Common use of Private Placements Clause in Contracts

Private Placements. 1.4.1 In connection with the Company’s organization, the Company issued to its initial stockholders (the “Insider Stockholders”), for an aggregate consideration of $25,000, 2,875,000 shares of Common Stock in a private placement (the “Insider Private Placement”) exempt from registration under Section 4(2) of the Securities Act of 1933, as amended (the “Act”). On November 7, 2014, the Company effected a stock dividend of approximately 0.5 shares of Common Stock for each outstanding share of Common Stock, resulting in the Insider Stockholders owning an aggregate of 3,026,250 shares of Common Stock (the “Insider Shares”) (up to 382,500 of which are subject to forfeiture to the extent the Over-allotment Option is not exercised in full). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Insider Private Placement. Other than in a Permitted Transfer (as defined below), none of the Insider Shares may be sold, assigned or transferred by the Insider Stockholders until the earlier of: (i) with respect to 50% of such Insider Shares, the earlier of one year after the date of consummation of the Business Combination and the date on which the closing price of the Common Stock equals or exceeds $12.50 for any 20 trading days within a 30-trading pay period following the consummation of the Business Combination and (ii) with respect to the remaining 50% of such Insider Shares, one year after the date of the consummation of the Business Combination or earlier, in either case, if, subsequent to the Business Combination, the Company engages in a liquidation, merger, stock exchange or other similar transaction resulting in all of the Company’s stockholders having the right to exchange their shares for cash, securities or other property. The Insider 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 a Business Combination. The Insider Stockholders shall not have redemption rights with respect to the Insider Shares. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 382,500 of the Insider Shares shall be subject to forfeiture by the Insider Stockholders. The Insider Stockholders will be required to forfeit only such number of Insider Shares such that the Insider Shares will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the purchase of the Placement Units (as defined below) and any shares purchased by the Insider Stockholders in the Offering or in the aftermarket). 1.4.2 Simultaneously with the Closing Date, the Insider Stockholders will consummate the purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.23.2 hereof), an aggregate of 575,000 units (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Unit is referred to herein as the “Unit Private Placement.” The warrants included in the Placement Units are referred to herein as the “Placement Warrants.” The Placement Units, the shares of Common Stock and Placement Warrants included in the Placement Units, and the shares of Common Stock issuable upon exercise of the Placement Warrants, are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Units sold in the Unit Private Placement. The Insider Stockholders have also agreed that, in the event that the Over-allotment Option is exercised by the Underwriters, the Insider Stockholders will purchase up to 30,000 additional Placement Units, on a pro rata basis, in order that at least $10.00 per share sold to the public in the Offering is held in trust regardless of whether the Over-allotment Option is exercised in full or in part. The Placement Units are identical to the Firm Units except that the Placement Warrants will be non-redeemable by the Company and may be exercised on a cashless basis so long as they are held by the Insider Stockholders or their permitted transferees. None of the Placement Securities may be sold, assigned or transferred by the Insider Stockholders until after consummation of a Business Combination. The Public Securities, the Placement Securities and the Insider Shares are hereinafter referred to collectively as the “Securities.”

Private Placements. 1.4.1 In connection with the Company’s organization, the The Company issued to its initial stockholders certain persons referenced in the Registration Statement (collectively, the “Insider StockholdersShareholders”), for an aggregate consideration of $25,000, 2,875,000 shares 1,533,333 Ordinary Shares (the “Insider Shares”) (up to 200,000 of Common Stock which are subject to forfeiture, on a pro rata basis, to the extent the Over-allotment Option is not exercised in full) in a private placement (the “Insider Private Placement”) exempt from registration under Section 4(2) of the Securities Act of 1933, as amended (the “Act”). On November 7, 2014, the Company effected a stock dividend of approximately 0.5 shares of Common Stock for each outstanding share of Common Stock, resulting in the Insider Stockholders owning an aggregate of 3,026,250 shares of Common Stock (the “Insider Shares”) (up to 382,500 of which are subject to forfeiture to the extent the Over-allotment Option is not exercised in full). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Insider Private Placement. Other than in a Permitted Transfer (as defined belowherein), none of the Insider Shares may be sold, assigned or transferred by the Insider Stockholders Shareholders until the earlier of: (i) with respect to 5020% of such Insider Shares, the earlier of one year after the date of upon consummation of the Business Combination and the date on which Combination; (ii) with respect to 20% of such Insider Shares, when the closing price of the Common Stock equals or Company’s Ordinary Shares exceeds $12.50 12.00 for any 20 trading days within a 30-trading pay day period following the consummation of the Business Combination; (iii) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iv) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (v) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination and (iivi) with respect to the remaining 50100% of such the Insider Shares, one year after the date of the consummation of immediately if following the Business Combination or earlier, in either case, if, subsequent to the Business Combination, the Company engages in a liquidation, merger, stock exchange or other similar transaction (1) resulting in all of the Company’s stockholders shareholders having the right to exchange their shares for cash, cash or other securities or (2) involving a merger or other propertychange in the majority of the Company’s board of directors (“Board of Directors”) or management team in which the Company is the surviving entity. The Insider 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 a Business Combination. The Insider Stockholders Shareholders shall not have redemption rights with respect to the Insider Shares. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 382,500 of the Insider Shares shall be subject to forfeiture by the Insider Stockholders. The Insider Stockholders will be required to forfeit only such number of Insider Shares such that the Insider Shares will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the purchase of the Placement Units (as defined below) and any shares purchased by the Insider Stockholders in the Offering or in the aftermarket). 1.4.2 Simultaneously with the Closing Date, Xxxxxx Xxxxxxxx, Koji Fusa, Xxxxxxx Xxxxxx and Xxxxxxx Xxxxx or their respective affiliates (collectively, the Insider Stockholders “Placement Investors”) will consummate the purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.23.2 hereof), an aggregate of 575,000 units 3,600,000 warrants (the “Placement UnitsInvestor Warrants”) at a purchase price of $10.00 0.75 per Placement Unit Investor Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(24(2) of the Act. The private placement of the Placement Unit Investor Warrants is referred to herein as the “Unit Warrant Private Placement.” The warrants included in the Placement Units Investor Warrants are referred to herein as the “Placement Warrants.” The Placement Units, and the shares of Common Stock and Placement Warrants included in the Placement Units, and the shares of Common Stock Ordinary Shares issuable upon exercise of the Placement Warrants, Warrants are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Units Investor Warrants sold in the Unit Warrant Private Placement. The Insider Stockholders have also agreed that, in the event that the Over-allotment Option is exercised by the Underwriters, the Insider Stockholders will purchase up to 30,000 additional Placement Units, on a pro rata basis, in order that at least $10.00 per share sold to the public in the Offering is held in trust regardless of whether the Over-allotment Option is exercised in full or in part. The Placement Units are identical to the Firm Units except that the Placement Warrants will be non-redeemable by the Company and may be exercised on a cashless basis so long as they are held by the Insider Stockholders or their permitted transferees. None of the Placement Securities may be sold, assigned or transferred by the Insider Stockholders Placement Investors until thirty (30) days after consummation of a Business Combination. The Public Securities, the Placement Securities and the Insider Shares are hereinafter referred to collectively as the “Securities.”

