Common use of Private Placements Clause in Contracts

Private Placements. 1.3.1 The Company has issued or caused to be transferred to its initial shareholders (including the Underwriters, the “Initial Shareholders”) for aggregate consideration of $25,000 an aggregate of 2,875,000 Ordinary Shares (the “Founders’ Shares”) in private placements 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 or transfer of the Founders’ Shares. The Founders’ Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.26.3 below). The holders of Founders’ Shares shall have no right to any liquidation distributions from the Trust Account with respect to any portion of the Founders’ Shares in the event the Company fails to consummate an initial merger, share exchange, asset acquisition, stock 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. Additionally, the holders of Founders’ Shares shall not have conversion rights with respect to the Founders’ Shares nor shall they be entitled to sell such Founders’ Shares to the Company in any tender offer in connection with a proposed Business Combination. The holders of the Founders’ Shares shall agree to vote the Founders’ Shares in favor of any proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 375,000 of the Founders’ Shares shall be subject to forfeiture. Certain of the holders of the Founders’ Shares will be required to forfeit only a number of Founders’ Shares necessary to maintain their collective 20% ownership interest in the Ordinary Shares after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the purchase by the Initial Shareholders of the Private Warrants and any shares purchased by them in the Offering).

Private Placements. 1.3.1 The 1.3.1. Prior to the Offering, the Company has issued to SportsMap, LLC (the “Sponsor”), an affiliate of the Company’s officers, directors or caused to be transferred to its initial shareholders their affiliates or designees (including the Underwriterscollectively, the “Initial ShareholdersInsiders”) for aggregate consideration 2,300,000 shares of $25,000 an aggregate of 2,875,000 Ordinary Shares (the “Founders’ Shares”) common stock in a private placements placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). Also prior to the Offering, the Company issued to the Representative and its designees (collectively, the “Xxxx Designees”) 575,000 shares of common stock (together with the shares issued to the Insiders, 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 or placement fees have been or will be payable in connection with the sale or transfer of the Founders’ Founder Shares. The Founders’ 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 2.26.3 below)Registration Statement. The holders of Founders’ Shares Insiders and Xxxx Designees shall have no right to any liquidation distributions from the Trust Account with respect to any portion of the Founders’ Founder Shares in the event the Company fails to consummate an any proposed initial merger, share exchange, asset acquisition, stock 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 periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. Additionally, the holders of Founders’ Shares The Insiders and Xxxx Designees shall not have conversion rights with respect to the Founders’ Founder Shares nor shall they be entitled to sell such Founders’ Founder Shares to the Company in any tender offer in connection with a proposed Business Combination. The holders of the Founders’ Shares shall agree to vote the Founders’ Shares in favor of any proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 375,000 of the Founders’ Founder Shares shall be subject to forfeiture. Certain of the holders of the Founders’ Shares will be required to forfeit only a number of Founders’ Shares forfeited in an amount necessary to maintain their the collective 20% ownership interest in the Ordinary Shares Common Stock of the Insiders and Xxxx Designees after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the purchase by the Initial Shareholders of the Private Warrants and any shares purchased by them in the OfferingOffering by the Insiders and Xxxx Designees and the Private Shares (defined below)).

Private Placements. 1.3.1 The Company has issued or caused to be transferred to its initial shareholders (including the Underwriters1.3.1. On March 26, 2021, the Company issued to DC Rainier SPV LLC (the “Initial ShareholdersSponsor”) ), the Company’s directors, the Company’s Chief Executive Officer and Chief Financial Officer and the Representative for aggregate consideration of $25,000 25,000, an aggregate of 2,875,000 Ordinary Shares 4,312,500 shares of common stock (the “Founders’ Founder Shares”) including an aggregate of 1,265,000 shares of common stock issued to the Representative (the “Representative’s Shares”), in a private placements placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). On September 27, 2021 and September 30, 2021, the Representative transferred 300,000 Representative’s Shares and 50,000 Representative’s Shares, respectively, to the Sponsor and agreed to transfer an additional 95,000 Representative’s Shares if the Over-Allotment Option is exercised in full. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale or transfer of the Founders’ Founder Shares. The Founders’ Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.26.3 below)Registration Statement. The holders of Founders’ the Founder Shares (i) shall have no right to any liquidation distributions from the Trust Account with respect to any portion of the Founders’ Founder Shares in the event the Company fails to consummate an any proposed initial merger, share exchange, asset acquisition, stock 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. Additionallyperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses, the holders of Founders’ Shares (ii) shall not have conversion be entitled to exercise any redemption rights with respect to the Founders’ such Founder Shares nor and (iii) shall they not be entitled to sell any such Founders’ Shares shares to the Company in any tender offer in connection with a proposed Business Combination. The holders of the Founders’ Shares shall agree to vote the Founders’ Shares in favor of any proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 375,000 562,500 of the Founders’ Founder Shares shall be subject forfeited in an amount necessary to forfeiture. Certain of maintain the holders of the FoundersFounder Shares’ Shares will be required to forfeit only a number of Founders’ Shares necessary to maintain their collective 20% ownership interest in the Ordinary Shares issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the purchase by the Initial Shareholders of the Private Warrants and any shares purchased by them in the OfferingOffering and any Private Shares purchased in the Private Placement by the Company’s officers, directors or their affiliates (“Insiders”)).

