3.1 1.4.1. In August 2019November 2018, the Company issued to Greenrose Associates LLC (the “Sponsor”) Xxxxxxx X. Xxxxx an aggregate of 4,312,500 5,625,000 Shares (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). Xx. Xxxxx subsequently transferred the Insider Shares to Tuscan Holdings Acquisition LLC, a Delaware limited liability company (the “Sponsor”) and the Company’s other directors prior to the Offering (collectively with the Sponsor, the “Initial Stockholders”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below). The Sponsor Initial Stockholders shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination, or entering into contractual arrangements with one or more businesses or entities (“Business Combination”) within the required time period. The Sponsor Initial Stockholders shall not have conversion rights with respect to the Insider Shares nor shall the Sponsor Initial Stockholders be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If the Over-Allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum of 562,500 750,000 Insider Shares, as is necessary to maintain the Sponsor’s Initial Stockholders’ 20% beneficial ownership in the Company’s Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but excluding the issuance of the Representative’s Shares and the Private Units and the purchase of any shares in the Offering. 1.3.2 1.4.2. Simultaneously with the Closing Date, the Sponsor and the Representative (and/or their designees) will purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 below), (i) an aggregate of 200,000 435,000 Units and 100,000 Units, respectively (the “Private Units”) at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 Warrants and 500,00 Warrants, respectively (the “Private Warrants”) at a purchase price of $1.00 per Private Warrant, in each case in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Units and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have also agreed that, in the event the Representative has exercised the Over-allotment Option, they will purchase up to 20,000 48,785 and 10,000 11,215 additional Private Units, respectively, and up to 100,000 and 50,000 additional Private Warrants, respectively, and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units and Private Warrants into the Trust Fund such that the amount of funds in the Trust Fund shall be $10.00 per Public Share sold in the Offering. The purchase price for the Private Units and Private Warrants shall have been delivered to CST&T or counsel for the Company or the Representative to hold in a separate escrow account at least twenty-four (24) 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. 1.4.3. In November 2018, the Company issued to EBC Holdings, Inc., Xxxxx Xxxxxxxx and Xxxxxx Xxxxxx, each an affiliate of the Representative, an aggregate of 250,000 Shares (the “Representative’s Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. The Representative’s Shares are identical to the Shares included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion or redemption rights with respect to such Representative’s Shares and shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination and (ii) will have no right to any liquidation distributions with respect to any portion of the Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. Additionally, the registered holders of the Representative’s Shares will have registration rights with respect to the Representative’s Shares as set forth in the Registration Rights Agreement (as defined in Section 2.24.5 below). The registered holders of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(g), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Shares contain legends to reflect the above FINRA and contractual transfer restrictions.

Private Placements. 1.3.1 1.3.1. In August 2019November 2020, the Company issued to Greenrose Associates LLC Special Sits General Partner I SA (the “SponsorInitial Holder”) an ), for aggregate consideration of 4,312,500 Shares $25,000, 2,875,000 shares of common stock (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In February 2021, (a) the Company effected a stock dividend of approximately 0.5 shares for each share outstanding resulting in there being an aggregate of 4,312,500 Insider Shares outstanding and (b) the Initial Holder transferred the Insider Shares to Springwater Promote LLC (the “Sponsor”). No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below)Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, reorganization or other similar business combination, or entering into contractual arrangements arrangements, with one or more businesses or entities (“Business Combination”) within the required time periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the Sponsor it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum 562,500 of 562,500 the Insider Shares, as is Shares shall be forfeited in an amount necessary to maintain the Sponsor’s 20% beneficial ownership interest in the Company’s Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the issuance Representative’s Shares (defined below), Private Shares (defined below) and any shares purchased in the Offering by the Company’s officers, directors or their affiliates (“Insiders”)). 1.3.2. In December 2020, the Company issued to the Representative and its designees, for an aggregate of approximately $22.50, 225,000 shares of Common Stock (the “Representative’s Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Private Act. In July 2021, the Company issued to the Representative and its designees, for an aggregate of $17.50, an additional 175,000 Representative’s Shares. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Representative’s Shares. The holders of the Representative’s Shares have agreed not to transfer, assign or sell any Representative’s Shares without the Company’s prior consent until the completion of the Business Combination. The Representative’s Shares are identical to the shares of Common Stock included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion or redemption rights with respect to such Representative’s Shares and shall not be entitled to sell any such shares to the purchase Company in any tender offer in connection with a proposed Business Combination or amendment to the Charter Documents (as defined below) relating to pre-Business Combination activity and (ii) will have no right to any liquidation distributions with respect to any portion of the Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e) (1) following the commencement of sales of the Offering to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) an officer, partner, associated person or affiliate of the Representative or of any shares such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e)(1), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the commencement of sales of the Offering. The certificates for the Representative’s Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). 1.3.2 1.3.3. Simultaneously with the Closing Date, the Sponsor and Sponsor, the Representative (and/or their designees) respective designees will purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 below), (i) an aggregate of 200,000 Units and 100,000 Units, respectively 645,000 units (the “Private Units”), each consisting of one share of Common Stock (the “Private Shares”) and one-half of one warrant (the “Private Warrants” and together with the Private Units and Private Shares, the “Private Securities”)), at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 Warrants and 500,00 Warrants, respectively (the “Private Warrants”) at a purchase price of $1.00 per Private Warrant, in each case in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Units Units, Private Shares and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have also agreed that, in the event the Representative has exercised the Over-allotment OptionOption is exercised, they or their respective designees will purchase up to 20,000 and 10,000 67,500 additional Private Units, respectively, and up to 100,000 and 50,000 additional Private Warrants, respectively, Units and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units and Private Warrants into the Trust Fund Account such that the amount of funds in the Trust Fund Account shall be $10.00 10.10 per Public Share sold in the Offering. The purchase price for the Private Units and Private Warrants shall have been delivered to CST&T or counsel for the Company or the Representative to hold in a separate escrow account at least twenty-four (24) hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Private Placements. 1.3.1 1.3.1. In August 2019March 2024, the Company issued to Greenrose Associates LLC Tavia Sponsor Pte. Ltd. (the “Sponsor”) for aggregate consideration of $25,000, an aggregate of 4,312,500 5,031,250 Ordinary Shares (the “Insider Founder Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Founder Shares. The Insider Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below)Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, reorganization or other similar business combination, or entering into contractual arrangements combination with one or more businesses or entities (“Business Combination”) within the required time periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have conversion redemption rights with respect to the Insider Founder Shares nor shall the Sponsor it be entitled to sell such Insider Founder Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum 656,250 of 562,500 Insider Shares, as is the Founder Shares shall be forfeited in an amount necessary to maintain the Sponsor’s 20% beneficial ownership interest in the Company’s Common Stock Ordinary Shares of the Sponsor, officers, directors and advisors of the Company (collectively, the “Insiders”) after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the issuance EBC Founder Shares (defined below) and any shares purchased in the Offering by the Insiders). 1.3.2. In March 2024, the Company issued to the Representative and its designees, for an aggregate purchase price of $994, an aggregate of 200,000 Ordinary Shares (the “EBC Founder Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Private Act. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the EBC Founder Shares. The holders of the EBC Founder Shares have agreed not to transfer, assign or sell any EBC Founder Shares without the Company’s prior consent until the completion of an initial Business Combination. The EBC Founder Shares are identical to the Ordinary Shares included in the Firm Units except the holders (i) shall not be entitled to exercise any redemption rights with respect to such EBC Founder Shares and shall not be entitled to sell any such shares to the purchase Company in any tender offer in connection with a proposed Business Combination or amendment to the Charter Documents (as defined in Section 2.11) relating to pre-Business Combination activity and (ii) will have no right to any liquidation distributions with respect to any portion of the EBC Founder Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the EBC Founder Shares will not sell, transfer, assign, pledge or hypothecate any of the EBC Founder Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any shares such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the EBC Founder Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the Offeringeconomic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the EBC Founder Shares (or uncertificated book-entry forms if no certificates are prepared) shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the EBC Founder Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). 1.3.2 1.3.3. Simultaneously with the Closing Date, the Sponsor and Sponsor, the Representative (and/or their designees) designees will purchase from the Company pursuant to the Subscription Purchase Agreements (as defined in Section 2.24.2 below), (i) an aggregate of 200,000 Units and 100,000 Units, respectively (the “Private Units”) at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 Warrants and 500,00 Warrants, respectively 4,500,000 warrants (the “Private Warrants”) ), with the Sponsor purchasing 2,312,500 Private Warrants and the Representative and/or its designees purchasing 2,187,500 Private Warrants, at a purchase price of $1.00 per Private Warrant, in each case Warrant in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Units and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have also agreed that, in the event the Representative has exercised the Over-allotment OptionOption is exercised, they and/or their designees will purchase up to 20,000 and 10,000 additional Private Units, respectively, and up to 100,000 and 50,000 525,000 additional Private Warrants, respectivelywith the Sponsor purchasing 269,792 Private Warrants and the Representative purchasing 255,208 Private Warrants, and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units and Private Warrants into the Trust Fund Account such that the amount of funds in the Trust Fund Account shall be $10.00 per Public Share sold in the Offering. The purchase price for the Private Units and Private Warrants shall have been delivered to CST&T or counsel for the Company or the Representative to hold in a separate escrow account at least twenty-four (24) hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Private Placements. 1.3.1 In August 2019, the 1.4.1. The Company issued to Greenrose Associates Xxxxxx Oakwood Investments, LLC (the “Sponsor”) an for aggregate consideration of 4,312,500 Shares $25,000 1,437,500 shares of the Company’s Class F common stock (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). The Insider Shares will automatically convert into Common Stock at the time of the Business Combination (as defined below) on a one-for-one basis, subject to adjustment as described in the Registration Statement. No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below). The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, reorganization or other similar business combination, or entering into contractual arrangements arrangements, with one or more businesses or entities (“Business Combination”) within the required time period. The Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the Sponsor they be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, up to 187,500 of the Insider Shares shall be subject to forfeiture by the Sponsor. The Sponsor shall will be required to forfeit such only a number of Insider Shares, up to a maximum of 562,500 Insider Shares, as is Shares necessary to maintain the Sponsor’s 20% beneficial ownership interest in the Company’s Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the issuance of the Private Units Representative’s Shares and the purchase by the Sponsor of the Private Units (defined below) and any shares purchased in the Offering). 1.3.2 1.4.2. Simultaneously with the Closing Date, the Sponsor (and/or its designees) and the Representative (and/or their its designees) will purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 below), (i) an aggregate of 200,000 Units and 100,000 50,000 Units, respectively (the “Private Units”) ), at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 Warrants and 500,00 Warrants, respectively (the “Private Warrants”) at a purchase price of $1.00 per Private Warrant, in each case in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Units and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have also agreed that, in the event the Representative has exercised the Over-allotment Option, they (and/or their designees) will purchase up to 20,000 18,000 and 10,000 4,500 additional Private Units, respectively, and up to 100,000 and 50,000 additional Private Warrants, respectively, Units and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units and Private Warrants into the Trust Fund Account such that the amount of funds in the Trust Fund Account shall be $10.00 per Public Share sold in the Offering. The purchase price for the Private Units and Private Warrants shall have been delivered to CST&T or counsel for the Company or the Representative to hold in a separate escrow account at least twenty-four (24) 48 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Private Placements. 1.3.1 In August 20191.3.1. On April 7, 2021, the Company issued to Greenrose Associates Chavant Capital Partners LLC (the “Sponsor”) an aggregate of 4,312,500 2,452,419 Ordinary Shares (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). Also in [April] 2021, the Company issued to the Representatives and their designees (collectively, the “Roth Xxxignees”) 422,581 Ordinary Shares (together with the shares issued to the Sponsor, the “Founder Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Founder Shares. The Insider Founder Shares shall be held in escrow and are subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below)Registration Statement. The Sponsor and Roth Xxxignees shall have no right to any liquidation distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, reorganization or other similar business combination, or entering into contractual arrangements arrangements, with one or more businesses or entities (“Business Combination”) within the required time periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor and Roth Xxxignees shall not have conversion rights with respect to the Insider Founder Shares nor shall the Sponsor they be entitled to sell such Insider Founder Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum of 562,500 Insider Shares, as is 319,881 Founder Shares held by our Sponsor and up to 55,119 Founder Shares held by the Roth Xxxignees shall be forfeited in an amount necessary to maintain the Sponsor’s collective 20% beneficial ownership interest in the Company’s Common Stock Ordinary Shares of the Sponsor and Roth Xxxignees after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (excluding any shares purchased in the issuance Offering by the Sponsor and Roth Xxxignees). 1.3.2. The Roth Xxxignees further agree that they will not sell, transfer, assign, pledge or hypothecate any of the Private Units and Founder Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the purchase effective date of the Registration Statement to anyone other than (i) the Representatives or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representatives or of any shares such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Founder Shares held by the Roth Xxxignees will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the Offeringeconomic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Founder Shares held by the Roth Xxxignees shall contain legends to reflect the above FINRA and contractual transfer restrictions. 1.3.2 1.3.3. Simultaneously with the Closing Date, the Sponsor and the Representative (and/or their designees) Roth Xxxignees will purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 below), (i) an aggregate of 200,000 Units and 100,000 Units, respectively (the “Private Units”) at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 Warrants and 500,00 Warrants, respectively 3,800,000 warrants (the “Private Warrants” or “Private Securities”) ), at a purchase price of $1.00 per Private Warrant, in each case Warrant in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. Of the Private Warrants, 3,123,077 Private Warrants will be purchased by the Sponsor and 676,923 Private Warrants will be purchased by the Roth Xxxignees. The terms of the Private Units and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative Roth Xxxignees have also agreed that, in the event the Representative has exercised the Over-allotment OptionOption is exercised, they and/or their designees will purchase up to 20,000 and 10,000 300,000 additional Private Units, respectively, Warrants (with the Sponsor purchasing 246,559 of such additional Private Warrants and up to 100,000 and 50,000 the Roth Xxxignees purchasing 53,441 of such additional Private Warrants, respectively, ) and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units and Private Warrants into the Trust Fund Account such that the amount of funds in the Trust Fund Account shall be $10.00 per Public Share sold in the Offering. The purchase price for the Private Units and Private Warrants shall have been delivered to CST&T or counsel for the Company or the Representative to hold in a separate escrow account at least twenty-four (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 DateRoth Xxxital Partners, as the case may be.LLC _________, 2021