Private Placements. 1.4.1 In connection with the Company’s organization, the Company issued to its initial stockholders KBL IV Sponsor LLC (the “Insider StockholdersSponsor”), for an aggregate consideration of $25,000, 2,875,000 shares of Common Stock (the “Founder Shares”) in a private placement (the “Insider Private Placement”) exempt from registration under Section 4(24(a)(2) of the Securities Act of 1933, as amended (the “Act”). On November 7, 2014, the Company effected a stock dividend of approximately 0.5 shares of Common Stock for each outstanding share of Common Stock, resulting in the Insider Stockholders owning an aggregate of 3,026,250 shares of Common Stock (the “Insider Shares”) (which up to 382,500 of which 375,000 shares are subject to forfeiture to the extent the Over-allotment Option is not exercised in full). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Insider Private Placement. Other than Except as described in a Permitted Transfer (as defined below)the Registration Statement, none of the Insider Founder Shares may be sold, assigned or transferred by the Insider Stockholders until the earlier of: (i) with respect to 50% of such Insider Shares, the earlier of one year after following the date of consummation of the Business Combination and the date on which Combination; or (ii) when the closing price of the shares of Common Stock equals or exceeds $12.50 12.00 per share for any 20 trading days within a 30-trading pay day period following commencing 150 days after the consummation of the Business Combination and (ii) with respect to the remaining 50% of such Insider Shares, one year after the date of the consummation of the Business Combination Combination; or earlier, in either each case, if, subsequent to the Business Combination, the Company engages in consummates a liquidation, merger, stock exchange or other similar transaction resulting which results in all of the Company’s stockholders having the right to exchange their shares for cash, securities or other property. The Insider Stockholders 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 a Business Combination. The Insider Stockholders shall not have redemption rights with respect to the Insider Founder Shares. To In the extent event that the Over-allotment Option is not exercised by in full, the Underwriters in full or in part, up to 382,500 of the Insider Shares shall be subject to forfeiture by the Insider Stockholders. The Insider Stockholders Sponsor will be required to forfeit only such number of Insider Founder Shares such that the Insider Founder Shares will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the purchase of the Placement Units (as defined below) and any shares purchased by the Insider Stockholders in the Offering or in the aftermarket)Sponsor. 1.4.2 Simultaneously with the Closing Date, the Insider Stockholders Sponsor and the Underwriters will consummate the purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.23.2 2.21.2 hereof), an aggregate of 575,000 450,000 units (or 502,500 units if the Over-allotment Option is exercised in full; 350,000 of such units shall be purchased by the Sponsor and 100,000 of such units shall be purchased by the Underwriters; or 377,500 of such units by the Sponsor and 125,000 by the Underwriters if the Over-allotment Option is exercised in full) which units are identical to the Firm Units except as described below (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. In conjunction with their investment in the Placement Units, the Underwriters or their designees will also purchase membership interests in the Sponsor for a total of $2,000 (or $2,300 if the overallotment option is exercised in full) as an investment in a portion of the Founder Shares held by the Sponsor, pursuant to a separate private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act that will close simultaneously with the closing of the Public Offering and the Unit Private Placement (as defined below). Upon the closing of such offerings, such membership interests will collectively represent a pecuniary interest in 200,000 (or 230,000 if the Over-allotment Option is exercised in full) Founder Shares. The private placement of the Placement Unit Units is referred to herein as the “Unit Private Placement.” The warrants private placement of the membership interests of the Sponsor with the Underwriters is referred to herein as the “Sponsor Interests Private Placement.” The Rights included in the Placement Units are referred to herein as the “Placement Rights.” The Warrants included in the Placement Units are referred to herein as the “Placement Warrants.” The Placement Units, the shares of Common Stock included in the Placement Units, the Placement Rights and Placement Warrants included in the Placement Units, and the shares of Common Stock issuable upon conversion of the Placement Rights and the exercise of the Placement Warrants, are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Units sold in the Unit Private Placement. The Insider Stockholders have also agreed that, Placement or the membership interests of the Sponsor sold in the event that the Over-allotment Option is exercised by the Underwriters, the Insider Stockholders will purchase up to 30,000 additional Placement Units, on a pro rata basis, in order that at least $10.00 per share sold to the public in the Offering is held in trust regardless of whether the Over-allotment Option is exercised in full or in partSponsor Interests Private Placement. The Placement Units are identical to the Firm Units except that the Placement Warrants will be non-redeemable by the Company and may be exercised on a cashless basis so long as they are held by the Insider Stockholders initial purchasers (including the Underwriters) or their permitted transferees. None of the Placement Securities may be sold, assigned or transferred by the Insider Stockholders initial purchasers (including the Underwriters) or their permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Public Securities, the Placement Securities and the Insider Founder Shares are hereinafter referred to collectively as the “Securities.”

Private Placements. 1.4.1 In connection with the Company’s organization, the Company issued to its initial stockholders stockholder (the “Insider StockholdersInitial Stockholder”), for an aggregate consideration of $25,000, 2,875,000 shares of Common Stock in a private placement (the “Insider Private Placement”) exempt from registration under Section 4(2) of the Securities Act of 1933, as amended (the “Act”). From June 23, 2014 through the date hereof, the Initial Stockholder transferred shares (the “Insider Share Transfers”) purchased in the Insider Private Placement, in various amounts and to various stockholders (together with the Initial Stockholder, the “Insider Stockholders”), as memorialized in an agreement entered into by and among the Insider Stockholders, Xxxxxxxx Xxxxxx LLP (“Graubard”) and the Company (the “Share Transfer Agreement”). On November 7, 2014, the Company effected a stock dividend of approximately 0.5 0.05 shares of Common Stock for each outstanding share of Common StockStock (together with the Insider Private Placement and the Insider Share Transfers, resulting “Insider Stockholder Issuances”). The Insider Stockholder Issuances resulted in the Insider Stockholders owning an aggregate of 3,026,250 shares of Common Stock (the “Insider Shares”) (up to 382,500 of which are subject to forfeiture to the extent the Over-allotment Option is not exercised in full). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Insider Private Placement. Other than in a Permitted Transfer (as defined below), none of the Insider Shares may be sold, assigned or transferred by the Insider Stockholders until the earlier of: (i) with respect to 50% of such Insider Shares, the earlier of one year after the date of consummation of the Business Combination and the date on which the closing price of the Common Stock equals or exceeds $12.50 for any 20 trading days within a 30-trading pay period following the consummation of the Business Combination and (ii) with respect to the remaining 50% of such Insider Shares, one year after the date of the consummation of the Business Combination or earlier, in either case, if, subsequent to the Business Combination, the Company engages in a liquidation, merger, stock exchange or other similar transaction resulting in all of the Company’s stockholders having the right to exchange their shares for cash, securities or other property. The Insider 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 a Business Combination. The Insider Stockholders shall not have redemption rights with respect to the Insider Shares. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 382,500 of the Insider Shares shall be subject to forfeiture by the Insider Stockholders. The Insider Stockholders will be required to forfeit only such number of Insider Shares such that the Insider Shares will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the purchase of the Placement Units (as defined below) purchased by the Insider Stockholders and any shares purchased by the Insider Stockholders in the Offering or in the aftermarket). 1.4.2 Simultaneously with the Closing Date, the Insider Stockholders and the Representative (or its designees) will consummate the purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.23.2 2.22.2 hereof), of an aggregate of 575,000 528,500 units (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Unit Units is referred to herein as the “Unit Private Placement.” The warrants included in the Placement Units are referred to herein as the “Placement Warrants.” The Placement Units, the shares of Common Stock and Placement Warrants included in the Placement Units, and the shares of Common Stock issuable upon exercise of the Placement Warrants, are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Units sold in the Unit Private Placement. The Insider Stockholders have also agreed that, in the event that the Over-allotment Option is exercised by the Underwriters, the Insider Stockholders will purchase up to 30,000 additional Placement Units, on a pro rata basis, in order that at least $10.00 per share sold to the public in the Offering is held in trust regardless of whether the Over-allotment Option is exercised in full or in part. The Placement Units are identical to the Firm Units except that the Placement Warrants will be non-redeemable by the Company and may be exercised on a cashless basis so long as they are held by the Insider Stockholders or Stockholders, the Representative or, in each case, their permitted transferees. None of the Placement Securities may be sold, assigned or transferred by the Insider Stockholders until after consummation of a Business Combination. The Public Securities, the Placement Securities and the Insider Shares are hereinafter referred to collectively as the “Securities.”

