Common use of Purchase Option Clause in Contracts

Purchase Option. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (“Representative’s Purchase Option”) for the purchase of an aggregate of 150,000 Units (“Representative’s Units”) for an aggregate purchase price of $100. Each Representative Unit shall consist of one share of Common Stock and one warrant (a “Representative’s Warrant”). Each Representative’s Warrant shall entitle its holder to purchase one share of Common Stock for $7.50 during the period commencing on the later of: (i) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year from the Effective Date and ending on the later of the five-year anniversary of the Effective Date or, if earlier redeemed by the Company in accordance therewith. The Representative’s Purchase Option shall be exercisable, in whole or in part, commencing on the later of the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or one year from the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Representative’s Unit of $12.50, which is equal to one hundred and twenty five percent (125%) of the public offering price of a Unit. The Representative’s Purchase Option, the Representative’s Units, the Representative’s Warrants and the shares of Common Stock issuable upon exercise of the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Purchase Option and the underlying securities during the first 180 days after the Effective Date, and, by its acceptance of the Representative’s Units, the Representative agrees that it will not, sell, transfer, assign, pledge or hypothecate the Representative’s Purchase Option, or any portion thereof, or engage in 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 anyone other than (i) an Underwriter or a 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; and only if any such transferee agrees to the lock-up restrictions set forth in this Section 1.4.1 in writing.

Purchase Option. The Company hereby agrees to issue and sell to the Representative (and/or its their designees) on the Closing Effective Date an option (“Representative’s Purchase Option”) for the purchase of an aggregate of 150,000 Series A Units and/or Series B Units (“Representative’s Units”) for an aggregate purchase price of $100. Each Representative Unit shall consist of one share of Common Stock and one warrant (a “the Representative’s Warrant”). Each Units is identical to the Firm Units except that the exercise price of the Warrants included in the Representative’s Warrant Units shall entitle its holder to purchase one be $ per share of Common Stock for $7.50 during and the period commencing Class Z Warrants included in the Representative’s Units shall be exercisable by the Representative terminating on the later of: (i) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year from the Effective Date and ending on the later of the five-year anniversary of the Effective Date or, if earlier redeemed by the Company in accordance therewithDate. The Representative’s Purchase Option shall be exercisable, in whole or in part, commencing on the later of the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (i) one year from the Effective Date and (ii) the consummation of a Business Combination and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Representative’s Unit of $12.50, which is equal to one hundred $ per Series A Unit and twenty five percent (125%) of the public offering price of a $ per Series B Unit. The Representative’s Purchase Option, the Representative’s Units, the Warrants underlying the Representative’s Warrants Units (the “Representative’s Warrants”) and the shares of Common Stock issuable upon exercise of the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Purchase Option and the underlying securities during the first 180 days year after the Effective Date, and, by its acceptance as set forth in Section 3 of the Representative’s Units, the Representative agrees that it will not, sell, transfer, assign, pledge or hypothecate the Representative’s Purchase Option, or any portion thereof, or engage in 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 anyone other than (i) an Underwriter or a 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; and only if any such transferee agrees to the lock-up restrictions set forth in this Section 1.4.1 in writing.

Purchase Option. The As additional consideration, the Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (“Representative’s Purchase Option”) for the purchase of an aggregate of 150,000 Units 500,000 units (the “Representative’s Units”) for an aggregate purchase price of $100. Each Representative Unit shall consist of one share of Common Stock and one warrant (a “Representative’s Warrant”). Each Representative’s Warrant shall entitle its holder to purchase one share of Common Stock for $7.50 during the period commencing on the later of: (i) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year from the Effective Date and ending on the later of the five-year anniversary of the Effective Date or, if earlier redeemed by the Company in accordance therewith100.00. The Representative’s Purchase Option shall be exercisable, in whole or in part, commencing on the later of (i) the consummation closing of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may beBusiness Combination, or one year (ii) six (6) months from the Effective Date, and expiring on the earlier of five (5) years from the Effective Date and expiring the day immediately prior to the day on which the five-year anniversary Company and all of the Effective Date its successors have been dissolved, for cash or on a cashless basis, at an initial exercise price per Representative’s Unit of $12.5011.50, which is equal to one hundred and twenty five fifteen percent (125115%) of the initial public offering price of a Unit. The Representative’s Purchase Option, the Representative’s Units, the Ordinary Shares, the Rights included in the Representative’s Warrants Units (the “Representative’s Rights”) and the shares Warrants included in the Representative’s Units (the “Representative’s Warrants”) and the Ordinary Shares issuable pursuant to the terms of Common Stock issuable upon exercise of the Representative’s Rights and the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Purchase Option and the underlying securities during the first 180 days six (6) months after the Effective Date, and, by its acceptance as set forth in Section 3 of the Representative’s Units, the Representative agrees that it will not, sell, transfer, assign, pledge or hypothecate the Representative’s Purchase Option, or any portion thereof, or engage in 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 anyone other than (i) an Underwriter or a 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; and only if any such transferee agrees to the lock-up restrictions set forth in this Section 1.4.1 in writing.

Purchase Option. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Effective Date an option (“Representative’s Purchase Option”) for the purchase of an aggregate of 150,000 Units ____ units (“Representative’s Units”) for an aggregate purchase price of $100. Each Representative Unit shall consist of one share of Common Stock and one warrant (a “the Representative’s Warrant”). Each Representative’s Warrant shall entitle its holder Units is identical to purchase one share of Common Stock for $7.50 during the period commencing on the later of: (i) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year from the Effective Date and ending on the later of the five-year anniversary of the Effective Date or, if earlier redeemed by the Company in accordance therewithFirm Units. The Representative’s Purchase Option shall be exercisable, in whole or in part, commencing on the later of the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or a Business Combination and one year from the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Representative’s Unit of $12.50, which is equal to one hundred and twenty five percent ___ (125%) ___% of the initial public offering price of a Unit). The Representative’s Purchase Option, the Representative’s Units, the Warrants included in the Representative’s Warrants Units (“Representative’s Warrants”) and the shares of Common Stock Ordinary Shares issuable upon exercise of the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Purchase Option and the underlying securities during the first 180 days after the Effective Datesecurities, and, by its acceptance as set forth in Section 3 of the Representative’s Units, the Representative agrees that it will not, sell, transfer, assign, pledge or hypothecate the Representative’s Purchase Option. Specifically, the Representative’s Securities are subject to a 180-day lock-up pursuant to Rule 2710(g)(1) of the Conduct Rules of the National Association of Securities Dealers, Inc. (“NASD”). Additionally, the Representative’s Purchase Option may not be sold, transferred, assigned, pledged or any portion thereof, or engage in any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities hypothecated for a one-year period of 180 days (including the foregoing 180-day period) following the Effective Date except to anyone other than (i) an Underwriter or a any underwriter and selected dealer participating in connection with the Offering, or (ii) a Offering and their bona fide officer officers 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 1.4.1 in writingpartners.