Private Placements. 1.3.1 In August 20191.3.1. On February 23, 2021, the Company issued to Greenrose Associates DD3 Sponsor Group III, LLC (the “Sponsor”) an ), for aggregate consideration of $25,000, 4,312,500 Shares shares of Class B common stock (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below)Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, reorganization or other similar business combination, or entering into contractual arrangements arrangements, with one or more businesses or entities (“Business Combination”) within the required time periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the Sponsor it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum 562,500 of 562,500 the Insider Shares, as is Shares shall be forfeited in an amount necessary to maintain the Sponsor’s 20% beneficial ownership interest in the Company’s Common Stock of the Company after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but (and excluding any shares purchased in the issuance Offering by the Sponsor or the Company’s officers, directors or their affiliates (“Insiders”)). 1.3.2. Simultaneously with the Closing of the Private Units and the purchase of any shares in the Offering. 1.3.2 Simultaneously with Offering on the Closing Date, the Sponsor and the Representative Forward Purchaser (and/or their designeesas defined below) will purchase from the Company pursuant to the Subscription Agreements Agreement (as defined in Section 2.24.2 below), (i) an aggregate of 200,000 Units and 100,000 Units, respectively (the “Private Units”) at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 Warrants and 500,00 Warrants, respectively 2,800,000 warrants (the “Private Warrants”) at a purchase price of $1.00 1.50 per Private Warrant, in each case Warrant in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Units and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative Forward Purchaser have also agreed that, in the event the Representative has exercised the Over-allotment OptionAllotment Option is exercised, they will purchase up to 20,000 and 10,000 300,000 additional Private Units, respectively, and up to 100,000 and 50,000 additional Private Warrants, respectively, Warrants and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units and Private Warrants into the Trust Fund Account such that the amount of funds in the Trust Fund Account shall be $10.00 per Public Share sold in the Offering. The purchase price for the Private Units and Private Warrants shall have been delivered to CST&T or counsel for the Company or the Representative to hold in a separate escrow account at least twenty-four (24) hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Private Placements. 1.3.1 In August 20191.3.1. On March 26, 2021, the Company issued to Greenrose Associates DC Rainier SPV LLC (the “Sponsor”) ), the Company’s directors, the Company’s Chief Executive Officer and Chief Financial Officer and the Representative for aggregate consideration of $25,000, an aggregate of 4,312,500 Shares shares of common stock (the “Insider Founder Shares”) including an aggregate of 1,265,000 shares of common stock issued to the Representative (the “Representative’s Shares”), in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Founder Shares. The Insider Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below)Registration Statement. The Sponsor holders of the Founder Shares (i) shall have no right to any liquidation distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, reorganization or other similar business combination, or entering into contractual arrangements arrangements, with one or more businesses or entities (“Business Combination”) within the required time period. The Sponsor period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses, (ii) shall not have conversion be entitled to exercise any redemption rights with respect to the Insider such Founder Shares nor and (iii) shall the Sponsor not be entitled to sell any such Insider Shares shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum 562,500 of 562,500 Insider Shares, as is the Founder Shares shall be forfeited in an amount necessary to maintain the Sponsor’s holders of Founder Shares’ 20% beneficial ownership interest in the Company’s Common Stock issued and outstanding shares of the Company after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (excluding any shares purchased in the issuance Offering and any Private Shares purchased in the Private Placement by the Company’s officers, directors or their affiliates (“Insiders”)). 1.3.2. The holders of the Private Units and Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the purchase Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any shares such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the Offeringeconomic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). 1.3.2 1.3.3. Simultaneously with the Closing Date, the Sponsor and the Representative (and/or their designees) Company’s Chief Executive Officer and Chief Financial Officer will purchase from the Company pursuant to the Subscription Agreements Agreement (as defined in Section 2.24.2 below), (i) an aggregate of 200,000 Units and 100,000 Units, respectively 476,200 units (or 509,950 units if the over-allotment option is exercised in full) (the “Private Units”), each consisting of one share of Common Stock (the “Private Shares”) and three-fourths of one warrant (the “Private Warrants” and together with the Private Units and Private Shares, the “Private Securities”)), at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 Warrants and 500,00 Warrants, respectively (the “Private Warrants”) at a purchase price of $1.00 per Private Warrant, in each case in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Units Units, Private Shares and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have also agreed that, in the event the Representative has exercised the Over-allotment Option, they will purchase up to 20,000 and 10,000 additional Private Units, respectively, and up to 100,000 and 50,000 additional Private Warrants, respectively, and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units and Private Warrants into the Trust Fund such that the amount of funds in the Trust Fund shall be $10.00 per Public Share sold in the Offering. The purchase price for the Private Units and Private Warrants shall have been delivered to CST&T or counsel for the Company or the Representative to hold in a separate escrow account at least twenty-four (24) hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Private Placements. 1.3.1 1.4.1 In August 2019May 2017, the Company issued to Greenrose Associates Xxxxxxxx Sponsor, LLC (the “Sponsor”) ), for an aggregate consideration of 4,312,500 Shares $25,000, 8,625,000 shares of Class B common stock (the “Insider Founder Shares”) (up to 1,125,000 of which are subject to forfeiture to the extent the Over-allotment Option is not exercised in full) in a private placement intended to be (the “Insider Private Placement”) exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale Insider Private Placement. Except as described in the Registration Statement, none of the Insider Shares. The Insider Founder Shares shall may be held in escrow and subject sold, assigned or transferred by the Sponsor until the earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to restrictions on transfer as set forth in the Escrow Agreement consummation of a Business Combination, (x) when the closing price of the Common Stock exceeds $12.00 per share (as defined adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination; or (y) the date on which the Company consummates a transaction which results in Section 2.24.3 below)all of the Company’s stockholders having the right to exchange their shares for cash, securities or other property. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination, or entering into contractual arrangements with one or more businesses or entities (“a Business Combination”) within the required time period. The Sponsor shall not have conversion redemption rights with respect to the Insider Shares nor shall Founder Shares. In the Sponsor be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If event that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in partfull, the Sponsor shall will be required to forfeit such number of Insider Shares, up to a maximum of 562,500 Insider Shares, as is necessary to maintain Founder Shares such that the Sponsor’s Founder Shares will comprise 20% beneficial ownership in of the Company’s Common Stock issued and outstanding shares of the Company after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but excluding the issuance of the Private Units and the purchase of any shares in the Offeringallotment Option. 1.3.2 1.4.2 Simultaneously with the Closing Date, the Sponsor and the Representative (and/or their designees) will purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 below2.21.2 hereof), 8,000,000 warrants (i7,000,000 by the Sponsor and 1,000,000 by the Representative) an aggregate of 200,000 which warrants are identical to the Warrants included in the Firm Units and 100,000 Units, respectively subject to certain exceptions (the “Private Units”) at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 Warrants and 500,00 Warrants, respectively (the “Private Placement Warrants”) at a purchase price of $1.00 per Private Warrant, in each case Placement Warrant in a private placement (the “Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The terms private placement of the Placement Warrants is referred to herein as the “Warrant Private Units Placement.” The Placement Warrants and Private the shares of Common Stock issuable upon exercise of the Placement Warrants are hereinafter referred to collectively as described in the Prospectus (as defined in Section 2.1.1 below). “Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Warrants sold in the Warrant Private Placement. None of the Placement Securities may be sold, assigned or transferred by the purchasers of the Placement Warrants or their permitted transferees until thirty (30) days after consummation of a Business Combination. The Sponsor Public Securities, the Placement Securities and the Representative have also agreed that, in Founder Shares are hereinafter referred to collectively as the event the Representative has exercised the Over-allotment Option, they will purchase up to 20,000 and 10,000 additional Private Units, respectively, and up to 100,000 and 50,000 additional Private Warrants, respectively, and the Company shall cause to be deposited an amount of additional “Securities.” The proceeds from the sale of such additional Private Units and Private the Placement Warrants shall be deposited into the Trust Fund such that the amount of funds in the Trust Fund shall be $10.00 per Public Share sold in the Offering. The purchase price for the Private Units and Private Warrants shall have been delivered to CST&T or counsel for the Company or the Representative to hold in a separate escrow account at least twenty-four (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 beAccount.