Private Placements. 1.4.1 In connection with the Company’s organization, the 1.3.1 The Company issued to its initial stockholders certain persons and entities referenced in Part II, Item 7 of the Registration Statement (collectively, the “Insider StockholdersShareholders”), for an aggregate consideration of $25,000, 2,875,000 shares 1,725,000 Ordinary Shares (the “Insider Shares”) (up to 225,000 of Common Stock which are subject to redemption, on a pro rata basis, to the extent the Over-allotment Option is not exercised in full) in a private placement (the “Insider Private Placement”) exempt from registration under Section 4(2) of the Securities Act of 1933, as amended (the “Act”). On November 7, 2014, the Company effected a stock dividend of approximately 0.5 shares of Common Stock for each outstanding share of Common Stock, resulting in the Insider Stockholders owning an aggregate of 3,026,250 shares of Common Stock (the “Insider Shares”) (up to 382,500 of which are subject to forfeiture to the extent the Over-allotment Option is not exercised in full). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Insider Private Placement. Other than in a Permitted Transfer (as defined belowherein), none of the Insider Shares may be sold, assigned or transferred by the Insider Stockholders Shareholders until the earlier of: (i) with respect to 5020% of such Insider Shares, the earlier of one year after the date of upon consummation of the Business Combination and the date on which Combination; (ii) with respect to 20% of such Insider Shares, when the closing price of the Common Stock equals or Company’s Ordinary Shares exceeds $12.50 12.00 for any 20 trading days within a 30-trading pay day period following the consummation of the Business Combination; (iii) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iv) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (v) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination and (iivi) with respect to the remaining 50100% of such the Insider Shares, one year after the date of the consummation of immediately if following the Business Combination or earlier, in either case, if, subsequent to the Business Combination, the Company engages in a liquidation, merger, stock exchange or other similar transaction (1) resulting in all of the Company’s stockholders shareholders having the right to exchange their shares for cash, cash or other securities or (2) involving a merger or other propertychange in the majority of the Company’s board of directors or management team in which the Company is the surviving entity. The Insider 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 a Business Combination. The Insider Stockholders Shareholders shall not have redemption rights with respect to the Insider Shares. To the extent that the Over-allotment Option is not exercised by the Underwriters in full . 1.3.2 On or in part, up to 382,500 of the Insider Shares shall be subject to forfeiture by the Insider Stockholders. The Insider Stockholders will be required to forfeit only such number of Insider Shares such that the Insider Shares will comprise 20% of the issued and outstanding shares of the Company after giving effect prior to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the purchase of the Placement Units (as defined below) and any shares purchased by the Insider Stockholders in the Offering or in the aftermarket). 1.4.2 Simultaneously with the Closing Effective Date, Jxxxx Xxxxxxxxxx, Cxxxxxx Xxxxx, Axxx Xxxxxx, Mxxxxxx Xxxxxxxxx Xxxxxx and Axxxxx Xxxxxxx (collectively, the Insider Stockholders “Placement Investors”) will consummate the purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.23.2 hereof), an aggregate of 575,000 units 3,000,000 warrants (the “Placement UnitsInvestor Warrants”) at a purchase price of $10.00 0.75 per Placement Unit Investor Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(24(2) of the Act. The private placement of the Placement Unit is Investor Warrants and the private placement of the Underwriter Warrants are referred to herein as the “Unit Warrant Private Placement.” The warrants included in Placement Investor Warrants and the Placement Units Underwriter Warrants are collectively referred to herein as the “Placement Warrants.” The Placement Units, and the shares of Common Stock and Placement Warrants included in the Placement Units, and the shares of Common Stock Ordinary Shares issuable upon exercise of the Placement Warrants, Warrants are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Units Investor Warrants sold in the Unit Warrant Private Placement. The Insider Stockholders have also agreed that, in the event that the Over-allotment Option is exercised by the Underwriters, the Insider Stockholders will purchase up to 30,000 additional Placement Units, on a pro rata basis, in order that at least $10.00 per share sold to the public in the Offering is held in trust regardless of whether the Over-allotment Option is exercised in full or in part. The Placement Units are identical to the Firm Units except that the Placement Warrants will be non-redeemable by the Company and may be exercised on a cashless basis so long as they are held by the Insider Stockholders or their permitted transferees. None of the Placement Securities may be sold, assigned or transferred by the Insider Stockholders Placement Investors until thirty (30) days after consummation of a Business Combination. 1.3.3 On or prior to the Effective Date, the Representative and/or its designees (collectively, the “Underwriter Warrant Investors”) will purchase from the Company pursuant to the Subscription Agreements, an aggregate of 600,000 warrants (the “Underwriter Warrants”) at a purchase price of $0.75 per Underwriter Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(2) of the Act. The Public SecuritiesNo underwriting discounts, commissions or placement fees have been or will be payable in connection with the Underwriter Warrants sold in the Warrant Private Placement. None of the Placement Securities and may be sold, assigned or transferred by the Insider Shares are hereinafter referred to collectively as the “SecuritiesUnderwriter Warrant Investors until thirty (30) days after consummation of a Business Combination.”

Private Placements. 1.4.1 In connection with the Company’s organization, the Company issued to its initial stockholders (the “Insider Stockholders”), for an aggregate consideration of $25,000, 2,875,000 shares of Common Stock in a private placement (the “Insider Private Placement”) exempt from registration under Section 4(2) of the Securities Act of 1933, as amended (the “Act”). On November 7, 2014, the Company effected a stock dividend of approximately 0.5 shares of Common Stock for each outstanding share of Common Stock, resulting in the Insider Stockholders owning an aggregate of 3,026,250 shares of Common Stock (the “Insider Shares”) (up to 382,500 of which are subject to forfeiture to the extent the Over-allotment Option is not exercised in full). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Insider Private Placement. Other than in a Permitted Transfer (as defined below), none of the Insider Shares may be sold, assigned or transferred by the Insider Stockholders until the earlier of: (i) with respect to 50% of such Insider Shares, the earlier of one year after the date of consummation of the Business Combination and the date on which the closing price of the Common Stock equals or exceeds $12.50 for any 20 trading days within a 30-trading pay period following the consummation of the Business Combination and (ii) with respect to the remaining 50% of such Insider Shares, one year after the date of the consummation of the Business Combination or earlier, in either case, if, subsequent to the Business Combination, the Company engages in a liquidation, merger, stock exchange or other similar transaction resulting in all of the Company’s stockholders having the right to exchange their shares for cash, securities or other property. The Insider 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 a Business Combination. The Insider Stockholders shall not have redemption rights with respect to the Insider Shares. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 382,500 of the Insider Shares shall be subject to forfeiture by the Insider Stockholders. The Insider Stockholders will be required to forfeit only such number of Insider Shares such that the Insider Shares will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the purchase of the Placement Units (as defined below) and any shares purchased by the Insider Stockholders in the Offering or in the aftermarket). 1.4.2 Simultaneously with the Closing Date, the Insider Stockholders and the Representative (or its designees) will consummate the purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.23.2 2.22.2 hereof), an aggregate of 575,000 528,500 units (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Unit is referred to herein as the “Unit Private Placement.” The warrants included in the Placement Units are referred to herein as the “Placement Warrants.” The Placement Units, the shares of Common Stock and Placement Warrants included in the Placement Units, and the shares of Common Stock issuable upon exercise of the Placement Warrants, are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Units sold in the Unit Private Placement. The Insider Stockholders have also agreed that, in the event that the Over-allotment Option is exercised by the Underwriters, the Insider Stockholders will purchase up to 30,000 additional Placement Units, on a pro rata basis, in order that at least $10.00 per share sold to the public in the Offering is held in trust regardless of whether the Over-allotment Option is exercised in full or in part. The Placement Units are identical to the Firm Units except that the Placement Warrants will be non-redeemable by the Company and may be exercised on a cashless basis so long as they are held by the Insider Stockholders or Stockholders, the Representative or, in each case, their permitted transferees. None of the Placement Securities may be sold, assigned or transferred by the Insider Stockholders until after consummation of a Business Combination. The Public Securities, the Placement Securities and the Insider Shares are hereinafter referred to collectively as the “Securities.”