Purchase Option. The Company hereby agrees to issue and sell to the Representative (and/or its designees) THIS CERTIFIES THAT, in consideration of $100 duly paid by or on the Closing Date an option behalf of ____________________ (“Representative’s Holder”), as registered owner of this Purchase Option”) for the purchase of an aggregate of 150,000 Units , to Crossfire Capital Corporation (“Representative’s Units”) for an aggregate purchase price of $100. Each Representative Unit shall consist of one share of Common Stock and one warrant (a “Representative’s WarrantCompany”). Each Representative’s Warrant shall entitle its holder , Holder is entitled, at any time or from time to purchase one share of Common Stock for $7.50 during the period commencing on the later of: (i) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year from the Effective Date and ending on time upon the later of the five-year anniversary consummation of the Effective Date ora Business Combination or _________, if earlier redeemed by the Company in accordance therewith. The Representative’s Purchase Option shall be exercisable2007 (“Commencement Date”), and at or before 5:00 p.m., Eastern Time, ____________, 2011 (“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, commencing up to Five Hundred Thousand (500,000) units (“Units”) of the Company, each Unit consisting of one share of common stock of the Company, par value $.0001 per share (“Common Stock”), and two warrants (“Warrant(s)”) expiring five years from the effective date (“Effective Date”) of the Company’s registration statement on Form S-1 (“Registration Statement”) pursuant to which Units are offered for sale to the public (“Offering”). Each Warrant is the same as the warrant included in the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”) except that the Warrants included in the Purchase Option have an exercise price of $6.25 per share (125% of the exercise price of the Public Warrants), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised on the later next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $7.50 per Unit (125% of the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or one year from the Effective Date and expiring on the five-year anniversary price of the Effective Date at an initial Units sold in the Offering) so purchased; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Representative’s Unit of $12.50, which is equal to one hundred and twenty five percent (125%) of the public offering price of a Unit. The Representative’s Purchase Option, the Representative’s Units, the Representative’s Warrants and the number of Units (and shares of Common Stock issuable and Warrants) to be received upon exercise of the Representative’s Warrants are hereinafter referred to collectively such exercise, shall be adjusted as the therein specified. The term “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Purchase Option and the underlying securities during the first 180 days after the Effective Date, and, by its acceptance of the Representative’s Units, the Representative agrees that it will not, sell, transfer, assign, pledge or hypothecate the Representative’s Purchase Option, or any portion thereof, or engage in 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 anyone other than (i) an Underwriter or a 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; and only if any such transferee agrees to the lock-up restrictions set forth in this Section 1.4.1 in writing.

Purchase Option. The As additional consideration, the Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Effective Date an option (“Representative’s Purchase Option”) for the purchase of an aggregate of 150,000 235,000 (or 270,250 Units if the Over-allotment Option is exercised in full) Units (the “Representative’s Units”) for an aggregate purchase price of $100100.00. Each Representative Unit shall consist of one share of Common Stock and one warrant (a “The Representative’s Warrant”). Each Units are identical to the Firm Units, except that the Representative’s Warrant shall entitle its holder Units, if Representative’s Purchase Option is exercised, will be purchased pursuant to purchase one share of Common Stock for $7.50 during the period commencing on the later of: (i) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year exemption from the Effective Date and ending on the later registration requirements of the five-year anniversary Securities Act and will become tradable only after certain conditions are met or the resale of such Representative Units is registered under the Effective Date or, if earlier redeemed by the Company in accordance therewithSecurities Act. The Representative’s Purchase Option shall be exercisable, in whole or in part, at any time, commencing on the later of the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or one year from the Effective Date and expiring on the five-year first anniversary of the Effective Date and the consummation of an initial Business Combination, and expiring on the fifth anniversary of the Effective Date, for cash or on a cashless basis, at the holder’s option, at an initial exercise price per Representative’s Unit of $12.5011.00, which is equal to one hundred and twenty five ten percent (125110%) of the initial public offering price of a Unit. Each Unit consists of one (1) share of Common Stock of the Company, one redeemable Warrant with each redeemable Warrant entitling the holder thereof to purchase one-half (1/2) of one share of Common Stock at a price of $11.50 per full share, and one Right to acquire one-tenth of one share of Common Stock upon the consummation of an initial Business Combination. The Representative’s Purchase Option, the Representative’s Units, the Common Stock, the Rights included in the Representative’s Warrants Units (the “Representative’s Rights”) and the shares of Warrants included in the Representative’s Units (the “Representative’s Warrants”) and the Common Stock issuable upon exercise pursuant to the terms of the Representative’s Rights and the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Purchase Option and the underlying securities during the first 180 days six (6) months after the Effective Date, and, by its acceptance as set forth in Section 3 of the Representative’s Units, the Representative agrees that it will not, sell, transfer, assign, pledge or hypothecate the Representative’s Purchase Option, or any portion thereof, or engage in 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 anyone other than (i) an Underwriter or a 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; and only if any such transferee agrees to the lock-up restrictions set forth in this Section 1.4.1 in writing.

Purchase Option. The As additional consideration, the Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (“Representative’s Purchase Option”) for the purchase of an aggregate of 150,000 Units 240,000 units (the “Representative’s Units”) for an aggregate purchase price of $100. Each Representative Unit shall consist of one share of Common Stock and one warrant (a “Representative’s Warrant”). Each Representative’s Warrant shall entitle its holder to purchase one share of Common Stock for $7.50 during the period commencing on the later of: (i) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year from the Effective Date and ending on the later of the five-year anniversary of the Effective Date or, if earlier redeemed by the Company in accordance therewith100.00. The Representative’s Purchase Option shall be exercisable, in whole or in part, commencing on the later of (i) the consummation closing of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may beBusiness Combination, or one year (ii) six (6) months from the Effective Date, and expiring on the earlier of five (5) years from the Effective Date and expiring the day immediately prior to the day on which the five-year anniversary Company and all of the Effective Date its successors have been dissolved, for cash or on a cashless basis, at an initial exercise price per Representative’s Unit of $12.5011.50, which is equal to one hundred and twenty five fifteen percent (125115%) of the initial public offering price of a Unit. The Representative’s Purchase Option, the Representative’s Units, the Ordinary Shares, the Rights included in the Representative’s Warrants Units (the “Representative’s Rights”) and the shares Warrants included in the Representative’s Units (the “Representative’s Warrants”) and the Ordinary Shares issuable pursuant to the terms of Common Stock issuable upon exercise of the Representative’s Rights and the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Purchase Option and the underlying securities during the first 180 days six (6) months after the Effective Date, and, by its acceptance as set forth in Section 3 of the Representative’s Units, the Representative agrees that it will not, sell, transfer, assign, pledge or hypothecate the Representative’s Purchase Option, or any portion thereof, or engage in 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 anyone other than (i) an Underwriter or a 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; and only if any such transferee agrees to the lock-up restrictions set forth in this Section 1.4.1 in writing.

Purchase Option. The Company hereby agrees to issue and sell to the Representative (and/or its their designees) on the Closing Effective Date an option (“Representative’s Purchase Option”) for the purchase of an aggregate of 150,000 ______ Series A Units and/or _______ Series B Units (“Representative’s Units”) for an aggregate purchase price of $100. Each Representative Unit shall consist of one share of Common Stock and one warrant (a “the Representative’s Warrant”). Each Units is identical to the Firm Units except that the exercise price of the Warrants included in the Representative’s Warrant Units shall entitle its holder to purchase one be $____ per share of Common Stock for $7.50 during and the period commencing Class Z Warrants included in the Representative’s Units shall be exercisable by the Representative terminating on the later of: (i) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year from the Effective Date and ending on the later of the five-year anniversary of the Effective Date or, if earlier redeemed by the Company in accordance therewithDate. The Representative’s Purchase Option shall be exercisable, in whole or in part, commencing on the later of the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (i) one year from the Effective Date and (ii) the consummation of a Business Combination and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Representative’s Unit of $12.50, which is equal to one hundred ________ per Series A Unit and twenty five percent (125%) of the public offering price of a $________ per Series B Unit. The Representative’s Purchase Option, the Representative’s Units, the Warrants underlying the Representative’s Warrants Units (the “Representative’s Warrants”) and the shares of Common Stock issuable upon exercise of the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Purchase Option and the underlying securities during the first 180 days year after the Effective Date, and, by its acceptance as set forth in Section 3 of the Representative’s Units, the Representative agrees that it will not, sell, transfer, assign, pledge or hypothecate the Representative’s Purchase Option, or any portion thereof, or engage in 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 anyone other than (i) an Underwriter or a 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; and only if any such transferee agrees to the lock-up restrictions set forth in this Section 1.4.1 in writing.