Private Placements. 1.3.1 In August 2019September 2021, the Company issued to Greenrose Associates ROC Energy Holdings, LLC (the “Sponsor”) an ), for aggregate consideration of $25,000, 4,312,500 Shares shares of common stock (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In December 2021, the Company effected a dividend of 0.2 shares for each share of common stock outstanding (the “Stock Dividend”), resulting in there being an aggregate of 5,175,000 Insider Shares outstanding. No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below)Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share stock exchange, asset acquisition, share stock purchase, recapitalization, reorganization, reorganization or other similar business combination, or entering into contractual arrangements combination with one or more businesses or entities (“Business Combination”) within the required time periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the Sponsor it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum 675,000 of 562,500 the Insider Shares, as is Shares shall be forfeited in an amount necessary to maintain the Sponsor’s 20% beneficial ownership interest in the Company’s Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Over- allotment Option but (excluding the issuance of EBC Founder Shares (defined below), the Private Units Shares (defined below) and the purchase of any shares purchased in the OfferingOffering by the Sponsor or the Company’s officers, directors or their affiliates (“Insiders”)). 1.3.2 Simultaneously with On the Closing Date, the Sponsor and the Representative (and/or their designees) will purchase from the Company pursuant to the Subscription Agreements Agreement (as defined in Section 2.24.2 below), (i) an aggregate of 200,000 Units and 100,000 Units, respectively 715,000 units (the “Private Units”), each consisting of one share of Common Stock (the “Private Shares”) and one Right (the “Private Rights” and together with the Private Units and Private Shares, the “Private Securities”)), at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 Warrants and 500,00 Warrants, respectively (the “Private Warrants”) at a purchase price of $1.00 per Private Warrant, in each case in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Units Units, Private Shares and Private Warrants Rights are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have has also agreed that, in the event the Representative has exercised the Over-allotment OptionOption is exercised, they it or its designees will purchase up to 20,000 and 10,000 81,000 additional Private Units, respectively, and up to 100,000 and 50,000 additional Private Warrants, respectively, Units and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units and Private Warrants into the Trust Fund Account such that the amount of funds in the Trust Fund Account shall be $10.00 10.10 per Public Share sold in the Offering. 1.3.3 The Company has issued to EarlyBirdCapital, Inc., after giving effect to the Stock Dividend, 180,000 shares of Common Stock (the “EBC Founder Shares”), for an aggregate purchase price of $15.00, in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the EBC Founder Shares. The purchase price holders of the EBC Founder Shares have agreed not to transfer, assign or sell any EBC Founder Shares without the Company’s prior consent until 30 days after the completion of a Business Combination. The EBC Founder Shares are identical to the shares of Common Stock included in the Firm Units except the holders of EBC Founder Shares (i) shall not be entitled to exercise any conversion or redemption rights with respect to such EBC Founder Shares and shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination or amendment to the Charter Documents (as defined below) relating to pre-Business Combination activity and (ii) will have no right to any liquidation distributions with respect to any portion of the EBC Founder Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the EBC Founder Shares will not sell, transfer, assign, pledge or hypothecate any of the EBC Founder Shares for a period of 180 days following the effective date of the Registration Statement, pursuant to FINRA Conduct Rule 5110(e)(1), to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the EBC Founder Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Private Units EBC Founder Shares shall contain legends to reflect the above FINRA and Private Warrants contractual transfer restrictions. The holders of the EBC Founder Shares shall have been delivered to CST&T or counsel registration rights as provided for in the Company or the Representative to hold Registration Rights Agreement (as defined in a separate escrow account at least twenty-four (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 beSection 2.24.5).

Private Placements. 1.3.1 In August 2019, the 1.3.1. The Company issued an aggregate of 1,150,000 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), for aggregate consideration of $25,000, to Greenrose Associates Xiaosen Sponsor LLC (the “Sponsor”) an aggregate of 4,312,500 Shares (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Founder Shares. The Insider Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below)Registration Statement. The Sponsor holders of the Founder Shares (the “Insiders”) shall have no right to any liquidation distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate any proposed initial merger, a share exchange, asset acquisitionshare reconstruction and amalgamation with, share purchasepurchasing all or substantially all of the assets of, recapitalization, reorganization, or other similar business combination, or entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities (“Business Combination”) within the required time periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor Insiders shall not have conversion rights with respect to the Insider Founder Shares nor shall the Sponsor they be entitled to sell such Insider Founder Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum 150,000 of 562,500 Insider Sharesthe Founder Shares shall be required to be forfeited by the holders thereof, as is necessary to maintain the Sponsor’s 20% beneficial ownership in percentage of the Company’s Common Stock shares held by the holders of Founder Shares at 20% after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but excluding the issuance of Representative’st Shares (defined below), the Private Units Shares (defined below) and the purchase of any shares Firm Units in the OfferingOffering by the Insiders. 1.3.2 1.3.2. In July 2020, the Company issued to the Representative and its designees, at $0.0001 per share, an aggregate of 100,000 Class B ordinary shares, par value $0.0001 per share (the “Representative’s Shares”), in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Representative’s Shares. The holders of the Representative’s Shares have agreed not to transfer, assign or sell any Representative’s Shares without the Company’s prior consent until 30 days after the completion of an initial Business Combination. The Representative’s Shares are identical to the Ordinary Shares included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion rights with respect to such Representative’s Shares and shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination or certain amendments to the Charter Documents (as defined in Section 2.11) as described in the Prospectus (as defined in Section 2.1.1 below) and (ii) will have no right to any liquidation distributions with respect to any portion of the Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(g), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Shares (or book entry positions) shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). 1.3.3. Simultaneously with the Closing Date, the Sponsor and the Representative (and/or their designees) will purchase from the Company pursuant to the Subscription Agreements Agreement (as defined in Section 2.24.2 below), (i) an aggregate of 200,000 290,000 Units and 100,000 Units, respectively (the “Private Units”) at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 Warrants and 500,00 Warrants, respectively (the “Private Warrants”) at a purchase price of $1.00 per Private Warrant, in each case in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Units and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have has also agreed that, in the event the Representative has exercised the Over-allotment OptionOption is exercised, they it will purchase up to 20,000 and 10,000 24,000 additional Private Units, respectively, and up to 100,000 and 50,000 additional Private Warrants, respectively, Units and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units and Private Warrants into the Trust Fund Account such that the amount of funds in the Trust Fund Account shall be $10.00 per Public Share sold in the Offering. The purchase price for the Private Units and Private Warrants shall have been delivered to CST&T or counsel for the Company or the Representative to hold in a separate escrow account at least twenty-four (24) hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Private Placements. 