Private Placements. 1.4.1 1.3.1. In connection with the Company’s organizationNovember 2020, the Company issued to its initial stockholders Property Solutions Acquisition Sponsor II, LLC (the “Insider StockholdersSponsor”), for an aggregate consideration of $25,000, 2,875,000 5,750,000 shares of Common Stock common stock (the “Insider Shares”) in a private placement (the “Insider Private Placement”) intended to be exempt from registration under Section 4(24(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. On November 7, 2014In February 2021, the Company effected a 1:1.25 stock dividend split of approximately 0.5 the Insider Shares which resulted in 5,750,000 shares of common stock being converted into 7,187,500 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock for Stock”). In March 2021, the Company effected a 1.2 stock split of each outstanding share of Class B Common Stock, resulting in the Insider Stockholders owning there being an aggregate of 3,026,250 shares of Common Stock (the “8,625,000 Insider Shares”) (up to 382,500 of which are subject to forfeiture to the extent the Over-allotment Option is not exercised in full)Shares outstanding. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Private PlacementShares. Other than The Insider Shares shall be subject to restrictions on transfer as set forth in a Permitted Transfer (as defined below), none the Registration Statement. The holders of the Insider Shares may be sold, assigned or transferred by the Insider Stockholders until the earlier of: (i) with respect to 50% of such Insider Shares, the earlier of one year after the date of consummation of the Business Combination and the date on which the closing price of the Common Stock equals or exceeds $12.50 for any 20 trading days within a 30-trading pay period following the consummation of the Business Combination and (ii) with respect to the remaining 50% of such Insider Shares, one year after the date of the consummation of the Business Combination or earlier, in either case, if, subsequent to the Business Combination, the Company engages in a liquidation, merger, stock exchange or other similar transaction resulting in all of the Company’s stockholders having the right to exchange their shares for cash, securities or other property. The Insider 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 a 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 except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The holders of the Insider Stockholders Shares shall not have redemption conversion rights with respect to the Insider SharesShares nor shall they be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 382,500 1,125,000 of the Insider Shares shall be subject forfeited in an amount necessary to forfeiture by maintain the Insider Stockholders. The Insider Stockholders will be required to forfeit only such number of Insider Shares such that the Insider Shares will comprise Sponsor’s 20% of ownership interest in the issued and outstanding shares of the Company Common Stock after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the purchase of the Placement Units Representative’s Shares (as defined below), Private Shares (defined below) and any shares purchased by the Insider Stockholders in the Offering by the Company’s officers, directors or in the aftermarkettheir affiliates (“Insiders”)). 1.4.2 Simultaneously with the Closing Date1.3.2. In January 2021, the Insider Stockholders will consummate the purchase from the Company pursuant issued to the Subscription Agreements (as defined in Section 2.23.2 hereof)Representative and its designees, for an aggregate of 575,000 units approximately $870.00, 300,000 shares (after giving effect to a 1.2 stock split effected in March 2021) of Common Stock (the “Placement UnitsRepresentative’s Shares”) at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Unit is referred to herein as the “Unit Private Placement.” The warrants included in the Placement Units are referred to herein as the “Placement Warrants.” The Placement Units, the shares of Common Stock and Placement Warrants included in the Placement Units, and the shares of Common Stock issuable upon exercise of the Placement Warrants, are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Representative’s Shares. The holders of the Representative’s Shares have agreed not to transfer, assign or sell any Representative’s Shares without the Company’s prior consent until the completion of an initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”). The Representative’s Shares are identical to the shares of Common Stock included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion or redemption rights with respect to such Representative’s Shares and shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination or amendment to the Charter Documents (as defined below) relating to pre-Business Combination activity and (ii) will have no right to any liquidation distributions with respect to any portion of the Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). 1.3.3. Simultaneously with the Closing Date, the Sponsor and the Representative (and/or their designees) will purchase from the Company pursuant to the Private Placement Units sold Purchase Agreements (as defined in Section 2.24.2 below), an aggregate of 805,000 units (the “Private Units”), each consisting of one share of Common Stock (the “Private Shares”) and one-fourth of one warrant (the “Private Warrants” and together with the Private Units and Private Shares, the “Private Securities”)), at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, of which the Sponsor will purchase 655,000 Private Units and the Representative and/or its designees will purchase 150,000 Private Units. The terms of the Private Units, Private Shares and Private Warrants are as described in the Unit Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Insider Stockholders Sponsor and Representative have also agreed that, in the event that the Over-allotment Option is exercised by the Underwritersexercised, the Insider Stockholders they will purchase up to 30,000 90,000 additional Placement Private Units, on a pro rata basisof which the Sponsor will purchase 67,500 Private Units and the Representative and/or its designees will purchase 22,500 Private Units, and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units into the Trust Account such that the amount of funds in order that at least the Trust Account shall be $10.00 per share Public Share sold to the public in the Offering is held in trust regardless of whether the Over-allotment Option is exercised in full or in part. The Placement Units are identical to the Firm Units except that the Placement Warrants will be non-redeemable by the Company and may be exercised on a cashless basis so long as they are held by the Insider Stockholders or their permitted transferees. None of the Placement Securities may be sold, assigned or transferred by the Insider Stockholders until after consummation of a Business Combination. The Public Securities, the Placement Securities and the Insider Shares are hereinafter referred to collectively as the “SecuritiesOffering.”

Private Placements. 1.4.1 In connection with the Company’s organization, the 1.3.1 The Company issued to its initial stockholders certain persons and entities referenced in Part II, Item 7 of the Registration Statement (collectively, the “Insider StockholdersShareholders”), for an aggregate consideration of $25,000, 2,875,000 3,066,667 ordinary shares (the “Insider Shares”) (up to 400,000 of Common Stock which are subject to redemption to the extent the Over-allotment Option (as defined in Section 1.2.1 hereof) is not exercised in full) in a private placement (the “Insider Private Placement”) intended to be exempt from registration under Section 4(2) of the Securities Act of 1933, as amended (the “Act”). On November 7, 2014, the Company effected a stock dividend of approximately 0.5 shares of Common Stock for each outstanding share of Common Stock, resulting in the Insider Stockholders owning an aggregate of 3,026,250 shares of Common Stock (the “Insider Shares”) (up to 382,500 of which are subject to forfeiture to the extent the Over-allotment Option is not exercised in full). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Insider Private Placement. Other than in a Permitted Transfer (as defined below), none None of the Insider Shares may be sold, assigned or transferred by the Insider Stockholders Shareholders until the earlier of: (i) with respect to 5020% of such Insider Shares, the earlier of one year after the date of upon consummation of the Business Combination and the date on which Transaction; (ii) with respect to 20% of such Insider Shares, when the closing price of the Common Stock equals or Company’s Ordinary Shares exceeds $12.50 11.75 for any 20 trading days within a 30-trading pay day period following the consummation of the Business Combination and Transaction; (iiiii) with respect to the remaining 5020% of such the Insider Shares, one year after when the date closing price of the Company’s Ordinary Shares exceeds $12.75 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination or earlierTransaction; (iv) with respect to 20% of the Insider Shares, in either case, if, subsequent to when the Business Combination, the Company engages in a liquidation, merger, stock exchange or other similar transaction resulting in all closing price of the Company’s stockholders having Ordinary Shares exceeds $14.00 for any 20 trading days within a 30-trading day period following the right consummation of the Business Transaction; and (v) with respect to exchange their shares 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $15.50 for cash, securities or other propertyany 20 trading days within a 30-trading day period following the consummation of the Business Combination. The Insider 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 a Business CombinationTransaction. The Insider Stockholders Shareholders shall not have redemption rights with respect to the Insider Shares. To . 1.3.2 On or prior to the extent that the Over-allotment Option is not exercised by the Underwriters in full or in partEffective Date, up to 382,500 of the Insider Shares shall be subject to forfeiture by the Insider Stockholders. The Insider Stockholders will be required to forfeit only such number of Insider Shares such that the Insider Shares will comprise 20% of the issued certain directors and outstanding shares officers of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option their affiliates (and excluding the purchase of the Placement Units (as defined below) and any shares purchased by the Insider Stockholders in the Offering or in the aftermarket). 1.4.2 Simultaneously with the Closing Datecollectively, the Insider Stockholders “Warrant Placement Investors”) will consummate the purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.23.2 hereof), an aggregate of 575,000 units 9,200,000 warrants (the “Placement UnitsWarrants”) at a purchase price of $10.00 0.50 per Placement Unit Warrant in a private placement (the “Warrant Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(24(2) of the Act. The private placement of the Placement Unit is referred to herein as the “Unit Private Placement.” The warrants included in the Placement Units are referred to herein as the “Placement Warrants.” The Placement Units, the shares of Common Stock and Placement Warrants included in the Placement Units, and the shares of Common Stock Ordinary Shares issuable upon exercise of the Placement Warrants, Warrants are hereinafter referred to collectively as the “Warrant Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Units sold in the Unit Warrant Private Placement. The Insider Stockholders have also agreed that, in the event that the Over-allotment Option is exercised by the Underwriters, the Insider Stockholders will purchase up to 30,000 additional Placement Units, on a pro rata basis, in order that at least $10.00 per share sold to the public in the Offering is held in trust regardless of whether the Over-allotment Option is exercised in full or in part. The Placement Units are identical to the Firm Units except that the Placement Warrants will be non-redeemable by the Company and may be exercised on a cashless basis so long as they are held by the Insider Stockholders or their permitted transferees. None of the Warrant Placement Securities may be sold, assigned or transferred by the Insider Stockholders Warrant Placement Investors until ninety (90) days after consummation of a Business Combination. The Public Securities, the Placement Securities and the Insider Shares are hereinafter referred to collectively as the “SecuritiesTransaction.”