Purchase Option. The Company hereby agrees to issue and sell to the Representative (and/or its their designees) on the Closing Effective Date an option (“"Representative’s 's Purchase Option”") for the purchase of an aggregate of 150,000 12,500 Series A Units and/or 65,000 Series B Units (“"Representative’s 's Units”") for an aggregate purchase price of $100. Each of the Representative's Units is identical to the Firm Units except that the Class Z Warrants included in the Representative's Units shall be exercisable by the Representative Unit shall consist of one share of Common Stock and one warrant (a “Representative’s Warrant”). Each Representative’s Warrant shall entitle its holder to purchase one share of Common Stock for $7.50 during the period commencing terminating on the later of: (i) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year from the Effective Date and ending on the later of the five-year anniversary of the Effective Date or, if earlier redeemed by the Company in accordance therewithDate. The Representative’s 's Purchase Option shall be exercisable, in whole or in part, commencing on the later of the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (i) one year from the Effective Date and (ii) the earlier of the consummation of a Business Combination or the distribution of the Trust Fund to the holders of the Class B Common Stock and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Representative’s 's Unit of $12.50, which is equal to one hundred ___ per Series A Unit and twenty five percent (125%) of the public offering price of a $___ per Series B Unit. The Representative’s 's Purchase Option, the Representative’s 's Units, the Warrants underlying the Representative’s Warrants 's Units (the "Representative's Warrants") and the shares of Common Stock issuable upon exercise of the Representative’s 's Warrants are hereinafter referred to collectively as the “"Representative’s 's Securities.” " The Public Securities and the Representative’s 's Securities are hereinafter referred to collectively as the “"Securities.” " The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s 's Purchase Option and the underlying securities during the first 180 days year after the Effective Date, and, by its acceptance as set forth in Section 3 of the Representative’s Units, the Representative agrees that it will not, sell, transfer, assign, pledge or hypothecate the Representative’s 's Purchase Option, or any portion thereof, or engage in 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 anyone other than (i) an Underwriter or a 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; and only if any such transferee agrees to the lock-up restrictions set forth in this Section 1.4.1 in writing.

Purchase Option. The Company hereby agrees to issue and sell to the Representative (and/or its their designees) on the Closing Effective Date an option (“Representative’s Purchase Option”) for the purchase of an aggregate of 150,000 Units 500,000 units (the “Representative’s Units”) (5% of the total number of Firm Units sold in the Offering) for an aggregate purchase price of $100100.00. Each Representative Unit shall consist of one share of Common Stock and one warrant (a the Representative’s Units is identical to the Firm Units, except that the Warrants included in the Representative’s Units ( the “Representative’s WarrantWarrants”). Each Representative’s Warrant shall entitle its holder to purchase one share ) have an exercise price of Common Stock for $7.50 during the period commencing on the later of: 6.25 (i) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year from the Effective Date and ending on the later 125% of the five-year anniversary exercise price of the Effective Date or, if earlier redeemed by Warrants included in the Company in accordance therewithunits sold to the public). The Representative’s Purchase Option shall be exercisable, in whole or in part, commencing on the later of the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, a Business Combination or one year from the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Representative’s Unit of $12.507.50, which is equal to one hundred and twenty five percent (125%) of the initial public offering price of a Unit. The Representative’s Purchase Option, the Representative’s Units, the Representative’s Warrants and the shares of Common Stock issuable upon exercise of the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Purchase Option and the underlying securities during the first 180 days year after the Effective Date, and, by its acceptance as set forth in Section 3 of the Representative’s Units, the Representative agrees that it will not, sell, transfer, assign, pledge or hypothecate the Representative’s Purchase Option, or any portion thereof, or engage in 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 anyone other than (i) an Underwriter or a 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; and only if any such transferee agrees to the lock-up restrictions set forth in this Section 1.4.1 in writing.

Purchase Option. The As additional consideration, the Company hereby agrees to issue and sell to the Representative (and/or its designees) Underwriters on the Closing Effective Date an option (“Representative’s Underwriters’ Purchase Option”) for the purchase of an aggregate of 150,000 Units 250,000 units (or up to 287,500 units if the Over-allotment Option is exercised in full) (the “Representative’s Underwriters’ Units”) for an aggregate purchase price of $100100.00. Each Representative Unit shall consist of one share of Common Stock and one warrant (a “Representative’s Warrant”). Each Representative’s Warrant shall entitle its holder to purchase one share of Common Stock for $7.50 during the period commencing on the later of: (i) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year from the Effective Date and ending on the later of the five-year anniversary Underwriters shall receive a portion of the Effective Date or, if earlier redeemed Underwriters’ Purchase Option proportional to the number of Firm Units purchased by the Company in accordance therewithsuch Underwriter. The Representative’s Underwriters’ Purchase Option shall be exercisable, in whole or in part, commencing on the later of (i) the consummation closing of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may beBusiness Combination, or (ii) one year from the Effective Date Date, and expiring on the five-year anniversary earlier of (x) five years from the Effective Date Date, and (y) the day immediately prior to the day on which the Company and all of its successors have been dissolved, for cash or on a cashless basis, at an initial exercise price per Representative’s Unit of $12.5011.50, which is equal to one hundred and twenty five fifteen percent (125115%) of the initial public offering price of a Unit. The Representative’s Underwriters’ Purchase Option, the Representative’s Underwriters’ Units, the Representative’s shares of Common Stock, the Rights included in the Underwriters’ Units (the “Underwriters’ Rights”) and the Warrants included in the Underwriters’ Units (the “Underwriters’ Warrants”) and the shares of Common Stock issuable upon exercise of the Representative’s Underwriters’ Warrants and the shares of Common Stock underlying the Underwriters’ Rights are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Underwriters’ Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Underwriters’ Purchase Option and the underlying securities during the first 180 days six (6) months after the Effective Date, and, by its acceptance of the Representative’s Units, the Representative agrees that it will not, sell, transfer, assign, pledge or hypothecate the Representative’s Purchase Option, or any portion thereof, or engage in 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 anyone other than (i) an Underwriter or a 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; and only if any such transferee agrees to the lock-up restrictions as set forth in this Section 1.4.1 in writing3 of the Underwriters’ Purchase Option.