1.3.1 In 1.3.1. On August 201912, 2020, the Company issued to Greenrose Associates Ignyte Sponsor LLC (the “Sponsor”) an ), for aggregate consideration of 4,312,500 Shares $25,000, 1,437,500 shares of Common Stock (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below)Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share stock exchange, asset acquisition, share stock purchase, recapitalization, reorganization, reorganization or other similar business combination, or entering into contractual arrangements arrangements, with one or more businesses or entities (“Business Combination”) within the required time periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the Sponsor it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum 187,500 of 562,500 the Insider Shares, as is Shares shall be forfeited in an amount necessary to maintain the Sponsor’s 20% beneficial ownership interest in the Company’s Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the issuance Representative’s Shares (defined below) and any shares purchased in the Offering by the Company’s officers, directors or their affiliates (“Insiders”)). 1.3.2. In August 2020, the Company issued to the Representative and its designees, for an aggregate of $10.00, 100,000 shares of Common Stock (the “Representative’s Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Private Act. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Representative’s Shares. The holders of the Representative’s Shares have agreed not to transfer, assign or sell any Representative’s Shares without the Company’s prior consent until the completion of an initial Business Combination. The Representative’s Shares are identical to the shares of Common Stock included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion or redemption rights with respect to such Representative’s Shares and shall not be entitled to sell any such shares to the purchase Company in any tender offer in connection with a proposed Business Combination or amendment to the Charter Documents (as defined below) relating to pre-Business Combination activity and (ii) will have no right to any liquidation distributions with respect to any portion of the Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any shares such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the Offeringeconomic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). 1.3.2 1.3.3. Simultaneously with the Closing Date, the Sponsor and the Representative (and/or their designees) will purchase from the Company pursuant to the Subscription Agreements Agreement (as defined in Section 2.24.2 below), (i) an aggregate of 200,000 Units and 100,000 Units, respectively (the “Private Units”) at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 2,350,000 Warrants and 500,00 Warrants, respectively (the “Private Warrants”) at a purchase price of $1.00 per Private Warrant, in each case Warrant in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Units and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have has also agreed that, in the event the Representative has exercised the Over-allotment OptionOption is exercised, they it will purchase up to 20,000 and 10,000 150,000 additional Private Units, respectively, and up to 100,000 and 50,000 additional Private Warrants, respectively, Warrants and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units and Private Warrants into the Trust Fund Account such that the amount of funds in the Trust Fund Account shall be $10.00 per Public Share sold in the Offering. The purchase price for the Private Units and Private Warrants shall have been delivered to CST&T or counsel for the Company or the Representative to hold in a separate escrow account at least twenty-four (24) hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Private Placements. 1.3.1 1.3.1. In August 2019, the Company issued to Greenrose Associates LLC Galileo Founders Holdings, L.P. (the “Sponsor”) an ), for aggregate consideration of 4,312,500 $25,000, 2,875,000 Ordinary Shares (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In October 2019, the Company effectuated a share capitalization (“Share Capitalization”) resulting in the Sponsor holding an aggregate of 3,450,000 Insider Shares. No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below)Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination, or entering into contractual arrangements with one or more businesses or entities (“Business Combination”) Combination within the required time periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the Sponsor it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum 450,000 of 562,500 the Insider Shares, as is Shares shall be forfeited in an amount necessary to maintain the Sponsor’s 20% beneficial ownership interest in the Company’s Common Stock Ordinary Shares after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the issuance Representative’s Shares and any shares purchased in the Offering by the Company’s officers, directors or their affiliates (“Insiders”)). 1.3.2. In August 2019, the Company issued to the Representative and its designees, for an aggregate of $12.50, 150,000 Ordinary Shares (after giving effect to the Share Capitalization) (the “Representative’s Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Private Act. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Representative’s Shares. The holders of the Representative’s Shares have agreed not to transfer, assign or sell any Representative’s Shares without the Company’s prior consent until the completion of an initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”). The Representative’s Shares are identical to the Ordinary Shares included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion or redemption rights with respect to such Representative’s Shares and shall not be entitled to sell any such shares to the purchase Company in any tender offer in connection with a proposed Business Combination or amendment to the Charter Documents (as defined below) relating to pre-Business Combination activity and (ii) will have no right to any liquidation distributions with respect to any portion of the Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any shares such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(g), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the Offeringeconomic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). 1.3.2 1.3.3. Simultaneously with the Closing Date, the Sponsor and the Representative (and/or their designees) will purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 below), (i) an aggregate of 200,000 Units and 100,000 Units, respectively (the “Private Units”) at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 3,750,000 Warrants and 500,00 Warrants, respectively (the “Private Warrants”) at a purchase price of $1.00 per Private Warrant, in each case Warrant in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, of which the Sponsor will purchase 3,250,000 Private Warrants and the Representative and/or its designees will purchase 500,000 Private Warrants. The terms of the Private Units and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have also agreed that, in the event the Representative has exercised the Over-allotment OptionOption is exercised, they and/or their designees will purchase up to 20,000 and 10,000 360,000 additional Private Units, respectively, Warrants (of which up to 312,000 Private Warrants would be purchased by the Sponsor and up to 100,000 and 50,000 additional 48,000 Private Warrants, respectively, Warrants would be purchased by the Representative and/or its designees) and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units and Private Warrants into the Trust Fund Account such that the amount of funds in the Trust Fund Account shall be $10.00 per Public Share sold in the Offering. The purchase price for the Private Units and Private Warrants shall have been delivered to CST&T or counsel for the Company or the Representative to hold in a separate escrow account at least twenty-four (24) hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Private Placements. 