Common use of Private Placements Clause in Contracts

Private Placements. 1.4.1. On January 1, 2020, the Company issued to LifeSci Holdings LLC, a Delaware limited liability company (the “Sponsor”), an aggregate of 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 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 Initial Stockholders shall not have conversion rights with respect to the Insider Shares nor shall the 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 281,250 Insider Shares, as is necessary to maintain the 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 purchase of any shares in the Offering.

Private Placements. 1.4.1. On January February 1, 2020, the Company issued to LifeSci Holdings LLC, a Delaware limited liability company (the “Sponsor”), an aggregate of 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[ ], 20202021, the Sponsor transferred 215,625 6,000 Insider Shares to Chardan Healthcare Investments LLC, 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 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 Initial Stockholders shall not have conversion rights with respect to the Insider Shares nor shall the 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 281,250 Insider Shares, as is necessary to maintain the Initial StockholdersSponsors’ 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 purchase of any shares in the Offering.

Private Placements. 1.4.1. On January 1, 2020, the The Company issued to LifeSci Holdings LLCXxxxxx Oakwood Investments, a Delaware limited liability company LLC (the “Sponsor”), an ) for aggregate consideration of 2,156,250 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”). On September 30, 2020, the Sponsor transferred 215,625 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 Chardan Healthcare Investments LLC, (collectively with adjustment as described in the Sponsor, the “Initial Stockholders”)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 Initial Stockholders 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 Initial Stockholders Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the Initial Stockholders 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 281,250 Insider Shares, as is Shares necessary to maintain the Initial Stockholders’ 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 Representative’s Shares and the purchase by the Sponsor of the Private Units (defined below) and any shares purchased in the Offering).

Private Placements. 1.4.1. On January 1, 2020, the The Company issued to LifeSci Holdings LLCXxxxxx Oakwood Investments, a Delaware limited liability company LLC (the “Sponsor”), an ) for aggregate consideration of 2,156,250 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”). On September 30, 2020, the Sponsor transferred 215,625 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 Chardan Healthcare Investments LLC, (collectively with adjustment as described in the Sponsor, the “Initial Stockholders”)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 Initial Stockholders 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 Initial Stockholders Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the Initial Stockholders 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 281,250 Insider Shares, as is Shares necessary to maintain the Initial Stockholders’ 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 Representative’s Shares and the purchase by the Sponsor of the Private Units (defined below) and any shares purchased in the Offering).

Private Placements. 1.4.1. On January 1, 2020, the The Company has issued to LifeSci Holdings LLCCambridge Capital LLC (“Cambridge”) and Xxxxxx Family 2007 Trust, a Delaware limited liability company (the “Sponsor”)for aggregate consideration of $25,000, an aggregate 2,012,500 shares of 2,156,250 Shares Common Stock (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(24(2) of the Securities Act of 1933, as amended (the “Act”). On September 30, 2020, the Sponsor Such entities subsequently transferred 215,625 an aggregate of 445,000 Insider Shares to Chardan Healthcare Investments LLC, various third parties as described under the heading “Certain Transactions” in the Prospectus (collectively with the Sponsordefined below) (collectively, the “Initial StockholdersInsiders”). 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 belowhereof). The Initial Stockholders 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 (“a 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 Initial Stockholders Insiders shall not have conversion rights with respect to the Insider Shares nor shall Shares. To the Initial Stockholders be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, up to 262,500 of the Sponsor Insider Shares shall be subject to forfeiture by certain of the Insiders. The Insiders will be required to forfeit such only a number of Insider Shares, up to a maximum shares of 281,250 Insider Shares, as is Common Stock necessary to maintain the Initial Stockholders’ their 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 purchase of the Sponsor Units and any shares purchased by the Insiders or Representative in the Offering.). EarlyBirdCapital, Inc. _____________, 2013

Private Placements. 1.4.1. On January 1, 2020In May 2017, the Company issued to LifeSci Holdings LLCBlack Ridge Oil & Gas, a Delaware limited liability company Inc. (the “Sponsor”), ) for aggregate consideration of $25,000 an aggregate of 2,156,250 Shares 2,875,000 shares of Common Stock (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”). On September 30, 2020In October 2017, the Sponsor transferred 215,625 Insider Shares to Chardan Healthcare Investments LLC, (collectively with Company effected a stock dividend of 0.2 shares for each outstanding share of Common Stock on the Sponsor, the “Initial Stockholders”)date thereof. No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Founders’ Shares. The Insider Founders’ Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below). The Initial Stockholders holders of Founders’ Shares shall have no right to any liquidation distributions with respect to any portion of the Insider Founders’ Shares in the event the Company fails to consummate any proposed an initial merger, share 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 period. The Initial Stockholders Additionally, the holders of Founders’ Shares shall not have conversion rights with respect to the Insider Founders’ Shares nor shall the Initial Stockholders they be entitled to sell such Insider Founders’ 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 450,000 of the Sponsor Founders’ Shares shall be subject to forfeiture. The holders of the Founders’ Shares will be required to forfeit such only a number of Insider Shares, up to a maximum of 281,250 Insider Shares, as is Founders’ Shares necessary to maintain the Initial Stockholders’ their collective 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 purchase by the Sponsor of the Private Units and any shares purchased by them in the Offering).