Purchase Option. The As additional consideration, the Company hereby agrees to issue and sell to the Representative (and/or its their designees) on the Closing Effective Date an option (“Representative’s Purchase Option”) for the purchase of an aggregate of 150,000 Units 250,000 (or 287,500 units if the Over-allotment Option is exercised in full) units (the “Representative’s Units”) for an aggregate purchase price of $100100.00. Each Representative Unit shall consist of one share of Common Stock and one warrant (a “The Representative’s Warrant”). Each Units are identical to the Firm Units, except that the Representative’s Warrant shall entitle its holder Units, if Representative’s Purchase Option is exercised, will be purchased pursuant to purchase one share of Common Stock for $7.50 during the period commencing on the later of: (i) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year exemption from the Effective Date and ending on the later registration requirements of the five-year anniversary Securities Act and will become tradable only after certain conditions are met or the resale of such Representative Units is registered under the Effective Date or, if earlier redeemed by the Company in accordance therewithSecurities Act. The Representative’s Purchase Option shall be exercisable, in whole or in part, commencing on the later first anniversary of the consummation of an Acquisition TransactionEffective Date, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or one year from the Effective Date and expiring on the five-year fifth anniversary of the Effective Date Date, for cash or on a cashless basis, at an initial exercise price per Representative’s Unit of $12.5011.00, which is equal to one hundred and twenty five ten percent (125110%) of the initial public offering price of a Unit. Each Unit consists of one (1) Ordinary Share of the Company, one (1) redeemable Warrant to purchase one-half of one (1) Ordinary Share at a price of $11.50 per full share, and one Right to acquire one-tenth of an Ordinary Share upon the consummation of a Business Combination. The Representative’s Purchase Option, the Representative’s Units, the Ordinary Shares, the Rights included in the Representative’s Warrants Units (the “Representative’s Rights”) and the shares Warrants included in the Representative’s Units (the “Representative’s Warrants”) and the Ordinary Shares issuable pursuant to the terms of Common Stock issuable upon exercise of the Representative’s Rights and the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Purchase Option and the underlying securities during the first 180 days six (6) months after the Effective Date, and, by its acceptance as set forth in Section 3 of the Representative’s Units, the Representative agrees that it will not, sell, transfer, assign, pledge or hypothecate the Representative’s Purchase Option, or any portion thereof, or engage in 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 anyone other than (i) an Underwriter or a 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; and only if any such transferee agrees to the lock-up restrictions set forth in this Section 1.4.1 in writing.

Purchase Option. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Effective Date an option (“Representative’s Purchase Option”) for the purchase of an aggregate of 150,000 Units 450,000 units (“Representative’s Units”) for an aggregate purchase price of $100. Each Representative Unit shall consist of one share of Common Stock and one warrant (a “the Representative’s Warrant”). Each Representative’s Warrant shall entitle its holder Units is identical to purchase one share of Common Stock for $7.50 during the period commencing on the later of: (i) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year from the Effective Date and ending on the later of the five-year anniversary of the Effective Date or, if earlier redeemed by the Company in accordance therewithFirm Units. The Representative’s Purchase Option shall be exercisable, in whole or in part, commencing on the later of the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or a Business Combination and one year from the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Representative’s Unit of $12.50, which is equal to one hundred and twenty five percent 8.80 (125%) 110% of the initial public offering price of a Unit). The Representative’s Purchase Option, the Representative’s Units, the Warrants included in the Representative’s Warrants Units (“Representative’s Warrants”) and the shares of Common Stock Ordinary Shares issuable upon exercise of the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Purchase Option and the underlying securities during the first 180 days after the Effective Datesecurities, and, by its acceptance as set forth in Section 3 of the Representative’s Units, the Representative agrees that it will not, sell, transfer, assign, pledge or hypothecate the Representative’s Purchase Option. Specifically, the Representative’s Securities are subject to a 180-day lock-up pursuant to Rule 2710(g)(1) of the NASD Conduct Rules of the Financial Industry Regulatory Authority (“FINRA”). Additionally, the Representative’s Purchase Option may not be sold, transferred, assigned, pledged or any portion thereof, or engage in any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities hypothecated for a one-year period of 180 days (including the foregoing 180-day period) following the Effective Date except to anyone other than (i) an Underwriter or a any underwriter and selected dealer participating in connection with the Offering, or (ii) a Offering and their bona fide officer officers 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 1.4.1 in writingpartners.

Purchase Option. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Effective Date and to deliver on the Closing Date an option (the “Representative’s Purchase Option”) for the purchase of an aggregate of 150,000 Units 75,045 Shares (“Representative’s Units”representing 5% of the Firm Shares sold in the Offering) for an aggregate purchase price of $100. Each Representative Unit shall consist 100.00 substantially in the form of one share of Common Stock and one warrant Exhibit A attached hereto (a the “Representative’s WarrantOption Agreement”). Each Representative’s Warrant shall entitle its holder to purchase one share of Common Stock for $7.50 during the period commencing on the later of: (i) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year from the Effective Date and ending on the later of the five-year anniversary of the Effective Date or, if earlier redeemed by the Company in accordance therewith. The Representative’s Purchase Option shall be exercisable, in whole or in part, at any time or from time to time commencing on the later of the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or a date which is one year from the Effective Date and expiring on the fivefour-year anniversary of the Effective Date at an initial exercise price per Representative’s Unit Share of $12.508.75, which is equal to one hundred and twenty five percent (125%) % of the initial public offering price of a Unitthe Firm Shares. The Representative’s Purchase Option, the Representative’s Units, the Representative’s Warrants Option Agreement and the shares of Common Stock Shares issuable upon exercise of the Representative’s Warrants thereof are sometimes hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 of the Financial Industry Regulatory Authority, Inc. (“FINRA”) against transferring the Representative’s Purchase Option and the underlying securities Securities during the first 180 days year after the Effective Date, Date and, by its acceptance of the Representative’s Unitsthereof, the Representative agrees shall agree that it will not, sell, transfer, assign, pledge or hypothecate the Representative’s Purchase OptionSecurities, or any portion thereof, or engage in allow the Representative’s Securities to 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 one year following the Effective Date to anyone other than (i) an Underwriter or a dealer selected dealer by the Representative that participates in the offer and sale of the Public Securities (each, a “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 dealerSelected Dealer; and only if provided that any such transferee agrees to the foregoing lock-up restrictions set forth in this Section 1.4.1 in writingrestrictions.

Purchase Option. The Company hereby agrees to issue and sell to the Representative Underwriters (and/or its their designees) ), severally and not jointly, in proportion to the portion of the total Firm Units being purchased by each such Underwriter, on the Closing Effective Date an option (“Representative’s "Underwriters' Purchase Option”") for the purchase of an aggregate of 150,000 Units 425,000 units (“Representative’s "Underwriters' Units”") for an aggregate purchase price of $100. Each Representative Unit shall consist of one share the Underwriters' Units is identical to the Firm Units except that the Warrants included in the Underwriters' Units ("Underwriters' Warrants") have an exercise price of Common Stock and one warrant $6.00 (a “Representative’s Warrant”120% of the exercise price of the Warrants included in the Units sold to the public). Each Representative’s Warrant shall entitle its holder to purchase one share of Common Stock for $7.50 during the period commencing on the later of: (i) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year from the Effective Date and ending on the later of the five-year anniversary of the Effective Date or, if earlier redeemed by the Company in accordance therewith. The Representative’s Underwriters' Purchase Option shall be exercisable, in whole or in part, commencing on the later of the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or a Business Combination and one year from the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Representative’s Underwriters' Unit of $12.507.20, which is equal to one hundred and twenty five percent (125%) 120% of the initial public offering price of a Unit. The Representative’s Underwriters' Purchase Option, the Representative’s Underwriters' Units, the Representative’s Underwriters' Warrants and the shares of Common Stock issuable upon exercise of the Representative’s Underwriters' Warrants are hereinafter referred to collectively as the “Representative’s "Underwriters' Securities.” " The Public Securities and the Representative’s Underwriters' Securities are hereinafter referred to collectively as the “"Securities.” The Representative understands and agrees that there are significant restrictions " Except pursuant to FINRA one or more of the exceptions set forth in Rule 5110 against transferring 2710(g)(2) of the Representative’s Conduct Rules of the National Association of Securities Dealers, the Underwriters' Purchase Option and the underlying securities during the first 180 days after the Effective Dateshall not be sold, andtransferred, by its acceptance of the Representative’s Unitsassigned, the Representative agrees that it will not, sell, transfer, assign, pledge pledged or hypothecate the Representative’s Purchase Optionhypothecated, or any portion thereof, or engage in be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities the Underwriters' Purchase Option by the holder(s) thereof, for a period of 180 days one year immediately following the Effective Date date the Registration Statement (as hereinafter defined) is declared effective by the Commission (as hereinafter defined). Notwithstanding the foregoing, the Underwriters' Purchase Option shall be transferable to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner affiliates 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 1.4.1 in writingUnderwriters.