Private Placements. 1.4.1 In connection with the Company’s organization, the 1.3.1 The Company issued to its initial stockholders certain persons and entities referenced in Part II, Item 7 of the Registration Statement (collectively, the “Insider StockholdersShareholders”), for an aggregate consideration of $25,000, 2,875,000 2,453,333 ordinary shares (the “Insider Shares”) (up to 320,000 of Common Stock which are subject to redemption to the extent the Over-allotment Option (as defined in Section 1.2.1 hereof) is not exercised in full) in a private placement (the “Insider Private Placement”) intended to be exempt from registration under Section 4(2) of the Securities Act of 1933, as amended (the “Act”). On November 7, 2014, the Company effected a stock dividend of approximately 0.5 shares of Common Stock for each outstanding share of Common Stock, resulting in the Insider Stockholders owning an aggregate of 3,026,250 shares of Common Stock (the “Insider Shares”) (up to 382,500 of which are subject to forfeiture to the extent the Over-allotment Option is not exercised in full). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Insider Private Placement. Other than in a Permitted Transfer (as defined below), none None of the Insider Shares may be sold, assigned or transferred by the Insider Stockholders Shareholders until the earlier of: (i) with respect to 5020% of such Insider Shares, the earlier of one year after the date of upon consummation of the Business Combination and the date on which Transaction; (ii) with respect to 20% of such Insider Shares, when the closing price of the Common Stock equals or Company’s Ordinary Shares exceeds $12.50 11.75 for any 20 trading days within a 30-trading pay day period following the consummation of the Business Combination and Transaction; (iiiii) with respect to the remaining 5020% of such the Insider Shares, one year after when the date closing price of the Company’s Ordinary Shares exceeds $12.75 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination or earlierTransaction; (iv) with respect to 20% of the Insider Shares, in either case, if, subsequent to when the Business Combination, the Company engages in a liquidation, merger, stock exchange or other similar transaction resulting in all closing price of the Company’s stockholders having Ordinary Shares exceeds $14.00 for any 20 trading days within a 30-trading day period following the right consummation of the Business Transaction; and (v) with respect to exchange their shares 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $15.50 for cash, securities or other propertyany 20 trading days within a 30-trading day period following the consummation of the Business Combination. The Insider 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 a Business CombinationTransaction. The Insider Stockholders Shareholders shall not have redemption rights with respect to the Insider Shares. To . 1.3.2 On or prior to the extent that the Over-allotment Option is not exercised by the Underwriters in full or in partEffective Date, up to 382,500 of the Insider Shares shall be subject to forfeiture by the Insider Stockholders. The Insider Stockholders will be required to forfeit only such number of Insider Shares such that the Insider Shares will comprise 20% of the issued certain directors and outstanding shares officers of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option their affiliates (and excluding the purchase of the Placement Units (as defined below) and any shares purchased by the Insider Stockholders in the Offering or in the aftermarket). 1.4.2 Simultaneously with the Closing Datecollectively, the Insider Stockholders “Warrant Placement Investors”) will consummate the purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.23.2 hereof), an aggregate of 575,000 units 8,000,000 warrants (the “Placement UnitsWarrants”) at a purchase price of $10.00 0.50 per Placement Unit Warrant in a private placement (the “Warrant Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(24(2) of the Act. The private placement of the Placement Unit is referred to herein as the “Unit Private Placement.” The warrants included in the Placement Units are referred to herein as the “Placement Warrants.” The Placement Units, the shares of Common Stock and Placement Warrants included in the Placement Units, and the shares of Common Stock Ordinary Shares issuable upon exercise of the Placement Warrants, Warrants are hereinafter referred to collectively as the “Warrant Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Units sold in the Unit Warrant Private Placement. The Insider Stockholders have also agreed that, in the event that the Over-allotment Option is exercised by the Underwriters, the Insider Stockholders will purchase up to 30,000 additional Placement Units, on a pro rata basis, in order that at least $10.00 per share sold to the public in the Offering is held in trust regardless of whether the Over-allotment Option is exercised in full or in part. The Placement Units are identical to the Firm Units except that the Placement Warrants will be non-redeemable by the Company and may be exercised on a cashless basis so long as they are held by the Insider Stockholders or their permitted transferees. None of the Warrant Placement Securities may be sold, assigned or transferred by the Insider Stockholders Warrant Placement Investors until ninety (90) days after consummation of a Business Combination. The Public Securities, the Placement Securities and the Insider Shares are hereinafter referred to collectively as the “SecuritiesTransaction.”

Private Placements. 1.4.1 In connection with the Company’s organization, the 1.3.1 The Company issued to its initial stockholders certain persons and entities referenced in Part II, Item 7 of the Registration Statement (collectively, the “Insider Stockholders”), for an aggregate consideration of $25,000, 2,875,000 2,430,000 shares of Common Stock (the “Insider Shares”) (up to 300,000 of which are subject to redemption to the extent the Over-allotment Option (as defined in Section 1.2.1 hereof) is not exercised in full) in a private placement (the “Insider Private Placement”) intended to be exempt from registration under Section 4(2) of the Securities Act of 1933, as amended (the “Act”). On November 7, 2014, the Company effected a stock dividend of approximately 0.5 shares of Common Stock for each outstanding share of Common Stock, resulting in the Insider Stockholders owning an aggregate of 3,026,250 shares of Common Stock (the “Insider Shares”) (up to 382,500 of which are subject to forfeiture to the extent the Over-allotment Option is not exercised in full). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Insider Private Placement. Other than in a Permitted Transfer (as defined below), none None of the Insider Shares may be sold, assigned or transferred by the Insider Stockholders until the earlier of: (i) with respect to 5020% of such Insider Shares, the earlier of one year after the date of upon consummation of the Business Combination and the date on which Transaction; (ii) with respect to 20% of such Insider Shares, when the closing price of the Company’s Common Stock equals or exceeds $12.50 12.00 for any 20 trading days within a 30-trading pay day period following the consummation of the Business Transaction; (iii) with respect to 20% of the Insider Shares, when the closing price of the Company’s Common Stock exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the Business Transaction; (iv) with respect to 20% of the Insider Shares, when the closing price of the Company’s Common Stock exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Transaction; (v) with respect to 20% of the Insider Shares, when the closing price of the Company’s Common Stock exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination and (iivi) with respect to the remaining 50100% of such the Insider Shares, one year after the date of the consummation of Shares immediately if following the Business Combination or earlier, in either case, if, subsequent to the Business Combination, Transaction the Company engages in a liquidation, merger, stock exchange or other similar transaction (1) resulting in all of the Company’s stockholders having the right to exchange their shares for cash, cash or other securities or (2) involving a merger or other propertychange in the majority of the Company’s board of directors or management team in which the Company is the surviving entity. The Insider 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 a Business CombinationTransaction. The Insider Stockholders shall not have redemption rights with respect to the Insider Shares. To . 1.3.2 On or prior to the extent that the Over-allotment Option is not exercised by the Underwriters in full or in partEffective Date, up to 382,500 of the Insider Shares shall be subject to forfeiture by the Insider Stockholders. The Insider Stockholders will be required to forfeit only such number of Insider Shares such that the Insider Shares will comprise 20% of the issued certain directors and outstanding shares officers of the Company after giving effect to and their affiliates, through Empeiria Investors LLC (the Offering and exercise“Placement Unit Investor”), if any, of the Underwriters’ Over-allotment Option (and excluding the purchase of the Placement Units (as defined below) and any shares purchased by the Insider Stockholders in the Offering or in the aftermarket). 1.4.2 Simultaneously with the Closing Date, the Insider Stockholders will consummate the purchase from the Company pursuant to the Subscription Agreements Agreement (as defined in Section 2.23.2 hereof), an aggregate of 575,000 390,000 units (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Placement Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(24(2) of the Act. The private placement of the Placement Unit is referred to herein as the “Unit Private Placement.” The warrants included in the Placement Units are referred to herein as the “Placement Warrants.” The Placement Units, the shares of Common Stock and Placement Warrants included in the Placement Units, Units and the shares of Common Stock issuable upon exercise of the Warrants included in the Placement Warrants, Units are hereinafter referred to collectively as the “Placement Unit Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Units sold in the Unit Private Placement. The Insider Stockholders have also agreed that, in the event that the Over-allotment Option is exercised by the Underwriters, the Insider Stockholders will purchase up to 30,000 additional Placement Units, on a pro rata basis, in order that at least $10.00 per share sold to the public in the Offering is held in trust regardless of whether the Over-allotment Option is exercised in full or in part. The Placement Units are identical to the Firm Units except that the Placement Warrants will be non-redeemable by the Company and may be exercised on a cashless basis so long as they are held by the Insider Stockholders or their permitted transferees. None of the Placement Unit Securities may be sold, assigned or transferred by the Insider Stockholders Placement Unit Investors until thirty (30) days after consummation of a Business Combination. The Public Securities, the Placement Securities and the Insider Shares are hereinafter referred to collectively as the “SecuritiesTransaction.”