1.3.1 1.4.1. In August 20192024, the Company issued an aggregate of 1,437,500 Class B ordinary shares to Greenrose Associates LLC Ribbon Investment Company Ltd (the “Sponsor”) for an aggregate purchase price of $25,000, or approximately $0.017 per share, including an aggregate of 4,312,500 up to 187,500 shares subject to forfeiture by the Sponsor to the extent that the Underwriters’ Over-Allotment Option is not exercised in full or in part, so that the Sponsor will own 20% of the Company’s issued and outstanding shares after the Offering (assuming the Sponsor does not purchase any Public Units in the Offering and without giving effect to the Private Shares (as defined below) (the “Insider Founder Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Founder Shares. The Insider Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement Registration Statement and the Letter Agreements (as defined in Section 2.24.3 below2.24.1). The Sponsor holders of the Founder Shares (i) shall have no right to any liquidation distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, reorganization or other similar business combination, or entering into contractual arrangements combination with one or more businesses or entities (“Business Combination”) within the required time period. The Sponsor period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses, (ii) shall not have conversion be entitled to exercise any redemption rights with respect to the Insider such Founder Shares nor and (iii) shall the Sponsor not be entitled to sell any such Insider Shares shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum 187,500 of 562,500 Insider Shares, as is the Founder Shares shall be forfeited in an amount necessary to maintain the Sponsor’s holders of Founder Shares’ 20% beneficial ownership interest in the Company’s Common Stock issued and outstanding shares of the Company after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but (excluding the issuance of the Private Units and the purchase of any shares purchased in the Offering, any Private Shares (as defined below) purchased in the Private Placement by the Sponsor or the Company’s officers, directors or their affiliates (“Insiders”)). 1.3.2 1.4.2. Simultaneously with the Closing Date, the Sponsor and the Representative (and/or their designees) will purchase from the Company pursuant to the Subscription Agreements Private Placement Units Purchase Agreement (as defined in Section 2.24.2 below), (i) an aggregate of 200,000 220,000 Units and 100,000 Units(or 235,000 Units if the Over-Allotment Option is exercised in full, respectively or such number of Units such that at least $10.00 per Public Unit sold is held in the Trust Account) (the “Private Units”), each consisting of one Ordinary Share (the “Private Shares”) and one Right (the “Private Right” and together with the Private Units and Private Shares, the “Private Securities”), at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 Warrants and 500,00 Warrants, respectively (the “Private Warrants”) at a purchase price of $1.00 per Private Warrant, in each case in a private placement (the “Private Placement”) intended to be exempt from registration under Securities Act of 1933, as amended (the “Act”). The terms of the Private Units Units, Private Shares and Private Warrants Rights are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have also agreed that, in the event the Representative has exercised the Over-allotment Option, they will purchase up to 20,000 and 10,000 additional Private Units, respectively, and up to 100,000 and 50,000 additional Private Warrants, respectively, and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units and Private Warrants into the Trust Fund such that the amount of funds in the Trust Fund shall be $10.00 per Public Share sold in the Offering. The purchase price for the Private Units and Private Warrants shall have been delivered to CST&T or counsel for the Company or the Representative to hold in a separate escrow account at least twenty-four (24) hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Private Placements. 1.3.1 1.3.1. In August 2019September 2020, the Company issued to Greenrose Associates LightJump One Founders, LLC (the “Sponsor”) an ), for aggregate consideration of 4,312,500 Shares $25,000 and 2,875,000 shares of Common Stock (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In January 2021, the Company effected a stock dividend of 0.2 shares for each share outstanding (the “Dividend”), resulting in there being an aggregate of 3,450,000 Insider Shares outstanding. No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below)Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination, or entering into contractual arrangements with one or more businesses or entities (“Business Combination”) Combination within the required time periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the Sponsor it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum 450,000 of 562,500 the Insider Shares, as is Shares shall be forfeited in an amount necessary to maintain the Sponsor’s 20% beneficial ownership interest in the Company’s Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the issuance Representative’s Shares (defined below) and any shares purchased in the Offering by the Company’s officers, directors or their affiliates (“Insiders”)). 1.3.2. In October 2020, the Company issued to the Representative and its designees, for an aggregate of approximately $10.00, 120,000 shares (after giving effect to the Dividend) of Common Stock (the “Representative’s Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Private Act. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Representative’s Shares. The holders of the Representative’s Shares have agreed not to transfer, assign or sell any Representative’s Shares without the Company’s prior consent until the completion of an initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”). The Representative’s Shares are identical to the shares of Common Stock included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion or redemption rights with respect to such Representative’s Shares and shall not be entitled to sell any such shares to the purchase Company in any tender offer in connection with a proposed Business Combination or amendment to the Charter Documents (as defined below) relating to pre-Business Combination activity and (ii) will have no right to any liquidation distributions with respect to any portion of the Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any shares such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the Offeringeconomic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). 1.3.2 1.3.3. Simultaneously with the Closing Date, the Sponsor and the Representative (and/or their designees) will purchase from the Company pursuant to the Subscription Agreements Agreement (as defined in Section 2.24.2 below), (i) an aggregate of 200,000 Units and 100,000 Units, respectively (the “Private Units”) at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 3,850,000 Warrants and 500,00 Warrants, respectively (the “Private Warrants”) at a purchase price of $1.00 per Private Warrant, in each case Warrant in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Units and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have has also agreed that, in the event the Representative has exercised the Over-allotment OptionOption is exercised, they it will purchase up to 20,000 and 10,000 360,000 additional Private Units, respectively, and up to 100,000 and 50,000 additional Private Warrants, respectively, Warrants and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units and Private Warrants into the Trust Fund Account such that the amount of funds in the Trust Fund Account shall be $10.00 per Public Share sold in the Offering. The purchase price for the Private Units and Private Warrants shall have been delivered to CST&T or counsel for the Company or the Representative to hold in a separate escrow account at least twenty-four (24) hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Private Placements. 1.3.1 1.4.1. In August 2019June 2021, the Company issued to Greenrose Associates Digital Health Sponsor LLC (the “Sponsor”) ), the Company’s directors, officers and advisors, for aggregate consideration of $25,000, an aggregate of 4,312,500 Shares shares (the “Insider Founder Shares”) of Common Stock, in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In October 2021, the Sponsor, officers and certain advisors forfeited an aggregate of 1,437,500 Founder Shares. No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Founder Shares. The Insider Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below)Registration Statement. The Sponsor holders of the Founder Shares (i) shall have no right to any liquidation distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, reorganization or other similar business combination, or entering into contractual arrangements arrangements, with one or more businesses or entities (“Business Combination”) within the required time period. The Sponsor period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses, (ii) shall not have conversion be entitled to exercise any redemption rights with respect to the Insider such Founder Shares nor and (iii) shall the Sponsor not be entitled to sell any such Insider Shares shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum 375,000 of 562,500 Insider Shares, as is the Founder Shares shall be forfeited in an amount necessary to maintain the Sponsor’s holders of Founder Shares’ 20% beneficial ownership interest in the Company’s Common Stock issued and outstanding shares of the Company after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but (excluding any shares purchased in the issuance of Offering and any Private Shares purchased in the Private Units and Placement by the purchase of any shares in the OfferingCompany’s officers, directors or their affiliates (“Insiders”)). 