Purchase Option. The As additional consideration, the Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Effective Date an option (“Representative’s Purchase Option”) for the purchase of an aggregate of 150,000 200,000 (or 230,000 Units if the Over-allotment Option is exercised in full) Units (the “Representative’s Units”) for an aggregate purchase price of $100100.00. Each Representative Unit shall consist of one share of Common Stock and one warrant (a “The Representative’s Warrant”). Each Units are identical to the Firm Units, except that the Representative’s Warrant shall entitle its holder Units, if Representative’s Purchase Option is exercised, will be purchased pursuant to purchase one share of Common Stock for $7.50 during the period commencing on the later of: (i) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year exemption from the Effective Date and ending on the later registration requirements of the five-year anniversary Securities Act and will become tradable only after certain conditions are met or the resale of such Representative Units is registered under the Effective Date or, if earlier redeemed by the Company in accordance therewithSecurities Act. The Representative’s Purchase Option shall be exercisable, in whole or in part, commencing on the later first anniversary of the consummation of an Acquisition TransactionEffective Date, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or one year from the Effective Date and expiring on the five-year fifth anniversary of the Effective Date Date, for cash or on a cashless basis, at an initial exercise price per Representative’s Unit of $12.5011.50, which is equal to one hundred and twenty five ten percent (125115%) of the initial public offering price of a Unit. Each Unit consists of one (1) share of Class A Common Stock of the Company and one (1) redeemable Warrant with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share. The Representative’s Purchase Option, the Representative’s Units, the Class A Common Stock included in the Representative’s Warrants Units and the shares of Warrants included in the Representative’s Units (the “Representative’s Warrants”) and the Class A Common Stock issuable upon exercise pursuant to the terms of the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Purchase Option and the underlying securities during the first 180 days six (6) months after the Effective Date, and, by its acceptance as set forth in Section 3 of the Representative’s Units, the Representative agrees that it will not, sell, transfer, assign, pledge or hypothecate the Representative’s Purchase Option, or any portion thereof, or engage in 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 anyone other than (i) an Underwriter or a 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; and only if any such transferee agrees to the lock-up restrictions set forth in this Section 1.4.1 in writing.

Purchase Option. The Company hereby agrees to issue and sell to the Representative Underwriter (and/or its designees) on the Closing Effective Date an option (“RepresentativeUnderwriter’s Purchase Option”) for the purchase of an aggregate of 150,000 Units ______ units (“RepresentativeUnderwriter’s Units”) for an aggregate purchase price of $100. Each Representative Unit shall consist of one share of Common Stock and one warrant (a “Representative’s Warrant”). Each Representative’s Warrant shall entitle its holder to purchase one share of Common Stock for $7.50 during the period commencing on the later of: (i) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year from the Effective Date and ending on the later of the five-year anniversary of Underwriter’s Units is identical to the Effective Date or, if earlier redeemed by the Company in accordance therewithFirm Units. The RepresentativeUnderwriter’s Purchase Option shall be exercisable, in whole or in part, commencing on the later of the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or a Business Combination and one year from the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per RepresentativeUnderwriter’s Unit of $12.50, which is equal to one hundred and twenty five percent ___ (125%) ___% of the initial public offering price of a Unit). The RepresentativeUnderwriter’s Purchase Option, the RepresentativeUnderwriter’s Units, the RepresentativeWarrants included in the Underwriter’s Warrants Units (“Underwriter’s Warrants”) and the shares of Common Stock included in the Underwriter’s Units and issuable upon exercise of the RepresentativeUnderwriter’s Warrants are hereinafter referred to collectively as the “RepresentativeUnderwriter’s Securities.” The Public Securities and the RepresentativeUnderwriter’s Securities are hereinafter referred to collectively as the “Securities.” The Representative Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the RepresentativeUnderwriter’s Purchase Option and the underlying securities during the first 180 days year after the Effective Date, and, by its acceptance as set forth in Section 3 of the Representative’s Units, the Representative agrees that it will not, sell, transfer, assign, pledge or hypothecate the RepresentativeUnderwriter’s Purchase Option, or any portion thereof, or engage in 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 anyone other than (i) an Underwriter or a 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; and only if any such transferee agrees to the lock-up restrictions set forth in this Section 1.4.1 in writing.

Purchase Option. The Company hereby agrees to issue and sell to the Representative Co-Representatives (and/or its their designees) on the Closing Effective Date an option (“Representative’s Purchase Option”"CO-REPRESENTATIVES' PURCHASE OPTION") for the purchase of an aggregate of 150,000 Units 900,000 units (“Representative’s Units”"CO-REPRESENTATIVES' UNITS") for an aggregate purchase price of $100. Each Representative Unit shall consist of one the Co-Representatives' Units is identical to the Firm Units, except that the warrants contained within the Co-Representatives' Units (the "CO-REPRESENTATIVES' WARRANTS") have an exercise price of $7.50 per share of Common Stock and one warrant (a “Representative’s Warrant”). Each Representative’s Warrant shall entitle its holder to purchase one share of Common Stock for $7.50 during the period commencing on the later of: (i) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year from the Effective Date and ending on the later of the five-year anniversary of the Effective Date or, if earlier redeemed by the Company in accordance therewithStock. The Representative’s Co-Representatives' Purchase Option shall be exercisable, in whole or in part, commencing on the later of the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or a Business Combination and one year from the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Representative’s Co-Representatives' Unit of $12.50, which is equal to one hundred and twenty five percent 10.00 (125%) % of the initial public offering price of a Unit). The Representative’s Co-Representatives' Purchase Option, the Representative’s Co-Representatives' Units, the Representative’s Co-Representatives' Warrants and the shares of Common Stock issuable upon exercise of the Representative’s Co-Representatives' Warrants are hereinafter referred to collectively as the “Representative’s Securities"CO-REPRESENTATIVES' SECURITIES.” " The Public Securities and the Representative’s Co-Representatives' Securities are hereinafter referred to collectively as the “Securities"SECURITIES.” " The Representative understands Co-Representatives understand and agrees agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Co-Representatives' Purchase Option and the underlying securities during the first 180 days year after the Effective Date, and, by its acceptance of the Representative’s Units, the Representative agrees that it will not, sell, transfer, assign, pledge or hypothecate the Representative’s Purchase Option, or any portion thereof, or engage in 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 anyone other than (i) an Underwriter or a 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; and only if any such transferee agrees to the lock-up restrictions as set forth in this Section 1.4.1 in writing3 of the Co-Representatives' Purchase Option.