Private Placements. 1.4.1 In connection with the Company’s organization, the Company issued to its initial stockholders KBL IV Sponsor LLC (the “Insider StockholdersSponsor”), for an aggregate consideration of $25,000, 2,875,000 shares of Common Stock (the “Founder Shares”) in a private placement (the “Insider Private Placement”) exempt from registration under Section 4(24(a)(2) of the Securities Act of 1933, as amended (the “Act”). On November 7, 2014, the Company effected a stock dividend of approximately 0.5 shares of Common Stock for each outstanding share of Common Stock, resulting in the Insider Stockholders owning an aggregate of 3,026,250 shares of Common Stock (the “Insider Shares”) (which up to 382,500 of which 375,000 shares are subject to forfeiture to the extent the Over-allotment Option is not exercised in full). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Insider Private Placement. Other than Except as described in a Permitted Transfer (as defined below)the Registration Statement, none of the Insider Founder Shares may be sold, assigned or transferred by the Insider Stockholders until the earlier of: (i) with respect to 50% of such Insider Shares, the earlier of one year after following the date of consummation of the Business Combination and the date on which Combination; or (ii) when the closing price of the shares of Common Stock equals or exceeds $12.50 12.00 per share for any 20 trading days within a 30-trading pay day period following commencing 150 days after the consummation of the Business Combination and (ii) with respect to the remaining 50% of such Insider Shares, one year after the date of the consummation of the Business Combination Combination; or earlier, in either each case, if, subsequent to the Business Combination, the Company engages in consummates a liquidation, merger, stock exchange or other similar transaction resulting which results in all of the Company’s stockholders having the right to exchange their shares for cash, securities or other property. The Insider Stockholders 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 a Business Combination. The Insider Stockholders shall not have redemption rights with respect to the Insider Founder Shares. To In the extent event that the Over-allotment Option is not exercised by in full, the Underwriters in full or in part, up to 382,500 of the Insider Shares shall be subject to forfeiture by the Insider Stockholders. The Insider Stockholders Sponsor will be required to forfeit only such number of Insider Founder Shares such that the Insider Founder Shares will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the purchase of the Placement Units (as defined below) and any shares purchased by the Insider Stockholders in the Offering or in the aftermarket)Sponsor. 1.4.2 Simultaneously with the Closing Date, the Insider Stockholders Sponsor and the Underwriters will consummate the purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.23.2 2.21.2 hereof), an aggregate of 575,000 450,000 units (or 502,500 units if the Over-allotment Option is exercised in full; 350,000 of such units shall be purchased by the Sponsor and 100,000 of such units shall be purchased by the Underwriters; or 387,500 of such units by the Sponsor and 115,000 by the Underwriters if the Over-allotment Option is exercised in full) which units are identical to the Firm Units except as described below (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. In conjunction with their investment in the Placement Units, the Underwriters or their designees will also purchase membership interests in the Sponsor for a total of $2,000 (or $2,300 if the overallotment option is exercised in full) as an investment in a portion of the Founder Shares held by the Sponsor, pursuant to a separate private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act that will close simultaneously with the closing of the Public Offering and the Unit Private Placement (as defined below). Upon the closing of such offerings, such membership interests will collectively represent a pecuniary interest in 200,000 (or 230,000 if the Over-allotment Option is exercised in full) Founder Shares. The private placement of the Placement Unit Units is referred to herein as the “Unit Private Placement.” The warrants private placement of the membership interests of the Sponsor with the Underwriters is referred to herein as the “Sponsor Interests Private Placement.” The Rights included in the Placement Units are referred to herein as the “Placement Rights.” The Warrants included in the Placement Units are referred to herein as the “Placement Warrants.” The Placement Units, the shares of Common Stock Stock, the Placement Rights and Placement Warrants included in the Placement Units, and the shares of Common Stock issuable upon conversion of the Placement Rights and the exercise of the Placement Warrants, are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Units sold in the Unit Private Placement. The Insider Stockholders have also agreed that, Placement or the membership interests of the Sponsor sold in the event that the Over-allotment Option is exercised by the Underwriters, the Insider Stockholders will purchase up to 30,000 additional Placement Units, on a pro rata basis, in order that at least $10.00 per share sold to the public in the Offering is held in trust regardless of whether the Over-allotment Option is exercised in full or in partSponsor Interests Private Placement. The Placement Units are identical to the Firm Units except that the Placement Warrants will be non-redeemable by the Company and may be exercised on a cashless basis so long as they are held by the Insider Stockholders initial purchasers (including the Underwriters) or their permitted transferees. None of the Placement Securities may be sold, assigned or transferred by the Insider Stockholders initial purchasers (including the Underwriters) or their permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Public Securities, the Placement Securities and the Insider Founder Shares are hereinafter referred to collectively as the “Securities.”

Private Placements. 1.4.1 In connection with the Company’s organization, the 1.3.1 The Company issued to its initial stockholders certain persons and entities referenced in Part II, Item 7 of the Registration Statement (collectively, the “Insider StockholdersShareholders”), for an aggregate consideration of $25,000, 2,875,000 shares 1,725,000 Ordinary Shares (the “Insider Shares”) (up to 225,000 of Common Stock which are subject to redemption, on a pro rata basis, to the extent the Over-allotment Option is not exercised in full) in a private placement (the “Insider Private Placement”) exempt from registration under Section 4(2) of the Securities Act of 1933, as amended (the “Act”). On November 7, 2014, the Company effected a stock dividend of approximately 0.5 shares of Common Stock for each outstanding share of Common Stock, resulting in the Insider Stockholders owning an aggregate of 3,026,250 shares of Common Stock (the “Insider Shares”) (up to 382,500 of which are subject to forfeiture to the extent the Over-allotment Option is not exercised in full). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Insider Private Placement. Other than in a Permitted Transfer (as defined belowherein), none of the Insider Shares may be sold, assigned or transferred by the Insider Stockholders Shareholders until the earlier of: (i) with respect to 5020% of such Insider Shares, the earlier of one year after the date of upon consummation of the Business Combination and the date on which Combination; (ii) with respect to 20% of such Insider Shares, when the closing price of the Common Stock equals or Company’s Ordinary Shares exceeds $12.50 12.00 for any 20 trading days within a 30-trading pay day period following the consummation of the Business Combination; (iii) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iv) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (v) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination and (iivi) with respect to the remaining 50100% of such the Insider Shares, one year after the date of the consummation of immediately if following the Business Combination or earlier, in either case, if, subsequent to the Business Combination, the Company engages in a liquidation, merger, stock exchange or other similar transaction (1) resulting in all of the Company’s stockholders shareholders having the right to exchange their shares for cash, cash or other securities or (2) involving a merger or other propertychange in the majority of the Company’s board of directors or management team in which the Company is the surviving entity. The Insider 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 a Business Combination. The Insider Stockholders Shareholders shall not have redemption rights with respect to the Insider Shares. To the extent that the Over-allotment Option is not exercised by the Underwriters in full . 1.3.2 On or in part, up to 382,500 of the Insider Shares shall be subject to forfeiture by the Insider Stockholders. The Insider Stockholders will be required to forfeit only such number of Insider Shares such that the Insider Shares will comprise 20% of the issued and outstanding shares of the Company after giving effect prior to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the purchase of the Placement Units (as defined below) and any shares purchased by the Insider Stockholders in the Offering or in the aftermarket). 1.4.2 Simultaneously with the Closing Effective Date, Xxxxx Xxxxxxxxxx, Xxxxxxx Xxxxx, Xxxx Xxxxxx, Xxxxxxx Xxxxxxxxx Xxxxxx and Xxxx Xxxxxxx (collectively, the Insider Stockholders “Placement Investors”) will consummate the purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.23.2 hereof), an aggregate of 575,000 units 3,000,000 warrants (the “Placement UnitsInvestor Warrants”) at a purchase price of $10.00 0.75 per Placement Unit Investor Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(24(2) of the Act. The private placement of the Placement Unit is Investor Warrants and the private placement of the Underwriter Warrants are referred to herein as the “Unit Warrant Private Placement.” The warrants included in Placement Investor Warrants and the Placement Units Underwriter Warrants are collectively referred to herein as the “Placement Warrants.” The Placement Units, and the shares of Common Stock and Placement Warrants included in the Placement Units, and the shares of Common Stock Ordinary Shares issuable upon exercise of the Placement Warrants, Warrants are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Units Investor Warrants sold in the Unit Warrant Private Placement. The Insider Stockholders have also agreed that, in the event that the Over-allotment Option is exercised by the Underwriters, the Insider Stockholders will purchase up to 30,000 additional Placement Units, on a pro rata basis, in order that at least $10.00 per share sold to the public in the Offering is held in trust regardless of whether the Over-allotment Option is exercised in full or in part. The Placement Units are identical to the Firm Units except that the Placement Warrants will be non-redeemable by the Company and may be exercised on a cashless basis so long as they are held by the Insider Stockholders or their permitted transferees. None of the Placement Securities may be sold, assigned or transferred by the Insider Stockholders Placement Investors until thirty (30) days after consummation of a Business Combination. 1.3.3 On or prior to the Effective Date, the Representative and/or its designees (collectively, the “Underwriter Warrant Investors”) will purchase from the Company pursuant to the Subscription Agreements, an aggregate of 600,000 warrants (the “Underwriter Warrants”) at a purchase price of $0.75 per Underwriter Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(2) of the Act. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Underwriter Warrants sold in the Warrant Private Placement. None of the Placement Securities may be sold, assigned or transferred by the Underwriter Warrant Investors until thirty (30) days after consummation of a Business Combination. The Public SecuritiesRepresentative understands and agrees that there are significant restrictions pursuant to Rule 5110 of the Financial Industry Regulatory Authority (“FINRA”) against transferring the Underwriter Warrants (and the underlying Ordinary Shares) during the first 180 days after the Effective Date as set forth in the purchase agreement for the Underwriter Warrants and by its acceptance of the Underwriter Warrants (and the underlying Ordinary Shares), the Placement Securities Representative agrees that it will not sell, transfer, assign, pledge or hypothecate the Underwriter Warrants (and the Insider Shares are hereinafter referred underlying Ordinary Shares), or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 days following the Effective Date to collectively as anyone other than (i) an Underwriter or a selected dealer in connection with the “SecuritiesOffering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the lock-up restrictions set forth in this Section 1.3.3 in writing.”