Private Placements. 1.3.1 The Company has issued or caused to be transferred to its initial shareholders (including the Underwriters1.4.1. In February 2021, the Company issued to GigAcquisitions5, LLC (the “Initial ShareholdersSponsor”) an aggregate of 10,047,500 shares of Common Stock (the “Company Founder Shares”), for the aggregate consideration of $25,000 an aggregate of 2,875,000 Ordinary Shares (the “Founders’ Shares”) 25,000, in a private placements placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). Prior to the Offering, the Sponsor will surrender 4,312,500 for no consideration, so that upon such surrender, the Sponsor will own 5,735,000 Company Founder Shares. Prior to the Closing, the Company will issue shares of Common Stock (the “Insider Shares” and, together with the Company Founder Shares, the “Founder Shares”), solely in consideration of future services, as follows: 5,000 shares to Xxxx Xxxxxxxxx, the Company’s Chief Financial Officer, and 10,000 shares to Interest Solutions, LLC, a Connecticut limited liability company and an affiliate of ICR, LLC, an investor relations firm providing services to the Company (collectively with Interest Solutions, LLC “ICR”) (each of Xxxx Xxxxxxxxx and ICR, an “Insider” and together, the “Insiders”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale or transfer of the Founders’ Founder Shares. The Founders’ Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.26.3 below)Insider Letters. The holders of Founders’ the Founder Shares shall have no right to any liquidation distributions from the Trust Account with respect to any portion of the Founders’ Founder Shares in the event the Company fails to consummate an any proposed initial merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities combination (“Business Combination”) within the required time period. Additionally, the The holders of Founders’ the Founder Shares shall not have conversion rights with respect to the Founders’ Founder Shares nor shall they the holders be entitled to sell such Founders’ Founder Shares to the Company in any tender offer in connection with a proposed Business Combination. The holders of the Founders’ Shares shall agree to vote the Founders’ Shares in favor of any proposed Business Combination. To the extent that If the Over-allotment Allotment Option is not exercised by the Underwriters Representatives, on behalf of the several Underwriters, in full or in part, the Sponsor shall forfeit such number of Founder Shares, up to 375,000 a maximum of the Founders’ Shares shall be subject to forfeiture. Certain of the holders of the Founders’ Shares will be required to forfeit only a number of Founders’ Shares 750,000 Founder Shares, as is necessary to maintain their collective the Sponsor’s and the Insiders’ aggregate 20% beneficial ownership interest in the Ordinary Shares 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 the Private Units and excluding the purchase by the Initial Shareholders Sponsor of the Private Warrants and any shares purchased by them units in the Offering).

Private Placements. 1.3.1 The Company has issued or caused to be transferred to its initial shareholders (including the Underwriters1.3.1. In February 2023, the Company issued to Bxxxx Holding LP, a Delaware limited partnership (“Initial ShareholdersBxxxx XX”) for aggregate consideration of $25,000 25,000, an aggregate of 2,875,000 1,725,000 Ordinary Shares (the “Founders’ Insider Shares”) in a private placements placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). Bxxxx XX thereafter transferred a portion of the Insider Shares to Createcharm Holdings Ltd, a British Virgin Islands company (“Createcharm” and together with Bxxxx XX, the “Sponsors”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale or transfer of the Founders’ Insider Shares. The Founders’ Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.26.3 below)Registration Statement. The holders of Founders’ Shares Sponsors shall have no right to any liquidation distributions from the Trust Account with respect to any portion of the Founders’ Insider Shares in the event the Company fails to consummate an any proposed initial merger, share exchange, asset acquisition, stock 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 periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. Additionally, the holders of Founders’ Shares The Sponsors shall not have conversion rights with respect to the Founders’ Insider Shares nor shall they be entitled to sell such Founders’ Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. The holders of the Founders’ Shares shall agree to vote the Founders’ Shares in favor of any proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 375,000 225,000 of the Founders’ Insider Shares shall be subject to forfeiture. Certain of the holders of the Founders’ Shares will be required to forfeit only a number of Founders’ Shares forfeited in an amount necessary to maintain their collective the 20% ownership interest in the Ordinary Shares of the Sponsors, officers, directors and advisors of the Company (collectively, the “Insiders”) after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the purchase by the Initial Shareholders of EBC Founder Shares (defined below), the Private Warrants Shares (defined below) and any shares purchased by them in the OfferingOffering by the Insiders).