1.3.2 1.4.2. Simultaneously with the Closing Date, the Sponsor and the Representative (and/or their designees) will purchase from the Company pursuant to the Subscription Agreements Agreement (as defined in Section 2.24.2 below), (i) an aggregate of 200,000 Units and 100,000 Units, respectively 509,000 units (or 557,000 units if the Over-Allotment Option is exercised on or prior to the Closing Date) (the “Private Units”), each consisting of one share of Common Stock (the “Private Shares”) and one warrant to purchase one share of Common Stock (the “Private Warrants” and together with the Private Units and Private Shares, the “Private Securities”)), at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 Warrants and 500,00 Warrants, respectively (the “Private Warrants”) at a purchase price of $1.00 per Private Warrant, in each case in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Units Units, Private Shares and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have also agreed that, in the event the Representative has exercised the Over-allotment Option, they will purchase up to 20,000 and 10,000 additional Private Units, respectively, and up to 100,000 and 50,000 additional Private Warrants, respectively, and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units and Private Warrants into the Trust Fund such that the amount of funds in the Trust Fund shall be $10.00 per Public Share sold in the Offering. The purchase price for the Private Units and Private Warrants shall have been delivered to CST&T or counsel for the Company or the Representative to hold in a separate escrow account at least twenty-four (24) hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Private Placements. 1.3.1 In August 20191.3.1. On February 10, 2021, the Company issued to Greenrose Associates Black Mountain Sponsor LLC (the “Sponsor”) an ), for aggregate consideration of 4,312,500 Shares $25,000, 5,750,000 shares of Class B common stock, par value $0.0001 per share (the “Insider SharesClass B Common Stock,” and together with the Class A Common Stock, the “Common Stock”) ), in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of such shares of Class B Common Stock (the “Insider Shares”). The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth described in the Escrow Agreement (as defined in Section 2.24.3 below)Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, reorganization or other similar business combination, or entering into contractual arrangements combination with one or more businesses or entities (“Business Combination”) within the required time periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor holders of the Insider Shares shall not have conversion redemption rights with respect to the Insider Shares nor shall the Sponsor they be entitled to sell tender such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum 750,000 of 562,500 the Insider Shares, as is Shares shall be forfeited in an amount necessary to maintain the Sponsor’s 20% beneficial ownership interest in the Company’s Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the issuance of the Private Units and the purchase of any shares purchased in the OfferingOffering by the Sponsor or the Company’s officers and directors (collectively, the “Insiders”)). 1.3.2 1.3.2. Simultaneously with the Closing Date, the Sponsor and the Representative (and/or their designees) will purchase from the Company pursuant to the Subscription Agreements Private Placement Warrants Purchase Agreement (as defined in Section 2.24.2 below), (i) an aggregate of 200,000 Units and 100,000 Units, respectively (the “Private Units”) at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 10,000,000 Warrants and 500,00 Warrants, respectively (the “Private Warrants”) at a purchase price of $1.00 per Private Warrant, in each case Warrant in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Units and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have has also agreed that, in the event the Representative has exercised the Over-allotment OptionOption is exercised, they it will purchase up to 20,000 and 10,000 1,200,000 additional Private Units, respectively, and up to 100,000 and 50,000 additional Private Warrants, respectively, Warrants and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units and Private Warrants into the Trust Fund Account such that that, after giving effect to such deposit and the Company’s initial deposit of $8,000,000 in proceeds from the sale of 8,000,000 Warrants to the Sponsor prior to the Closing Date, the amount of funds in the Trust Fund Account shall be $10.00 10.20 per Public Share sold in the Offering. The purchase price for the Private Units and Private Warrants shall have been delivered to CST&T or counsel for the Company or the Representative to hold in a separate escrow account at least twenty-four (24) hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Private Placements. 1.3.1 1.4.1 In August 2019, the Company issued to Greenrose Associates LLC Merida Capital Partners III LP, a Delaware limited partnership (the “Sponsor”) ), an aggregate of 4,312,500 Shares 2,875,000 shares of Common Stock (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In October 2019, the Sponsor transferred the Insider Shares to Merida Holdings, LLC, which currently holds the Insider Shares. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below). The Sponsor Merida Holdings, LLC shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination, or entering into contractual arrangements with one or more businesses or entities (“Business Combination”) within the required time period. The Sponsor Merida Holdings, LLC shall not have conversion rights with respect to the Insider Shares nor shall the Sponsor Merida Holdings, LLC be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If the Over-Allotment Option is not exercised by the Underwriters in full or in part, the Sponsor Merida Holdings, LLC shall forfeit such number of Insider Shares, up to a maximum of 562,500 375,000 Insider Shares, as is necessary to maintain the Sponsor’s its 20% beneficial ownership in the Company’s Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but excluding the issuance of the Private Units Representative’s Shares (as defined below) and the purchase of any shares in the Offering. 1.3.2 1.4.2 In August 2019, the Company issued to the Representative and its designees an aggregate of 100,000 shares of Common Stock (the “Representative’s Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. The Representative’s Shares are identical to the shares of Common Stock included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion or redemption rights with respect to such Representative’s Shares and shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination and (ii) will have no right to any liquidation distributions with respect to any portion of the Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. Additionally, the registered holders of the Representative’s Shares will have registration rights with respect to the Representative’s Shares as set forth in the Registration Rights Agreement (as defined in Section 2.24.6 below). The registered holders of the Representative’s Shares will not sell during the offering, or sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(g), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Shares contain legends to reflect the above FINRA and contractual transfer restrictions. 1.4.3 Simultaneously with the Closing Date, the Sponsor and certain of the Company’s officers, directors, advisors and their respective affiliates (collectively with the Sponsor, the “Merida Purchasers”) and the Representative (and/or their its designees) will purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 below), (i) an aggregate of 200,000 Units 2,850,000 and 100,000 Units, respectively (the “Private Units”) at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 Warrants and 500,00 500,000 Warrants, respectively (collectively, the “Private Warrants”) ), at a purchase price of $1.00 per Private Warrant, in each case in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Units and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor Merida Purchasers and the Representative have also agreed that, in the event the Representative has exercised the Over-allotment Option, they will purchase up to 20,000 255,224 and 10,000 additional Private Units, respectively, and up to 100,000 and 50,000 44,776 additional Private Warrants, respectively, and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units and Private Warrants into the Trust Fund such that the amount of funds in the Trust Fund shall be $10.00 per Public Share unit sold in the Offering. The purchase price for the Private Units and Private Warrants shall have been delivered to CST&T or counsel for the Company or the Representative to hold in a separate escrow account at least twenty-four (24) 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The Representative will not sell during the offering, or sell, transfer, assign, pledge or hypothecate any of its Private Warrants for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(g), the Private Warrants owned by the Representative will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Private Warrants owned by the Representative contain legends to reflect the above FINRA and contractual transfer restrictions.