Purchase Option. The Company hereby agrees to issue and sell to the Representative (and/or its their designees) on the Closing Effective Date an option (“Representative’s Purchase Option”) for the purchase of an aggregate of 150,000 Units 700,000 units (the “Representative’s Units”) for an aggregate purchase price of $100100.00. Each Representative Unit shall consist of one share of Common Stock and one warrant the Representative’s Units is identical to the Firm Units, except that the Warrants included in the Representative’s Units (a “Representative’s WarrantWarrants”). Each Representative’s Warrant shall entitle its holder ) have an exercise price of $6.25, which is equal to purchase one share of Common Stock for $7.50 during the period commencing on the later of: hundred and twenty-five (i125%) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year from the Effective Date and ending on the later percent of the five-year anniversary exercise price of warrants sold to the Effective Date or, if earlier redeemed by the Company in accordance therewithpublic. The Representative’s Purchase Option shall be exercisable, in whole or in part, commencing on the later of the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, a Business Combination or one year from the Effective Date and expiring on the fivefour-year anniversary of the Effective Date at an initial exercise price per Representative’s Unit of $12.507.50, which is equal to one hundred and twenty five percent (125%) percent of the initial public offering price of a Unit. The Representative’s Purchase Option, the Representative’s Units, the Representative’s Warrants and the shares of Common Stock issuable upon exercise of the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions Except pursuant to FINRA one or more of the exceptions set forth in Rule 5110 against transferring 2710(g)(2) of the Conduct Rules of the National Association of Securities Dealers, the Representative’s Purchase Option and the underlying securities during the first 180 days after the Effective Dateshall not be sold, andtransferred, by its acceptance of the Representative’s Unitsassigned, the Representative agrees that it will not, sell, transfer, assign, pledge pledged or hypothecate the Representative’s Purchase Optionhypothecated, or any portion thereof, or engage in be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities the Representative’s Purchase Option by the holder(s) thereof, for a period of 180 one hundred eighty (180) days immediately following the Effective Date to anyone other than date the Registration Statement (ias hereinafter defined) an Underwriter or a selected dealer in connection with is declared effective by the Offering, or Commission (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 1.4.1 in writingas hereinafter defined).

Purchase Option. The As additional consideration, the Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Effective Date an option (“Representative’s Purchase Option”) for the purchase of an aggregate of 150,000 375,000 (or 431,250 Units if the Over-allotment Option is exercised in full) Units (the “Representative’s Units”) for an aggregate purchase price of $100100.00. Each Representative Unit shall consist of one share of Common Stock and one warrant (a “The Representative’s Warrant”). Each Units are identical to the Firm Units, except that the Representative’s Warrant shall entitle its holder Units, if the Representative’s Purchase Option is exercised, will be purchased pursuant to purchase one share of Common Stock for $7.50 during the period commencing on the later of: (i) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year exemption from the Effective Date and ending on the later registration requirements of the five-year anniversary Securities Act and will become tradable only after certain conditions are met or the resale of such Representative Units is registered under the Effective Date or, if earlier redeemed by the Company in accordance therewithSecurities Act. The Representative’s Purchase Option shall be exercisable, in whole or in part, commencing on the later first anniversary of the consummation of an Acquisition TransactionEffective Date, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or one year from the Effective Date and expiring on the five-year fifth anniversary of the Effective Date Date, for cash or on a cashless basis, at an initial exercise price per Representative’s Unit of $12.5011.00, which is equal to one hundred and twenty five ten percent (125110%) of the initial public offering price of a Unit. Each Representative Unit consists of one (1) Ordinary Share of the Company, one (1) redeemable Warrant with each warrant entitling the holder thereof to purchase one-half (1/2) of one (1) Ordinary Share at a price of $11.50 per full share, and one (1) Right to acquire one-tenth (1/10) of an Ordinary Share upon the consummation of a Business Combination. The Representative’s Purchase Option, the Representative’s Units, the Ordinary Shares, the Rights included in the Representative’s Units (the “Representative’s Rights”), the Warrants included in the Representative’s Units (the “Representative’s Warrants”) and the shares Ordinary Shares issuable pursuant to the terms of Common Stock issuable upon exercise of the Representative’s Rights and the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Purchase Option and the underlying securities during the first 180 days six (6) months after the Effective Date, and, by its acceptance as set forth in Section 3 of the Representative’s Units, the Representative agrees that it will not, sell, transfer, assign, pledge or hypothecate the Representative’s Purchase Option, or any portion thereof, or engage in 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 anyone other than (i) an Underwriter or a 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; and only if any such transferee agrees to the lock-up restrictions set forth in this Section 1.4.1 in writing.

Purchase Option. The Company hereby agrees to issue and sell to the Representative Underwriters (and/or its their designees) ), severally and not jointly, in proportion to the portion of the total Firm Units being purchased by each such Underwriter, on the Closing Effective Date an option (“Representative’s "Underwriters' Purchase Option”") for the purchase of an aggregate of 150,000 Units 105,000 units (“Representative’s "Underwriters' Units”") for an aggregate purchase price of $100. Each Representative Unit shall consist of one share the Underwriters' Units is identical to the Firm Units except that the Warrants included in the Underwriters' Units ("Underwriters' Warrants") have an exercise price of Common Stock and one warrant $6.00 (a “Representative’s Warrant”1331/3% of the exercise price of the Warrants included in the Units sold to the public). Each Representative’s Warrant shall entitle its holder to purchase one share of Common Stock for $7.50 during the period commencing on the later of: (i) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year from the Effective Date and ending on the later of the five-year anniversary of the Effective Date or, if earlier redeemed by the Company in accordance therewith. The Representative’s Underwriters' Purchase Option shall be exercisable, in whole or in part, commencing on the later of the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or a Business Combination and one year from the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Representative’s Underwriters' Unit of $12.507.20, which is equal to one hundred and twenty five percent (125%) 120% of the initial public offering price of a Unit. The Representative’s Underwriters' Purchase Option, the Representative’s Underwriters' Units, the Representative’s Underwriters' Warrants and the shares of Common Stock issuable upon exercise of the Representative’s Underwriters' Warrants are hereinafter referred to collectively as the “Representative’s "Underwriters' Securities.” " The Public Securities and the Representative’s Underwriters' Securities are hereinafter referred to collectively as the “"Securities.” The Representative understands and agrees that there are significant restrictions " Except pursuant to FINRA one or more of the exceptions set forth in Rule 5110 against transferring 2710(g)(2) of the Representative’s Conduct Rules of the National Association of Securities Dealers, the Underwriters' Purchase Option and the underlying securities during the first 180 days after the Effective Dateshall not be sold, andtransferred, by its acceptance of the Representative’s Unitsassigned, the Representative agrees that it will not, sell, transfer, assign, pledge pledged or hypothecate the Representative’s Purchase Optionhypothecated, or any portion thereof, or engage in be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities the Underwriters' Purchase Option by the holder(s) thereof, for a period of 180 days one year immediately following the Effective Date date the Registration Statement (as hereinafter defined) is declared effective by the Commission (as hereinafter defined). Notwithstanding the foregoing, the Underwriters' Purchase Option shall be transferable to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner affiliates 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 1.4.1 in writingUnderwriters.

Purchase Option. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Effective Date an option (“Representative’s Purchase Option”) for the purchase of an aggregate of 150,000 Units 80,000 units (“Representative’s Units”) for an aggregate purchase price of $100. Each Representative Unit shall consist of one share of Common Stock Ordinary Share and one warrant (a “Representative’s Warrant”). Each Representative’s Warrant shall entitle its holder to purchase one share of Common Stock Ordinary Share for $7.50 11.00 during the period commencing on the later of: (i) of thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer a Business Transaction or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year from the Effective Date and ending on the later of the five-year five anniversary of the Effective Date or, if earlier redeemed by the Company in accordance therewithCompany, the Redemption Date. The Representative’s Purchase Option shall be exercisable, in whole or in part, commencing on the later of the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, a Business Transaction or one year from the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Representative’s Unit of $12.50, which is equal to one hundred and twenty five percent (125%) of the public offering price Offering Price of a Unit. The Representative’s Purchase Option, the Representative’s Units, the Representative’s Warrants and the shares of Common Stock Ordinary Shares issuable upon exercise of the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Purchase Option and the underlying securities Shares during the first 180 days after the Effective Date, and, Date and by its acceptance of the Representative’s Units, the Representative Units agrees that it will not, sell, transfer, assign, pledge or hypothecate the Representative’s Purchase Option, or any portion potion thereof, or engage in 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 anyone other than (i) an Underwriter or a 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; and only if any such transferee agrees to the lock-up restrictions set forth in this Section 1.4.1 in writing.