Private Placements. 1.3.1 1.3.1. The Company has issued or caused to be transferred to its initial shareholders an aggregate of 1,150,000 Class B ordinary shares, par value $0.0001 per share (including the Underwriters, the “Initial ShareholdersFounder Shares”) ), for aggregate consideration of $25,000 an aggregate of 2,875,000 Ordinary Shares 25,000, to Xiaosen Sponsor LLC (the “Founders’ SharesSponsor”) in a private placements placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In August 2021, the Company issued a share dividend of 0.25 shares for each Founder Share outstanding, resulting in the Sponsor holding 1,437,500 Founder Shares. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale or transfer of the Founders’ Founder Shares. The Founders’ Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.26.3 below)Registration Statement. The holders of Founders’ the Founder Shares (the “Insiders”) shall have no right to any liquidation distributions from the Trust Account with respect to any portion of the Founders’ Founder Shares in the event the Company fails to consummate an initial merger, a share exchange, asset acquisitionshare reconstruction and amalgamation with, stock purchasepurchasing all or substantially all of the assets of, recapitalizationentering into contractual arrangements with, reorganization or engaging in any 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. Additionally, the holders of Founders’ Shares The Insiders shall not have conversion rights with respect to the Founders’ Founder Shares nor shall they be entitled to sell such Founders’ Founder Shares to the Company in any tender offer in connection with a proposed Business Combination. The holders of the Founders’ Shares shall agree to vote the Founders’ Shares in favor of any proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 375,000 187,500 of the Founders’ Founder Shares shall be subject required to forfeiture. Certain be forfeited by the holders thereof, as is necessary to maintain the beneficial ownership percentage of the Company’s shares held by the holders of the Founders’ Founder Shares will be required to forfeit only a number of Founders’ Shares necessary to maintain their collective at 20% ownership interest in the Ordinary Shares after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and but excluding the Representative’s Shares (defined below), the Private Shares (defined below) and the purchase of any Firm Units in the Offering by the Initial Shareholders of the Private Warrants and any shares purchased by them in the Offering).Insiders. ________, 2021

Private Placements. 1.3.1 The Company has issued or caused to be transferred to its initial shareholders (including the Underwriters1.4.1. In February 2021, the Company issued to GigInternational1 Sponsor, LLC (the “Initial ShareholdersSponsor”) an aggregate of 5,735,000 shares of Common Stock (the “Company Founder Shares”), for the aggregate consideration of $25,000 an aggregate of 2,875,000 Ordinary Shares (the “Founders’ Shares”) 25,000, in a private placements placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). Prior to the Closing, the Company will issue shares of Common Stock (the “Insider Shares” and, together with the Company Founder Shares, the “Founder Shares”), solely in consideration of future services, as follows: 5,000 shares to Xxxx Xxxxxxxxx, the Company’s Chief Financial Officer, and 10,000 shares to Interest Solutions, LLC, an affiliate of ICR, LLC, an investor relations firm providing services to the Company (each, an “Insider” and together, the “Insiders”). The 5,000 Insider Shares granted to Xx. Xxxxxxxxx will be subject to forfeiture and cancellation in the event Xx. Xxxxxxxxx resigns or is removed for cause from his position with the Company prior to the consummation of the Business Combination (as defined below). The 10,000 insider shares granted to Interest Solutions, LLC will not be subject to forfeiture. No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the sale or transfer of the Founders’ Founder Shares. The Founders’ Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.26.3 below)Insider Letters. The holders of Founders’ the Founder Shares shall have no right to any liquidation distributions from the Trust Account with respect to any portion of the Founders’ Founder Shares in the event the Company fails to consummate an any proposed initial merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization reorganization, or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities combination (“Business Combination”) within the required time period. Additionally, the The holders of Founders’ the Founder Shares shall not have conversion rights with respect to the Founders’ Founder Shares nor shall they the holders be entitled to sell such Founders’ Founder Shares to the Company in any tender offer in connection with a proposed Business Combination. The holders of the Founders’ Shares shall agree to vote the Founders’ Shares in favor of any proposed Business Combination. To the extent that If the Over-allotment Allotment Option is not exercised by the Underwriters Representatives, on behalf of the several Underwriters, in full or in part, the Sponsor shall forfeit such number of Founder Shares, up to 375,000 a maximum of the Founders’ Shares shall be subject to forfeiture. Certain of the holders of the Founders’ Shares will be required to forfeit only a number of Founders’ Shares 750,000 Founder Shares, as is necessary to maintain their collective the Sponsor’s and the Insiders’ aggregate 20% beneficial ownership interest in the Ordinary Shares 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 the Private Units and excluding the purchase by the Initial Shareholders Sponsor of the Private Warrants and any shares purchased by them units in the Offering).