Private Placements. 1.4.1. On January 1, 2020, the The Company issued to LifeSci Holdings LLCForum Investors I, a Delaware limited liability company LLC (the “Sponsor”)) for aggregate consideration of $25,000, an aggregate 3,593,750 shares of 2,156,250 Shares 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”). On September 30The 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, 2020, subject to adjustment as described in the Sponsor transferred 215,625 Insider Shares to Chardan Healthcare Investments LLC, (collectively with the Sponsor, the “Initial Stockholders”)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 Initial Stockholders 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 Initial Stockholders Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the Initial Stockholders 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 281,250 Insider Shares, as is Shares necessary to maintain the Initial Stockholders’ 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 Representative’s Shares and the purchase by the Sponsor of the Private Units (defined below) and any shares purchased in the Offering.). EarlyBirdCapital, Inc. [●], 2017

Private Placements. 1.4.1. On January 1, 2020, the The Company issued to LifeSci Holdings LLC, a Delaware limited liability company MTech Sponsor LLC (the “Sponsor”), an aggregate ) 1,437,500 shares of 2,156,250 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”). On September 30, 2020, the Sponsor transferred 215,625 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 Chardan Healthcare Investments LLC, (collectively with adjustment as described in the Sponsor, the “Initial Stockholders”)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 Initial Stockholders 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 Initial Stockholders Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the Initial Stockholders 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 281,250 187,500 Insider Shares, as is necessary to maintain the Initial Stockholders’ 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 purchase by the Sponsor of any shares Firm Units or Private Units (defined below) in the Offering.

Private Placements. 1.4.11.3.1. On January 124, 20202021, the Company issued to LifeSci Holdings LLC, a Delaware limited liability company Archimedes Tech SPAC Partners Sponsor LLC (the “Sponsor”), ) an aggregate of 2,156,250 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 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, 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 Initial Stockholders 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 Initial Stockholders holders of the Insider Shares shall not have conversion rights with respect to the Insider Shares nor shall the Initial Stockholders 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 281,250 the Insider Shares, as is Shares shall be forfeited in an amount necessary to maintain the Initial Stockholdersholders’ 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 purchase of Representative’s Shares any shares included in the OfferingPrivate Units (defined below) and any shares purchased in the Offering by the Company’s Sponsor, officers, directors or their affiliates (“Insiders”)).

Private Placements. 1.4.11.3.1. On January 1, 2020In July 2021, the Company issued to LifeSci Holdings LLCthe Company’s officers, a Delaware limited liability company directors or their affiliates (the “SponsorInsiders”), an for aggregate consideration of 2,156,250 Shares $25,000, 5,750,000 shares of Common Stock (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”). On September 30, 2020In November 2021, the Sponsor transferred 215,625 Insider Shares to Chardan Healthcare Investments LLCCompany effected a dividend of 0.2 shares of Common Stock for each outstanding share of Common Stock, (collectively with resulting in the Sponsor, the “Initial Stockholders”)Insiders holding an aggregate of 6,900,000 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 Initial Stockholders 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, 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 Initial Stockholders Insiders shall not have conversion rights with respect to the Insider Founder Shares nor shall the Initial Stockholders 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 900,000 of 281,250 Insider Shares, as is the Founder Shares shall be forfeited in an amount necessary to maintain the Initial StockholdersInsiders’ 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 purchase Representative’s Shares (defined below), shares of Common Stock included in the Private Units and any shares purchased in the OfferingOffering by the Insiders).

Private Placements. 1.4.1. On January 1, 20201.4.1 In August 2019, the Company issued to LifeSci Holdings LLCMerida Capital Partners III LP, a Delaware limited liability company partnership (the “Sponsor”), an aggregate of 2,156,250 Shares 2,875,000 (3,450,000 after giving effect to the Dividend) 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 September 30, 2020In October 2019, the Sponsor transferred 215,625 the Insider Shares to Chardan Healthcare Investments Merida Holdings, LLC, (collectively with which currently holds the Sponsor, the “Initial Stockholders”)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 2.26.3 below). The Initial Stockholders 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 Initial Stockholders Merida Holdings, LLC shall not have conversion rights with respect to the Insider Shares nor shall the Initial Stockholders 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 281,250 450,000 Insider Shares, as is necessary to maintain the Initial Stockholders’ 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 Representative’s Shares (as defined below) and the purchase of any shares in the Offering.