Private Placements. 1.4.1 In connection with The Company issued to certain of the members of the Company’s organization, the Company issued to its initial stockholders management team (the “Insider Stockholders”), for an aggregate consideration of $25,000, 2,875,000 1,150,000 shares of Common Stock (the “Insider Shares”) (up to 150,000 of which are subject to forfeiture to the extent the Over-allotment Option is not exercised in full) in a private placement (the “Insider Private Placement”) exempt from registration under Section 4(2) of the Securities Act of 1933, as amended (the “Act”). On November 7, 2014, the Company effected a stock dividend of approximately 0.5 shares of Common Stock for each outstanding share of Common Stock, resulting in the Insider Stockholders owning an aggregate of 3,026,250 shares of Common Stock (the “Insider Shares”) (up to 382,500 of which are subject to forfeiture to the extent the Over-allotment Option is not exercised in full). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Insider Private Placement. Other than in a Permitted Transfer (as defined below), none of the Insider Shares may be sold, assigned or transferred by the Insider Stockholders until the earlier ofuntil: (i) with respect to 50% of such the Insider Shares, the earlier of one year after the date of the consummation of the Business Combination and the date on which the closing price of the Company’s shares of Common Stock equals or exceeds $12.50 13.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within a any 30-trading pay day period following the consummation of commencing after the Business Combination Combination; and (ii) with respect to the remaining 50% of such the Insider Shares, one year after the date of the consummation of the Business Combination Combination; or earlier, in either case, if, subsequent to the Business Combination, the Company engages in consummates a liquidation, merger, stock share exchange or other similar transaction resulting which results in all of the Company’s stockholders having the right to exchange their shares for cash, securities or other property. The Insider 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 a Business Combination. The Insider Stockholders shall not have redemption rights with respect to the Insider Shares. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 382,500 of the Insider Shares shall be subject to forfeiture by the Insider Stockholders. The Insider Stockholders will be required to forfeit only such number of Insider Shares such that the Insider Shares will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the purchase of the Placement Units (as defined below) and any shares purchased by the Insider Stockholders in the Offering or in the aftermarket). 1.4.2 Simultaneously with the Closing Date, the Insider Stockholders will consummate the purchase from the Company pursuant to the Subscription Agreements Agreement (as defined in Section 2.23.2 hereof), an aggregate a number of 575,000 units equal to (i) 210,000, plus (ii) the Additional Amount divided by $10.00, which units are identical to the Firm Units, (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(24(2) of the Act. The private placement of the Placement Unit is referred to herein as the “Unit Private Placement.” The warrants rights included in the Placement Units are referred to herein as the “Placement WarrantsRights.” The Placement Units, the shares of Common Stock and Placement Warrants Rights included in the Placement Units, and the shares of Common Stock issuable upon exercise of the Placement WarrantsRights, are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Units sold in the Unit Private Placement. The Insider Stockholders have also agreed that, in the event that the Over-allotment Option is exercised by the Underwriters, the Insider Stockholders will purchase up to 30,000 additional Placement Units, on a pro rata basis, in order that at least $10.00 per share sold to the public in the Offering is held in trust regardless of whether the Over-allotment Option is exercised in full or in part. The Placement Units are identical to the Firm Units except that the Placement Warrants will be non-redeemable by the Company and may be exercised on a cashless basis so long as they are held by the Insider Stockholders or their permitted transferees. None of the Placement Securities may be sold, assigned or transferred by the Insider Stockholders until thirty (30) days after consummation of a Business Combination. The Public Securities, the Placement Securities and the Insider Shares are hereinafter referred to collectively as the “Securities.”” The proceeds from the sale of the Placement Units shall be deposited into the Trust Account.

Private Placements. 1.4.1 In connection with The Company issued to certain members of the Company’s organization, the Company issued to its initial stockholders management team or their affiliates (the “Insider Stockholders”), for an aggregate consideration of $25,000, 2,875,000 shares of Common Stock in a private placement (the “Insider Private Placement”) exempt from registration under Section 4(2) of the Securities Act of 1933, as amended (the “Act”). On November 7, 2014, the Company effected a stock dividend of approximately 0.5 shares of Common Stock for each outstanding share of Common Stock, resulting in the Insider Stockholders owning an aggregate of 3,026,250 3,916,667 shares of Common Stock (the “Insider Shares”) (up to 382,500 500,000 of which are subject to forfeiture to the extent the Over-allotment Option is not exercised in full) in a private placement (the “Insider Private Placement”) exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Insider Private Placement. Other than in a Permitted Transfer (as defined below), none of the Insider Shares may be sold, assigned or transferred by the Insider Stockholders until the earlier of: (i) with respect to 5020% of such Insider Shares, the earlier of one year after the date of consummation of the Business Combination and the date on which Combination, (ii) with respect to 20% of such Insider Shares, such time when the closing price of the Company’s Common Stock equals or exceeds $12.50 12.00 for any 20 trading days within a 30-trading pay day period following the consummation of the Business Combination Combination, (iii) with respect to 20% of such Insider Shares, such time when the closing price of the Company’s Common Stock exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination, (iv) with respect to 20% of such Insider Shares, such time when the closing price of the Company’s Common Stock exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination, and (iiv) with respect to the remaining 5020% of such Insider Shares, one year after such time when the date closing price of the Company’s Common Stock exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination or earlierCombination, in either each case, if, subsequent to the Business Combination, the Company engages in a liquidationtransaction (i) involving a consolidation, merger, stock exchange merger or other similar transaction resulting in all a change in the majority of the Company’s board of directors or management team, and in which the Company is the surviving entity or, (ii) resulting in stockholders having the right to exchange their shares for cash, securities cash or other propertysecurities. The Insider 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 a Business Combination. The Insider Stockholders shall not have redemption rights with respect to the Insider Shares. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 382,500 500,000 of the Insider Shares shall be subject to forfeiture by the Insider Stockholders. The Insider Stockholders will be required to forfeit only such number of Insider Shares such that the Insider Shares will comprise 2025% of the 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 after giving effect to the purchase of the Placement Units (as defined below) and but excluding any shares purchased by the Insider Stockholders in the Offering or in the aftermarket). 1.4.2 Simultaneously with the Closing Date, FinTech Investor Holdings, LLC (the Insider Stockholders “Sponsor”) and the Representative [/Representative Affiliate] will consummate the purchase from the Company pursuant pursuant, to the Subscription Agreements (as defined in Section 2.23.2 hereof), an aggregate of 575,000 250,000 units (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Unit is referred to herein as the “Unit Private Placement.” The warrants included in the Placement Units are referred to herein as the “Placement Warrants.” The Placement Units, the shares of Common Stock and Placement Warrants included in the Placement Units, and the shares of Common Stock issuable upon exercise of the Placement Warrants, are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Units sold in the Unit Private Placement. The Insider Stockholders have also agreed that, in the event that the Over-allotment Option is exercised by the Underwriters, the Insider Stockholders will purchase up to 30,000 additional Placement Units, on a pro rata basis, in order that at least $10.00 per share sold to the public in the Offering is held in trust regardless of whether the Over-allotment Option is exercised in full or in part. The Placement Units are identical to the Firm Units except that (i) the Placement Units will not be subject to any redemption rights or any rights to distributions upon liquidation and (ii) the Placement Warrants will be non-redeemable by the Company and may be exercised on a cashless basis so long as they are held by the Insider Stockholders Sponsor [or the Representative] or their permitted transferees. None of the Placement Securities may be sold, assigned or transferred by the Insider Stockholders until 30 days after consummation of a Business Combination. The Public Securities, the Placement Securities and the Insider Shares are hereinafter referred to collectively as the “Securities.”