Private Placements. 1.3.1 1.3.1. The Company has issued or caused to be transferred to its initial shareholders an aggregate of 1,150,000 Class B ordinary shares, par value $0.0001 per share (including the Underwriters, the “Initial ShareholdersFounder Shares”) ), for aggregate consideration of $25,000 an aggregate of 2,875,000 Ordinary Shares 25,000, to Xiaosen Sponsor LLC (the “Founders’ SharesSponsor”) in a private placements placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In August 2021, the Company issued a share dividend of 0.25 shares for each Founder Share outstanding, resulting in the Sponsor holding 1,437,500 Founder Shares. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale or transfer of the Founders’ Founder Shares. The Founders’ Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.26.3 below)Registration Statement. The holders of Founders’ the Founder Shares (the “Insiders”) shall have no right to any liquidation distributions from the Trust Account with respect to any portion of the Founders’ Founder Shares in the event the Company fails to consummate an initial merger, a share exchange, asset acquisitionshare reconstruction and amalgamation with, stock purchasepurchasing all or substantially all of the assets of, recapitalizationentering into contractual arrangements with, reorganization or engaging in any 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. Additionally, the holders of Founders’ Shares The Insiders shall not have conversion rights with respect to the Founders’ Founder Shares nor shall they be entitled to sell such Founders’ Founder Shares to the Company in any tender offer in connection with a proposed Business Combination. The holders of the Founders’ Shares shall agree to vote the Founders’ Shares in favor of any proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 375,000 187,500 of the Founders’ Founder Shares shall be subject required to forfeiture. Certain be forfeited by the holders thereof, as is necessary to maintain the beneficial ownership percentage of the Company’s shares held by the holders of the Founders’ Founder Shares will be required to forfeit only a number of Founders’ Shares necessary to maintain their collective at 20% ownership interest in the Ordinary Shares after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and but excluding the Representative’s Shares (defined below), the Private Shares (defined below) and the purchase of any Firm Units in the Offering by the Initial Shareholders of the Private Warrants and any shares purchased by them in the Offering).Insiders. ________, 2023

Private Placements. 1.3.1 The Company has issued or caused to be transferred to its initial shareholders (including the Underwriters1.4.1. On November 16, 2021, the Company issued to Mxxxxx Canyon Acquisition Sponsor, LLC (the “Initial ShareholdersSponsor”) for aggregate consideration of $25,000 25,000, an aggregate of 2,875,000 Ordinary Shares 4,312,500 shares (the “Founders’ Founder Shares”) of class B common stock, $0.0001 par value per share (the “Class B Common Stock”), in a private placements 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 or transfer of the Founders’ Founder Shares. On January 26, 2022, the Sponsor surrendered and forfeited 1,006,250 Founder Shares for no consideration, following which the Sponsor holds 3,306,250 Founder Shares. The Founders’ Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Registration Statement and forfeiture terms as set forth in the Subscription Agreement (as defined in Section 2.26.3 below)and the Insider Letter. The holders of Founders’ the Founder Shares (i) shall have no right to any liquidation distributions from the Trust Account with respect to any portion of the Founders’ Founder Shares in the event the Company fails to consummate an any proposed initial merger, share exchange, asset acquisition, stock 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. Additionallyperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses, the holders of Founders’ Shares (ii) shall not have conversion be entitled to exercise any redemption rights with respect to the Founders’ such Founder Shares nor and (iii) shall they not be entitled to sell any such Founders’ Shares shares to the Company in any tender offer in connection with a proposed Business Combination. The holders of the Founders’ Shares shall agree to vote the Founders’ Shares in favor of any proposed Business Combination. To the extent that the Over-allotment Allotment Option is not exercised by the Underwriters in full or in part, up to 375,000 431,250 of the Founders’ Founder Shares shall be subject forfeited in an amount necessary to forfeiture. Certain of maintain the holders of the FoundersFounder Shares’ Shares will be required to forfeit only a number of Founders’ Shares necessary to maintain their collective 20% ownership interest in the Ordinary Shares issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and excluding the purchase by the Initial Shareholders of the Private Warrants and any shares purchased by them in the OfferingOffering and any Private Shares purchased in the Private Placement by the Company’s officers, directors or their affiliates (“Insiders”)).