Purchase Option. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (“Representative’s Purchase Option”) for the purchase of an aggregate of 150,000 Units (“Representative’s Units”) for an aggregate purchase price THIS CERTIFIES THAT, in consideration of $100. Each Representative 100 duly paid by or on behalf of ________________________________, as registered owner of this Unit shall consist Purchase Option (the “Holder” and, together with all other holders of one share any portion of Common Stock and one warrant this Unit Purchase Option (a as the context herein requires, the “Representative’s WarrantHolders”). Each Representative’s Warrant shall entitle its holder , to purchase one share GSME ACQUISITION PARTNERS I, a company formed under the laws of Common Stock for $7.50 the Cayman Islands (the “Company”), Holder is entitled, at any time or from time to time after the closing of the Offering (as defined below) and during the period commencing (the “Commencement Date”) on the later of: (i) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or a Business Combination and (ii) one year from __________ __, 2010, and expiring (the Effective Date “Expiration Date”) at or before 5:00 p.m., New York City local time, ________ __, 2014, but not thereafter, to subscribe for, purchase and ending on the later of the five-year anniversary of the Effective Date or, if earlier redeemed by the Company in accordance therewith. The Representative’s Purchase Option shall be exercisablereceive, in whole or in part, commencing on up to [Three Hundred Sixty Thousand (360,000) units] (the later of the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or one year from the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Representative’s Unit of $12.50, which is equal to one hundred and twenty five percent (125%“Units”) of the Company, each Unit consisting of one ordinary share of the Company, par value $0.001 per share (the “Ordinary Shares”), and one warrant (the “Warrant”) to purchase one Ordinary Share expiring five years from the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) pursuant to which Units are offered for sale to the public offering price (the “Offering”). Each Warrant is on the same terms and conditions as the warrants underlying the Units being registered for sale to the public by way of the Registration Statement. If the Expiration Date is a Unitday on which banking institutions are authorized by law to close, then this Purchase Option shall expire on the next succeeding day that is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $15.00 per Unit (the “Exercise Price”). The Representative’s number of Units purchasable hereunder and the Exercise Price are subject to adjustment as provided in this Purchase Option, the Representative’s Units, the Representative’s Warrants and the shares of Common Stock issuable upon exercise of the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Purchase Option and the underlying securities during the first 180 days after the Effective Date, and, by its acceptance of the Representative’s Units, the Representative agrees that it will not, sell, transfer, assign, pledge or hypothecate the Representative’s Purchase Option, or any portion thereof, or engage in 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 anyone other than (i) an Underwriter or a 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; and only if any such transferee agrees to the lock-up restrictions set forth in this Section 1.4.1 in writing.

Purchase Option. The As additional consideration, the Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date Date, and on each Option Closing Date, as applicable, an option (“Representative’s Purchase Option”) for the purchase of an aggregate of 150,000 300,000 units, or 345,000 Units if the over-allotment option is exercised in full (the “Representative’s Units”) for an aggregate purchase price of $100. Each Representative Unit shall consist of one share of Common Stock and one warrant (a “Representative’s Warrant”). Each Representative’s Warrant shall entitle its holder to purchase one share of Common Stock for $7.50 during the period commencing on the later of: (i) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year from the Effective Date and ending on the later of the five-year anniversary of the Effective Date or, if earlier redeemed by the Company in accordance therewith100.00. The Representative’s Purchase Option shall be exercisable, in whole or in part, commencing on the later of (i) the consummation closing of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may beBusiness Combination, or one year (ii) six (6) months from the Effective Date Date, and expiring on the five-year anniversary of five (5) years from the Effective Date Date, for cash or on a cashless basis, at an initial exercise price per Representative’s Unit of $12.5011.50, which is equal to one hundred and twenty five fifteen percent (125115%) of the initial public offering price of a Unit. The Representative’s Purchase Option, the Representative’s Units, the shares of Common Stock included in the Representative’s Units, the Rights included in the Representative’s Units (the “Representative’s Rights”) and the Warrants included in the Representative’s Units (the “Representative’s Warrants”) and the shares of Common Stock issuable upon exercise pursuant to the terms of the Representative’s Rights and the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Purchase Option and the underlying securities during the first 180 days six (6) months after the Effective Date, and, by its acceptance as set forth in Section 3 of the Representative’s Units, the Representative agrees Purchase Option and that it will not, sell, transfer, assign, pledge or hypothecate the all Representative’s Purchase Option, or any portion thereof, or engage in 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 Securities will be subject to anyone other than compliance with FINRA Rule 5110(f)(2) and (i) an Underwriter or a 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; and only if any such transferee agrees to the lock-up restrictions set forth in this Section 1.4.1 in writingg).

Purchase Option. The Company hereby agrees to issue and sell to the Representative (and/or its their designees) on the Closing Effective Date an option (“Representative’s Purchase Option”) for the purchase of an aggregate of 150,000 25,000 Series A Units and/or 230,000 Series B Units (“Representative’s Units”) for an aggregate purchase price of $100. Each Representative Unit shall consist of one share of Common Stock and one warrant (a “the Representative’s Warrant”). Each Units is identical to the Firm Units except that the exercise price of the Warrants included in the Representative’s Warrant Units shall entitle its holder to purchase one be $5.50 per share of Common Stock for $7.50 during and the period commencing Class Z Warrants included in the Representative’s Units shall be exercisable by the Representative terminating on the later of: (i) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year from the Effective Date and ending on the later of the five-year anniversary of the Effective Date or, if earlier redeemed by the Company in accordance therewithDate. The Representative’s Purchase Option shall be exercisable, in whole or in part, commencing on the later of the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (i) one year from the Effective Date and (ii) the consummation of a Business Combination and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Representative’s Unit of $12.50, which is equal to one hundred $ per Series A Unit and twenty five percent (125%) of the public offering price of a $ per Series B Unit. The Representative’s Purchase Option, the Representative’s Units, the Warrants underlying the Representative’s Warrants Units (the “Representative’s Warrants”) and the shares of Common Stock issuable upon exercise of the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Purchase Option and the underlying securities during the first 180 days year after the Effective Date, and, by its acceptance as set forth in Section 3 of the Representative’s Units, the Representative agrees that it will not, sell, transfer, assign, pledge or hypothecate the Representative’s Purchase Option, or any portion thereof, or engage in 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 anyone other than (i) an Underwriter or a 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; and only if any such transferee agrees to the lock-up restrictions set forth in this Section 1.4.1 in writing.