Private Placements. 1.4.1 In connection with the Company’s organization, the Company issued to its initial stockholders Nevada PMV Acquisition Holding Company, LLC (the “Insider Sponsor”) and the Company’s directors and advisors (collectively, the “Initial Stockholders”), for an aggregate consideration of $25,000, 2,875,000 shares of Common Stock (the “Insider Shares”) (up to 375,000 of which are subject to forfeiture by the Sponsor to the extent the Over-allotment Option is not exercised in a full). These transactions were effectuated in private placement transactions (collectively, the “Insider Private Placement”) exempt from registration under Section 4(24(a)(2) of the Securities Act of 1933, as amended (the “Act”). On November 7, 2014, the Company effected a stock dividend of approximately 0.5 shares of Common Stock for each outstanding share of Common Stock, resulting in the Insider Stockholders owning an aggregate of 3,026,250 shares of Common Stock (the “Insider Shares”) (up to 382,500 of which are subject to forfeiture to the extent the Over-allotment Option is not exercised in full). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Insider Private Placement. Other than in a Permitted Transfer (as defined below), none of the Insider Shares may be sold, assigned or transferred by the Insider Stockholders until the earlier of: (i) with respect to 50% of such Insider Shares, the earlier of one year after the date of consummation of the Business Combination and Combination; provided that the date on which Insider Shares may be sold, assigned or transferred by the Insider Stockholders prior to such time if (i) the closing price of the Common Stock equals or exceeds $12.50 12.00 for any 20 trading days within a 30-trading pay period during the 150-days immediately following the consummation of the Business Combination and or (ii) with respect to the remaining 50% of such Insider Shares, one year after the date of the consummation of the Business Combination or earlier, in either case, if, subsequent to the Business Combination, the Company engages in a liquidation, merger, stock exchange or other similar transaction resulting in all of the Company’s stockholders having the right to exchange their shares for cash, securities or other property. The Insider 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 a Business Combination. The Insider Stockholders shall not have redemption rights with respect to the Insider Shares. To the extent that the Over-allotment Option is not exercised by the Underwriters Underwriter in full or in part, up to 382,500 375,000 of the Insider Shares shall be subject to forfeiture by the Insider StockholdersSponsor. The Insider Stockholders Sponsor will be required to forfeit only such number of Insider Shares such that the Insider Shares will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Underwriter’s Over-allotment Option (and excluding the purchase of the Placement Units (as defined below) and any shares purchased by the Insider Stockholders in the Offering or in the aftermarket). 1.4.2 Simultaneously with the Closing Date, the Insider Stockholders Sponsor will consummate the purchase from the Company pursuant to the Subscription Agreements Agreement (as defined in Section 2.23.2 2.22.2 hereof), ) of an aggregate of 575,000 units 7,000,000 warrants (the “Placement UnitsWarrants”) ), each warrant exercisable to purchase one-half of one share of Common Stock at $5.75 per half share, at a purchase price of $10.00 0.50 per Placement Unit Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Unit Warrants is referred to herein as the “Unit Warrant Private Placement.” The warrants included in the Placement Units are referred to herein as the “Placement Warrants.” The Placement Units, the shares of Common Stock and Placement Warrants included in the Placement Units, and the shares of Common Stock issuable upon exercise of the Placement Warrants, Warrants are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Units Warrants sold in the Unit Warrant Private Placement. The Insider Stockholders have also agreed that, in the event that the Over-allotment Option is exercised by the Underwriters, the Insider Stockholders will purchase up to 30,000 additional Placement Units, on a pro rata basis, in order that at least $10.00 per share sold to the public in the Offering is held in trust regardless of whether the Over-allotment Option is exercised in full or in part. The Placement Units Warrants are identical to the Warrants contained in the Firm Units except that the Placement Warrants will be non-redeemable by the Company and may be exercised on a cashless basis so long as they are held by the Insider Stockholders Sponsor or their its permitted transferees. None of the Placement Securities may be sold, assigned or transferred by the Insider Stockholders until after consummation of a Business Combination. The Public Securities, the Placement Securities and the Insider Shares are hereinafter referred to collectively as the “Securities.”

Private Placements. 1.4.1 In connection with the Company’s organization, the 1.3.1 The Company issued to its initial stockholders certain persons and entities referenced in Part II, Item 7 of the Registration Statement (collectively, the “Insider StockholdersShareholders”), for an aggregate consideration of $25,000, 2,875,000 shares 1,725,000 Ordinary Shares (the “Insider Shares”) (up to 225,000 of Common Stock which are subject to redemption, on a pro rata basis, to the extent the Over-allotment Option is not exercised in full) in a private placement (the “Insider Private Placement”) exempt from registration under Section 4(2) of the Securities Act of 1933, as amended (the “Act”). On November 7, 2014, the Company effected a stock dividend of approximately 0.5 shares of Common Stock for each outstanding share of Common Stock, resulting in the Insider Stockholders owning an aggregate of 3,026,250 shares of Common Stock (the “Insider Shares”) (up to 382,500 of which are subject to forfeiture to the extent the Over-allotment Option is not exercised in full). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Insider Private Placement. Other than in a Permitted Transfer (as defined belowherein), none of the Insider Shares may be sold, assigned or transferred by the Insider Stockholders Shareholders until the earlier of: (i) with respect to 5020% of such Insider Shares, the earlier of one year after the date of upon consummation of the Business Combination and the date on which Combination; (ii) with respect to 20% of such Insider Shares, when the closing price of the Common Stock equals or Company’s Ordinary Shares exceeds $12.50 12.00 for any 20 trading days within a 30-trading pay day period following the consummation of the Business Combination; (iii) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iv) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (v) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination and (iivi) with respect to the remaining 50100% of such the Insider Shares, one year after the date of the consummation of immediately if following the Business Combination or earlier, in either case, if, subsequent to the Business Combination, the Company engages in a liquidation, merger, stock exchange or other similar transaction (1) resulting in all of the Company’s stockholders shareholders having the right to exchange their shares for cash, cash or other securities or (2) involving a merger or other propertychange in the majority of the Company’s board of directors or management team in which the Company is the surviving entity. The Insider 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 a Business Combination. The Insider Stockholders Shareholders shall not have redemption rights with respect to the Insider Shares. To the extent that the Over-allotment Option is not exercised by the Underwriters in full . 1.3.2 On or in part, up to 382,500 of the Insider Shares shall be subject to forfeiture by the Insider Stockholders. The Insider Stockholders will be required to forfeit only such number of Insider Shares such that the Insider Shares will comprise 20% of the issued and outstanding shares of the Company after giving effect prior to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the purchase of the Placement Units (as defined below) and any shares purchased by the Insider Stockholders in the Offering or in the aftermarket). 1.4.2 Simultaneously with the Closing Effective Date, Jxxxx Xxxxxxxxxx, Cxxxxxx Xxxxx, Axxx Xxxxxx, Mxxxxxx Xxxxxxxxx Xxxxxx, and Axxxxx Xxxxxxx (collectively, the Insider Stockholders “Placement Warrant Investors”) will consummate the purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.23.2 hereof), an aggregate of 575,000 units 3,000,000 warrants (the “Placement UnitsWarrants”) at a purchase price of $10.00 0.75 per Placement Unit Warrant in a private placement (the “Warrant Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(24(2) of the Act. The private placement of the Placement Unit is referred to herein as the “Unit Private Placement.” The warrants included in the Placement Units are referred to herein as the “Placement Warrants.” The Placement Units, the shares of Common Stock and Placement Warrants included in the Placement Units, and the shares of Common Stock Ordinary Shares issuable upon exercise of the Placement Warrants, Warrants are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Units sold in the Unit Warrant Private Placement. The Insider Stockholders have also agreed that, in the event that the Over-allotment Option is exercised by the Underwriters, the Insider Stockholders will purchase up to 30,000 additional Placement Units, on a pro rata basis, in order that at least $10.00 per share sold to the public in the Offering is held in trust regardless of whether the Over-allotment Option is exercised in full or in part. The Placement Units are identical to the Firm Units except that the Placement Warrants will be non-redeemable by the Company and may be exercised on a cashless basis so long as they are held by the Insider Stockholders or their permitted transferees. None of the Warrant Placement Securities may be sold, assigned or transferred by the Insider Stockholders Placement Warrant Investors until thirty (30) days after consummation of a Business Combination. The Public Securities, the Placement Securities and the Insider Shares are hereinafter referred to collectively as the “Securities.”