Private Placements. 1.3.1 The Company has issued or caused to be transferred to its initial shareholders (including the Underwriters1.4.1. On November 16, 2021, the Company issued to Mxxxxx Canyon Acquisition Sponsor, LLC (the “Initial ShareholdersSponsor”) for aggregate consideration of $25,000 25,000, an aggregate of 2,875,000 Ordinary Shares 4,312,500 shares (the “Founders’ Founder Shares”) of class B common stock, $0.0001 par value per share (the “Class B Common Stock”), in a private placements 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 or transfer of the Founders’ Founder Shares. On January 26, 2022 the Sponsor surrendered and forfeited 1,006,250 Founder Shares for no consideration, following which the Sponsor holds 3,306,250 Founder Shares. The Founders’ Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (Registration Statement and forfeiture terms as defined set forth in Section 2.26.3 below)the Forfeiture Agreement. The holders of Founders’ the Founder Shares (i) shall have no right to any liquidation distributions from the Trust Account with respect to any portion of the Founders’ Founder Shares in the event the Company fails to consummate an any proposed initial merger, share exchange, asset acquisition, stock 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. Additionallyperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses, the holders of Founders’ Shares (ii) shall not have conversion be entitled to exercise any redemption rights with respect to the Founders’ such Founder Shares nor and (iii) shall they not be entitled to sell any such Founders’ Shares shares to the Company in any tender offer in connection with a proposed Business Combination. The holders of the Founders’ Shares shall agree to vote the Founders’ Shares in favor of any proposed Business Combination. To the extent that the Over-allotment Allotment Option is not exercised by the Underwriters in full or in part, up to 375,000 431,250 of the Founders’ Founder Shares shall be subject forfeited in an amount necessary to forfeiture. Certain of maintain the holders of the FoundersFounder Shares’ Shares will be required to forfeit only a number of Founders’ Shares necessary to maintain their collective 20% ownership interest in the Ordinary Shares issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and excluding the purchase by the Initial Shareholders of the Private Warrants and any shares purchased by them in the OfferingOffering and any Private Shares purchased in the Private Placement by the Company’s officers, directors or their affiliates (“Insiders”)).

Private Placements. 1.3.1 The Company has issued or caused to be transferred to its initial shareholders (including the Underwriters1.4.1. On November 16, 2021, the Company issued to Mxxxxx Canyon Acquisition Sponsor, LLC (the “Initial ShareholdersSponsor”) for aggregate consideration of $25,000 25,000, an aggregate of 2,875,000 Ordinary Shares 4,312,500 shares (the “Founders’ Founder Shares”) of class B common stock, $0.0001 par value per share (the “Class B Common Stock”), in a private placements 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 or transfer of the Founders’ Founder Shares. The Founders’ Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (Registration Statement and forfeiture terms as defined set forth in Section 2.26.3 below)the Forfeiture Agreement. The holders of Founders’ the Founder Shares (i) shall have no right to any liquidation distributions from the Trust Account with respect to any portion of the Founders’ Founder Shares in the event the Company fails to consummate an any proposed initial merger, share exchange, asset acquisition, stock 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. Additionallyperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses, the holders of Founders’ Shares (ii) shall not have conversion be entitled to exercise any redemption rights with respect to the Founders’ such Founder Shares nor and (iii) shall they not be entitled to sell any such Founders’ Shares shares to the Company in any tender offer in connection with a proposed Business Combination. The holders of the Founders’ Shares shall agree to vote the Founders’ Shares in favor of any proposed Business Combination. To the extent that the Over-allotment Allotment Option is not exercised by the Underwriters in full or in part, up to 375,000 562,500 of the Founders’ Founder Shares shall be subject forfeited in an amount necessary to forfeiture. Certain of maintain the holders of the FoundersFounder Shares’ Shares will be required to forfeit only a number of Founders’ Shares necessary to maintain their collective 20% ownership interest in the Ordinary Shares issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and excluding the purchase by the Initial Shareholders of the Private Warrants and any shares purchased by them in the OfferingOffering and any Private Shares purchased in the Private Placement by the Company’s officers, directors or their affiliates (“Insiders”)).