Private Placements. 1.4.1. On January 1, 2020, the The Company issued to LifeSci Holdings LLCMTech Sponsor, a Delaware limited liability company LLC (the “Sponsor”), an aggregate ) 1,437,500 shares of 2,156,250 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”). On September 30, 2020, the Sponsor transferred 215,625 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 Chardan Healthcare Investments LLC, (collectively with adjustment as described in the Sponsor, the “Initial Stockholders”)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 Initial Stockholders 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 Initial Stockholders Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the Initial Stockholders 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 281,250 187,500 Insider Shares, as is necessary to maintain the Initial Stockholders’ 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 purchase by the Sponsor of any shares Firm Units or Private Units (defined below) in the Offering.

Private Placements. 1.4.1. On January 1, 2020In March 2019, the Company issued to LifeSci Tuscan Holdings Acquisition II LLC, a Delaware limited liability company (the “Sponsor”), ) an aggregate of 2,156,250 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”). On September 30, 2020In 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 transferred 215,625 holding an aggregate of 4,312,500 Insider Shares to Chardan Healthcare Investments LLC, (collectively with the Sponsor, the “Initial Stockholders”)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 Initial Stockholders 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 Initial Stockholders Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the Initial Stockholders 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 281,250 562,500 Insider Shares, as is necessary to maintain the Initial Stockholders’ 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.. EarlyBirdCapital, Inc. July 11, 2019

Private Placements. 1.4.1. On January 1The Company has issued to Xxxxx Xxxx, 2020Beira Corp., Xxxx X. Xxxxx, Xxxxxx Xxxxxx, Xxxx Xxxx Xxxx, The Octagon Foundation, The Panaga Group Trust, and Arowana International (collectively, the Company issued to LifeSci Holdings LLC, a Delaware limited liability company (the “SponsorInitial Shareholders”), an for aggregate consideration of 2,156,250 $25,000, 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”). 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, 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 belowhereof). The Initial Stockholders 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”) 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 Initial Stockholders Shareholders shall not have conversion rights with respect to the Insider Shares nor shall Shares. To the Initial Stockholders be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, up to 225,000 of the Sponsor Insider Shares shall be subject to forfeiture by the Initial Shareholders. The Initial Shareholders will be required to forfeit such pro rata only a number of Insider Shares, up to a maximum of 281,250 Insider Shares, as is Ordinary Shares necessary to maintain the Initial StockholdersShareholders’ 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 purchase of the Private Units and any shares purchased in the Offering).

Private Placements. 1.4.1. On January 1, 2020, the The Company has issued to LifeSci Holdings LLCCambridge Capital LLC (“Cambridge”) and Xxxxxx Family 2007 Trust, a Delaware limited liability company (the “Sponsor”)for aggregate consideration of $25,000, an aggregate 2,012,500 shares of 2,156,250 Shares Common Stock (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(24(2) of the Securities Act of 1933, as amended (the “Act”). On September 30, 2020, the Sponsor Such entities subsequently transferred 215,625 an aggregate of 445,000 Insider Shares to Chardan Healthcare Investments LLC, various third parties as described under the heading “Certain Transactions” in the Prospectus (collectively with the Sponsordefined below) (collectively, the “Initial StockholdersInsiders”). 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 belowhereof). The Initial Stockholders 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 (“a 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 Initial Stockholders Insiders shall not have conversion rights with respect to the Insider Shares nor shall Shares. To the Initial Stockholders be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, up to 262,500 of the Sponsor Insider Shares shall be subject to forfeiture by certain of the Insiders. The Insiders will be required to forfeit such only a number of Insider Shares, up to a maximum shares of 281,250 Insider Shares, as is Common Stock necessary to maintain the Initial Stockholders’ their 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 purchase of the Sponsor Units and any shares purchased by the Insiders or Representative in the Offering).

Private Placements. 1.4.1. On January 1, 20201.3.1 In September 2021, the Company issued to LifeSci Holdings LLCROC Energy Holdings, a Delaware limited liability company LLC (the “Sponsor”), an for aggregate consideration of 2,156,250 Shares $25,000, 4,312,500 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”). 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, 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 Initial Stockholders 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 Initial Stockholders Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the Initial Stockholders 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 281,250 the Insider Shares, as is Shares shall be forfeited in an amount necessary to maintain the Initial Stockholders’ 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 purchase of EBC Founder Shares (defined below), the Private Shares (defined below) and any shares purchased in the OfferingOffering by the Sponsor or the Company’s officers, directors or their affiliates (“Insiders”)).