Private Placements. 1.3.1 In August 20191.3.1. On January 15, 2021, the Company issued to Greenrose Associates Newbury Street Acquisition Sponsor LLC (the “Sponsor”) an ), for aggregate consideration of $25,000, 4,312,500 Shares shares of common stock (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). On March 22, 2021, the Sponsor contributed to the capital of the Company for no consideration an aggregate of 862,500 Insider Shares, resulting in there being a total of 3,450,000 Insider Shares outstanding. No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below)Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, reorganization or other similar business combination, or entering into contractual arrangements arrangements, with one or more businesses or entities (“Business Combination”) within the required time periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have conversion redemption rights with respect to the Insider Shares nor shall the Sponsor it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum 450,000 of 562,500 the Insider Shares, as is Shares shall be forfeited in an amount necessary to maintain the Sponsor’s 20% beneficial ownership interest in the Company’s Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the issuance Representative’s Shares (defined below), Private Shares (defined below) and any shares purchased in the Offering by the Company’s officers, directors or their affiliates (“Insiders”)). 1.3.2. In January 2021, the Company issued to the Representative and its designees, for an aggregate of approximately $25.00, 250,000 shares of Common Stock (the “Representative’s Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Private Act. On March 22, 2021, the Representative contributed back to the capital of the Company for no consideration an aggregate of 50,000 Representative’s Shares, resulting in there being a total of 200,000 Representative’s Shares outstanding. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Representative’s Shares. The holders of the Representative’s Shares have agreed not to transfer, assign or sell any Representative’s Shares without the Company’s prior consent until the completion of the Business Combination. The Representative’s Shares are identical to the shares of Common Stock included in the Units except the holders (i) shall not be entitled to exercise any conversion or redemption rights with respect to such Representative’s Shares and shall not be entitled to sell any such shares to the purchase Company in any tender offer in connection with a proposed Business Combination or amendment to the Charter Documents (as defined below) relating to pre-Business Combination activity and (ii) will have no right to any liquidation distributions with respect to any portion of the Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any shares such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e)(1), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the Offeringeconomic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). 1.3.2 1.3.3. Simultaneously with the Closing Date, the Sponsor and the Representative (and/or their designees) will purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 below), (i) an aggregate of 200,000 Units and 100,000 Units, respectively 390,000 units (the “Private Units”), each consisting of one share of Common Stock (the “Private Shares”) and one-half of one warrant (the “Private Warrants” and together with the Private Units and Private Shares, the “Private Securities”)), at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 Warrants and 500,00 Warrants, respectively (the “Private Warrants”) at a purchase price of $1.00 per Private Warrant, in each case in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, of which the Sponsor will purchase 340,000 Private Units and the Representative and/or its designees will purchase 50,000 Private Units. The terms of the Private Units Units, Private Shares and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have also agreed that, in the event the Representative has exercised the Over-allotment OptionOption is exercised, they and/or their designees will purchase up to 20,000 and 10,000 36,000 additional Private Units, respectively, and of which the Sponsor will purchase up to 100,000 31,385 Private Units and 50,000 additional the Representative and/or its designees will purchase up to 4,615 Private Warrants, respectivelyUnits, and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units and Private Warrants into the Trust Fund Account such that the amount of funds in the Trust Fund Account shall be $10.00 per Public Share sold in the Offering. The purchase price for the Private Units and Private Warrants shall have been delivered to CST&T or counsel for the Company or the Representative to hold in a separate escrow account at least twenty-four (24) hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Private Placements. 1.3.1 In August 2019, the 1.4.1. The Company issued to Greenrose Associates MTech Sponsor, LLC (the “Sponsor”) an aggregate 1,437,500 shares of 4,312,500 Shares the Company’s Class B common stock (the “Insider Shares”) ), for the aggregate consideration of $25,000, in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). The Insider Shares will automatically convert into Class A Common Stock at the time of the Business Combination (as defined below) on a one-for-one basis, subject to adjustment as described in the Registration Statement. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below). The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination, or entering into contractual arrangements with one or more businesses or entities (“Business Combination”) within the required time period. The Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the Sponsor be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If the Over-Allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum of 562,500 187,500 Insider Shares, as is necessary to maintain the Sponsor’s 20% beneficial ownership in the Company’s Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but excluding the issuance purchase by the Sponsor of the any Firm Units or Private Units and the purchase of any shares (defined below) in the Offering. 1.3.2 1.4.2. Simultaneously with the Closing Date, the Sponsor and the Representative (and/or their its designees) will purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 below), (i) an aggregate of 200,000 Units and 100,000 Units, respectively 225,000 units of the Company (the “Private Units”) ), at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 Warrants and 500,00 Warrants, respectively (the “Private Warrants”) at a purchase price of $1.00 per Private Warrant, in each case in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Units and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have also agreed that, in In the event the Representative has exercised exercises the Over-allotment Allotment Option, they the Sponsor (and/or its designees) will purchase up to 20,000 and 10,000 an additional 18,750 Private Units, respectively, and up to 100,000 and 50,000 additional Private Warrants, respectively, Units pro rata with the amount of the portion of the Over-Allotment Option that has been exercised and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units and Private Warrants into the Trust Fund Account such that the amount of funds in the Trust Fund Account shall be $10.00 per Public Share share of Common Stock sold to the public in the Offering. The purchase price for the Private Units and Private Warrants shall have been delivered to CST&T or counsel for the Company or the Representative to hold in a separate escrow account at least twenty-four (24) 48 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Private Placements. 1.3.1 1.3.1. In August October 2019, the Company issued to Greenrose Associates LLC issued, for aggregate consideration of $25,000, 1,725,000 Class B ordinary shares (the “Sponsor”) an aggregate of 4,312,500 Shares (the “Insider Founders Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discountsThe Founders Shares were subsequently transferred to LIV Capital Acquisition Sponsor, commissionsL.P., or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below). The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination, or entering into contractual arrangements with one or more businesses or entities (“Business Combination”) within the required time period. The Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the Sponsor be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If the Over-Allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum of 562,500 Insider Shares, as is necessary to maintain the Sponsor’s 20% beneficial ownership in the Company’s Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but excluding the issuance of the Private Units and the purchase of any shares in the Offering. 1.3.2 Simultaneously with the Closing Date, the Sponsor and the Representative (and/or their designees) will purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 below), (i) an aggregate of 200,000 Units and 100,000 Units, respectively Cayman Islands exempted limited partnership (the “Private UnitsSponsor”) at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 Warrants and 500,00 Warrants, respectively (the “Private Warrants”) at a purchase price of $1.00 per Private Warrant, in each case in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Units and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placementsale of the Founders Shares. The Founders Shares shall be subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor and shall have no right to any liquidation distributions with respect to any portion of the Representative have also agreed that, Founders Shares in the event the Representative has exercised Company fails to consummate any proposed Business Combination within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have conversion rights with respect to the Founders Shares nor shall it be entitled to sell such Founders Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment OptionOption is not exercised by the Underwriters in full or in part, they will purchase up to 20,000 225,000 of the Founders Shares shall be forfeited in an amount necessary to maintain the Sponsor’s 20% ownership interest in the Ordinary Shares after giving effect to the Offering and 10,000 additional Private Unitsexercise, respectivelyif any, of the Underwriters’ Over-allotment Option (and up to 100,000 excluding the Representative’s Shares and 50,000 additional Private Warrantsany shares purchased in the Offering by the Sponsor or the Company’s officers, respectivelydirectors or their affiliates (“Insiders”)). 1.3.2. In October 2019, and the Company shall cause issued to the Representative and its designees, for an aggregate of $6.00, 60,000 Class B ordinary shares (the “Representative’s Shares”) in a private placement intended to be deposited an amount exempt from registration under Section 4(a)(2) of additional proceeds from the Act. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of such additional Private Units and Private Warrants the Representative’s Shares. The holders of the Representative’s Shares have agreed not to transfer, assign or sell any Representative’s Shares without the Company’s prior consent until the completion of an initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”). The Representative’s Shares are identical to the Trust Fund such that the amount of funds Ordinary Shares included in the Trust Fund Firm Units except the holders (i) shall not be $10.00 per Public Share sold entitled to exercise any conversion rights with respect to such Representative’s Shares and shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination or certain amendments to the Charter Documents (as defined below) as described in the OfferingProspectus (as defined in Section 2.1.1 below) and (ii) will have no right to any liquidation distributions with respect to any portion of the Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. The purchase price holders of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(1) following the effective date of the Registration Statement (as defined in Section 2.1.1 below) to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(g), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates (or book entry positions) for the Private Units Representative’s Shares shall contain legends to reflect the above FINRA and Private Warrants contractual transfer restrictions. The holders of the Representative’s Shares shall have been delivered to CST&T or counsel registration rights as provided for in the Company or the Representative to hold Registration Rights Agreement (as defined in a separate escrow account at least twenty-four (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 beSection 2.24.5).