Private Placements. 1.3.1 The Company has issued or caused to be transferred to its initial shareholders (including the Underwriters1.4.1. In February 2021, the Company issued to GigInternational1 Sponsor, LLC (the “Initial ShareholdersSponsor”) an aggregate of 5,735,000 shares of Common Stock (the “Company Founder Shares”), for the aggregate consideration of $25,000 an aggregate of 2,875,000 Ordinary Shares (the “Founders’ Shares”) 25,000, in a private placements placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). Prior to the Closing, the Company will issue shares of Common Stock (the “Insider Shares” and, together with the Company Founder Shares, the “Founder Shares”), solely in consideration of future services, as follows: 5,000 shares to Xxxx Xxxxxxxxx, the Company’s Chief Financial Officer, and 10,000 shares to Interest Solutions, LLC, an affiliate of ICR, LLC, an investor relations firm providing services to the Company (each, an “Insider” and together, the “Insiders”). The 5,000 Insider Shares granted to Xx. Xxxxxxxxx will be subject to forfeiture and cancellation in the event Xx. Xxxxxxxxx resigns or is removed for cause from his position with the Company prior to the consummation of the Business Combination (as defined below). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the sale or transfer of the Founders’ Founder Shares. The Founders’ Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.26.3 below)Insider Letters. The holders of Founders’ the Founder Shares shall have no right to any liquidation distributions from the Trust Account with respect to any portion of the Founders’ Founder Shares in the event the Company fails to consummate an any proposed initial merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization reorganization, or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities combination (“Business Combination”) within the required time period. Additionally, the The holders of Founders’ the Founder Shares shall not have conversion rights with respect to the Founders’ Founder Shares nor shall they the holders be entitled to sell such Founders’ Founder Shares to the Company in any tender offer in connection with a proposed Business Combination. The holders of the Founders’ Shares shall agree to vote the Founders’ Shares in favor of any proposed Business Combination. To the extent that If the Over-allotment Allotment Option is not exercised by the Underwriters Representatives, on behalf of the several Underwriters, in full or in part, the Sponsor shall forfeit such number of Founder Shares, up to 375,000 a maximum of the Founders’ Shares shall be subject to forfeiture. Certain of the holders of the Founders’ Shares will be required to forfeit only a number of Founders’ Shares 750,000 Founder Shares, as is necessary to maintain their collective the Sponsor’s and the Insiders’ aggregate 20% beneficial ownership interest in the Ordinary Shares 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 the Private Units and excluding the purchase by the Initial Shareholders Sponsor of the Private Warrants and any shares purchased by them units in the Offering).

Private Placements. 1.3.1 The Company has issued or caused to be transferred to its initial shareholders (including the Underwriters1.3.1. In July 2021, the Company issued to the Company’s officers, directors or their affiliates (the “Initial ShareholdersInsiders”) ), for aggregate consideration of $25,000 an aggregate 25,000, 5,750,000 shares of 2,875,000 Ordinary Shares Common Stock (the “Founders’ Founder Shares”) in a private placements 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 or transfer of the Founders’ Founder Shares. The Founders’ Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.26.3 below)Registration Statement. The holders of Founders’ Shares Insiders shall have no right to any liquidation distributions from the Trust Account with respect to any portion of the Founders’ Founder Shares in the event the Company fails to consummate an any proposed initial merger, share exchange, asset acquisition, stock 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 periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. Additionally, the holders of Founders’ Shares The Insiders shall not have conversion rights with respect to the Founders’ Founder Shares nor shall they be entitled to sell such Founders’ Founder Shares to the Company in any tender offer in connection with a proposed Business Combination. The holders of the Founders’ Shares shall agree to vote the Founders’ Shares in favor of any proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 375,000 750,000 of the Founders’ Founder Shares shall be subject to forfeiture. Certain of the holders of the Founders’ Shares will be required to forfeit only a number of Founders’ Shares forfeited in an amount necessary to maintain their collective the Insiders’ 20% ownership interest in the Ordinary Shares shares of Common Stock after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the purchase by the Initial Shareholders Representative’s Shares (defined below), shares of Common Stock included in the Private Warrants Units and any shares purchased by them in the OfferingOffering by the Insiders).

Private Placements. 1.3.1 The Company has issued or caused to be transferred to its initial shareholders (including the Underwriters1.4.1. In September 2018, the Company issued to Sxxxxxxx Special Purpose Acquisition Sponsor, LLC (the “Initial ShareholdersSponsor”) 4,312,500 shares of the Company’s common stock (the “Insider Shares”), for the aggregate consideration of $25,000 an aggregate of 2,875,000 Ordinary Shares (the “Founders’ Shares”) 25,000, in a private placements 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 or transfer of the Founders’ Insider Shares. The Founders’ Sponsor subsequently transferred certain of the Insider Shares to the Company’s director nominees at the same price originally paid for such shares. In December 2018, the Sponsor contributed an aggregate of 575,000 Insider Shares to the Company for no additional consideration, resulting in there being an aggregate of 3,737,500 Insider Shares outstanding. 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 2.26.3 below)Registration Statement. The holders of Founders’ the Insider Shares shall have no right to any liquidation distributions from the Trust Account with respect to any portion of the Founders’ Insider Shares in the event the Company fails to consummate an any proposed initial merger, share exchange, asset acquisition, stock 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. Additionally, the The holders of Founders’ the Insider Shares shall not have conversion rights with respect to the Founders’ Insider Shares nor shall they the holders be entitled to sell such Founders’ Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. The holders of the Founders’ Shares shall agree to vote the Founders’ Shares in favor of any proposed Business Combination. To the extent that If 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 375,000 a maximum of 487,500 Insider Shares, as is necessary to maintain the beneficial ownership percentage of the Founders’ Shares shall be subject to forfeiture. Certain of Company’s Common Stock held by the holders of the Founders’ Insider Shares will be required to forfeit only a number of Founders’ Shares necessary to maintain their collective at 20% ownership interest in the Ordinary Shares after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and but excluding the purchase by the Initial Shareholders of the Private Warrants and any shares purchased by them Firm Units in the Offering).. EarlyBirdCapital, Inc. December 10, 2018

Private Placements. 1.3.1 The Company has issued or caused to be transferred to its initial shareholders (including the Underwriters1.3.1. In November 2020, the Company issued to Property Solutions Acquisition Sponsor II, LLC (the “Initial ShareholdersSponsor”) ), for aggregate consideration of $25,000 an aggregate 25,000, 5,750,000 shares of 2,875,000 Ordinary Shares common stock (the “Founders’ Insider Shares”) in a private placements 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 or placement fees have been or will be payable in connection with the sale or transfer of the Founders’ Insider Shares. The Founders’ Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.26.3 below)Registration Statement. The holders of Founders’ Shares shall the Insider Sharesshall have no right to any liquidation distributions from the Trust Account with respect to any portion of the Founders’ Insider Shares in the event the Company fails to consummate an any proposed initial merger, share exchange, asset acquisition, stock 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 periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. Additionally, the The holders of Founders’ Shares shall the Insider Sharesshall not have conversion rights with respect to the Founders’ Insider Shares nor shall they be entitled to sell such Founders’ Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. The holders of the Founders’ Shares shall agree to vote the Founders’ Shares in favor of any proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 375,000 750,000 of the Founders’ Insider Shares shall be subject to forfeiture. Certain of the holders of the Founders’ Shares will be required to forfeit only a number of Founders’ Shares forfeited in an amount necessary to maintain their collective the Sponsor’s 20% ownership interest in the Ordinary Shares Common Stock after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the purchase by the Initial Shareholders of the Representative’s Shares (defined below), Private Warrants Shares (defined below) and any shares purchased by them in the OfferingOffering by the Company’s officers, directors or their affiliates (“Insiders”)).

Private Placements. 1.3.1 The Company has issued or caused to be transferred to its initial shareholders (including the Underwriters1.3.1. On April 7, 2021, the “Initial Shareholders”) for aggregate consideration of $25,000 an aggregate of 2,875,000 Ordinary Shares Company issued to Chavant Capital Partners LLC (the “Founders’ SharesSponsor”) 2,452,419 Ordinary Shares in a private placements placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). The Company also issued to the Representatives and their designees (collectively, the “Rxxx Designees”) 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. On July 19, 2021, the holders of the outstanding Founder Shares contributed a number of shares to the Company for cancellation such that there were an aggregate of 2,300,000 Founder Shares outstanding. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale or transfer of the Founders’ Founder Shares. The Founders’ 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 2.26.3 below)Registration Statement. The holders of Founders’ Shares Sponsor and Rxxx Designees shall have no right to any liquidation distributions from the Trust Account with respect to any portion of the Founders’ Founder Shares in the event the Company fails to consummate an any proposed initial merger, share exchange, asset acquisition, stock 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 periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. Additionally, the holders of Founders’ Shares The Sponsor and Rxxx Designees shall not have conversion rights with respect to the Founders’ Founder Shares nor shall they be entitled to sell such Founders’ Founder Shares to the Company in any tender offer in connection with a proposed Business Combination. The holders of the Founders’ Shares shall agree to vote the Founders’ Shares in favor of any proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 375,000 of 255,904 Founder Shares held by our Sponsor and up to 44,096 Founder Shares held by the Founders’ Shares Rxxx Designees shall be subject to forfeiture. Certain of the holders of the Founders’ Shares will be required to forfeit only a number of Founders’ Shares forfeited in an amount necessary to maintain their the collective 20% ownership interest in the Ordinary Shares of the Sponsor and Rxxx Designees after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the purchase by the Initial Shareholders of the Private Warrants and any shares purchased by them in the OfferingOffering by the Sponsor and Rxxx Designees).

Private Placements. 1.3.1 The Company has issued or caused to be transferred to its initial shareholders (including the Underwriters1.4.1. In December 2020, the Company issued to GigAcquisitions4, LLC (the “Initial ShareholdersSponsor”) an aggregate of 7,460,000 shares of Common Stock (the “Company Founder Shares”), for the aggregate consideration of $25,000 an aggregate of 2,875,000 Ordinary Shares (the “Founders’ Shares”) 25,000, in a private placements placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). Prior to the Closing, the Company will issue shares of Common Stock (the “Insider Shares” and, together with the Company Founder Shares, the “Founder Shares”), solely in consideration of future services, as follows: 5,000 shares to Xxxx Xxxxxxxxx, the Company’s Chief Financial Officer, and 10,000 shares to Xxxxxxx Xxxxx, one of the Company’s independent directors (each, an “Insider” and together, the “Insiders”). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the sale or transfer of the Founders’ Founder Shares. The Founders’ Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.26.3 below)Insider Letters. The holders of Founders’ the Founder Shares shall have no right to any liquidation distributions from the Trust Account with respect to any portion of the Founders’ Founder Shares in the event the Company fails to consummate an any proposed initial merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization reorganization, or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities combination (“Business Combination”) within the required time period. Additionally, the The holders of Founders’ the Founder Shares shall not have conversion rights with respect to the Founders’ Founder Shares nor shall they the holders be entitled to sell such Founders’ Founder Shares to the Company in any tender offer in connection with a proposed Business Combination. The holders of the Founders’ Shares shall agree to vote the Founders’ Shares in favor of any proposed Business Combination. To the extent that If the Over-allotment Allotment Option is not exercised by the Underwriters Representatives, on behalf of the several Underwriters, in full or in part, the Sponsor shall forfeit such number of Founder Shares, up to 375,000 a maximum of the Founders’ Shares shall be subject to forfeiture. Certain of the holders of the Founders’ Shares will be required to forfeit only a number of Founders’ Shares 975,000 Founder Shares, as is necessary to maintain their collective the Sponsor’s and the Insiders’ aggregate 20% beneficial ownership interest in the Ordinary Shares 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 the Private Units and excluding the purchase by the Initial Shareholders Sponsor of the Private Warrants and any shares purchased by them units in the Offering).

Private Placements. 1.3.1 1.3.1. The Company has issued or caused to be transferred to its initial shareholders an aggregate of 1,150,000 Class B ordinary shares, par value $0.0001 per share (including the Underwriters, the “Initial ShareholdersFounder Shares”) ), for aggregate consideration of $25,000 an aggregate of 2,875,000 Ordinary Shares 25,000, to Xiaosen Sponsor LLC (the “Founders’ SharesSponsor”) in a private placements 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 or transfer of the Founders’ Founder Shares. The Founders’ Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.26.3 below)Registration Statement. The holders of Founders’ the Founder Shares (the “Insiders”) shall have no right to any liquidation distributions from the Trust Account with respect to any portion of the Founders’ Founder Shares in the event the Company fails to consummate an initial merger, a share exchange, asset acquisitionshare reconstruction and amalgamation with, stock purchasepurchasing all or substantially all of the assets of, recapitalizationentering into contractual arrangements with, reorganization or engaging in any 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. Additionally, the holders of Founders’ Shares The Insiders shall not have conversion rights with respect to the Founders’ Founder Shares nor shall they be entitled to sell such Founders’ Founder Shares to the Company in any tender offer in connection with a proposed Business Combination. The holders of the Founders’ Shares shall agree to vote the Founders’ Shares in favor of any proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 375,000 150,000 of the Founders’ Founder Shares shall be subject required to forfeiture. Certain be forfeited by the holders thereof, as is necessary to maintain the beneficial ownership percentage of the Company’s shares held by the holders of the Founders’ Founder Shares will be required to forfeit only a number of Founders’ Shares necessary to maintain their collective at 20% ownership interest in the Ordinary Shares after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and but excluding the Representative’st Shares (defined below), the Private Shares (defined below) and the purchase of any Firm Units in the Offering by the Initial Shareholders of the Private Warrants and any shares purchased by them in the Offering).Insiders. EarlyBirdCapital, Inc. ________, 2020