Purchase Option. The Company hereby agrees to issue and sell to the Representative (and/or its their designees) on the Closing Effective Date an option (“Representative’s Purchase Option”) for the purchase of an aggregate of 150,000 20,000 Series A Units and/or 130,000 Series B Units (“Representative’s Units”) for an aggregate purchase price of $100. Each Representative Unit shall consist of one share of Common Stock and one warrant (a “the Representative’s Warrant”). Each Units is identical to the Firm Units except that the exercise price of the Warrants included in the Representative’s Warrant Units shall entitle its holder to purchase one be $5.50 per share of Common Stock for $7.50 during and the period commencing Class Z Warrants included in the Representative’s Units shall be exercisable by the Representative terminating on the later of: (i) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year from the Effective Date and ending on the later of the five-year anniversary of the Effective Date or, if earlier redeemed by the Company in accordance therewithDate. The Representative’s Purchase Option shall be exercisable, in whole or in part, commencing on the later of the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (i) one year from the Effective Date and (ii) the consummation of a Business Combination and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Representative’s Unit of $12.50, which is equal to one hundred 17.325 per Series A Unit and twenty five percent (125%) of the public offering price of a $16.665 per Series B Unit. The Representative’s Purchase Option, the Representative’s Units, the Warrants underlying the Representative’s Warrants Units (the “Representative’s Warrants”) and the shares of Common Stock issuable upon exercise of the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Purchase Option and the underlying securities during the first 180 days year after the Effective Date, and, by its acceptance as set forth in Section 3 of the Representative’s Units, the Representative agrees that it will not, sell, transfer, assign, pledge or hypothecate the Representative’s Purchase Option, or any portion thereof, or engage in 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 anyone other than (i) an Underwriter or a 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; and only if any such transferee agrees to the lock-up restrictions set forth in this Section 1.4.1 in writing.

Purchase Option. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Effective Date an option (“Representative’s Purchase Option”) for the purchase of an aggregate of 150,000 Units 350,000 units (the “Representative’s Units”) (5% of the total number of Firm Units sold in the Offering) for an aggregate purchase price of $100100.00. Each Representative Unit shall consist of one share of Common Stock and one warrant the Representative’s Units is identical to the Firm Units, except that the Warrants included in the Representative’s Units (a the “Representative’s WarrantWarrants”). Each Representative’s Warrant shall entitle its holder to purchase one share ) have an exercise price of Common Stock for $7.50 during the period commencing on the later of: (i) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year from the Effective Date and ending on the later 125% of the five-year anniversary exercise price of the Effective Date or, if earlier redeemed by Warrants included in the Company in accordance therewithunits sold to the public). The Representative’s Purchase Option shall be exercisable, in whole or in part, commencing on the later of the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, a Business Combination or one year hundred eighty (180) days from the Effective Date Date, and expiring on the five-year anniversary of the Effective Date Date, at an initial exercise price per Representative’s Unit of $12.5010.00, which is equal to one hundred and twenty five percent (125%) of the initial public offering price of a Unit. The Representative’s Purchase Option, the Representative’s Units, the Sub-Units underlying the Representative’s Purchase Option, the Representative’s Warrants and the shares of Common Stock Ordinary Shares underlying the Sub-Units and issuable upon exercise of the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Purchase Option and the underlying securities during the first 180 days year after the Effective Date, and, by its acceptance as set forth in Section 3 of the Representative’s Units, the Representative agrees that it will not, sell, transfer, assign, pledge or hypothecate the Representative’s Purchase Option, or any portion thereof, or engage in 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 anyone other than (i) an Underwriter or a 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; and only if any such transferee agrees to the lock-up restrictions set forth in this Section 1.4.1 in writing.

Purchase Option. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Effective Date an option (“Representative’s Purchase Option”) for the purchase of an aggregate of 150,000 500,000 Units (the “Representative’s Units”) (5% of the total number of Firm Units sold in the Offering) for an aggregate purchase price of $100100.00. Each Representative of the Representative’s Unit shall consist of one share of Common Stock and one warrant (a be identical to the Public Units, except that the Warrants included in the Representative’s Units ( the “Representative’s WarrantWarrants”). Each Representative’s Warrant shall entitle its holder to purchase one share ) will have an exercise price of Common Stock for $7.50 during the period commencing on the later of: 6.25 (i) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year from the Effective Date and ending on the later 125% of the five-year anniversary exercise price of the Effective Date or, if earlier redeemed by Warrants included in the Company in accordance therewithUnits). The Representative’s Purchase Option shall be exercisable, in whole or in part, commencing on the later of the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, a Business Combination or one year from the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Representative’s Unit of $12.507.50, which is equal to one hundred and twenty five percent (125%) of the initial public offering price of a Public Unit. The Representative’s Purchase Option, the Representative’s Units, the Representative’s Warrants and the shares of Common Stock issuable upon exercise of the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Purchase Option and the underlying securities during the first 180 days year after the Effective Date, and, by its acceptance as set forth in Section 3 of the Representative’s Units, the Representative agrees that it will not, sell, transfer, assign, pledge or hypothecate the Representative’s Purchase Option, or any portion thereof, or engage in 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 anyone other than (i) an Underwriter or a 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; and only if any such transferee agrees to the lock-up restrictions set forth in this Section 1.4.1 in writing.

Purchase Option. The As additional consideration, the Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Effective Date an option (“Representative’s Purchase Option”) for the purchase of an aggregate of 150,000 250,000 (or 287,500 Units if the Over-allotment Option is exercised in full) Units (the “Representative’s Units”) for an aggregate purchase price of $100100.00. Each Representative Unit shall consist of one share of Common Stock and one warrant (a “The Representative’s Warrant”). Each Units are identical to the Firm Units, except that the Representative’s Warrant shall entitle its holder Units, if Representative’s Purchase Option is exercised, will be purchased pursuant to purchase one share of Common Stock for $7.50 during the period commencing on the later of: (i) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year exemption from the Effective Date and ending on the later registration requirements of the five-year anniversary Securities Act and will become tradable only after certain conditions are met or the resale of such Representative Units is registered under the Effective Date or, if earlier redeemed by the Company in accordance therewithSecurities Act. The Representative’s Purchase Option shall be exercisable, in whole or in part, commencing on the later first anniversary of the consummation of an Acquisition TransactionEffective Date, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or one year from the Effective Date and expiring on the five-year fifth anniversary of the Effective Date Date, for cash or on a cashless basis, at an initial exercise price per Representative’s Unit of $12.5011.50, which is equal to one hundred and twenty five fifteen percent (125115%) of the initial public offering price of a Unit. Each Unit consists of one (1) Ordinary Share of the Company, one redeemable Warrant with each redeemable Warrant entitling the holder thereof to purchase one-half (1/2) of one Ordinary Share at a price of $11.50 per full share, and one Right to acquire one-tenth of an Ordinary Share upon the consummation of a Business Combination. The Representative’s Purchase Option, the Representative’s Units, the Ordinary Shares, the Rights included in the Representative’s Warrants Units (the “Representative’s Rights”) and the shares Warrants included in the Representative’s Units (the “Representative’s Warrants”) and the Ordinary Shares issuable pursuant to the terms of Common Stock issuable upon exercise of the Representative’s Rights and the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Purchase Option and the underlying securities during the first 180 days six (6) months after the Effective Date, and, by its acceptance as set forth in Section 3 of the Representative’s Units, the Representative agrees that it will not, sell, transfer, assign, pledge or hypothecate the Representative’s Purchase Option, or any portion thereof, or engage in 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 anyone other than (i) an Underwriter or a 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; and only if any such transferee agrees to the lock-up restrictions set forth in this Section 1.4.1 in writing.

Purchase Option. The As additional consideration, the Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Effective Date an option (“Representative’s Purchase Option”) for the purchase of an aggregate of 150,000 375,000 (or 431,250 Units if the Over-allotment Option is exercised in full) Units (the “Representative’s Units”) for an aggregate purchase price of $100100.00. Each Representative Unit shall consist of one share of Common Stock and one warrant (a “The Representative’s Warrant”). Each Units are identical to the Firm Units, except that the Representative’s Warrant shall entitle its holder Units, if the Representative’s Purchase Option is exercised, will be purchased pursuant to purchase one share of Common Stock for $7.50 during the period commencing on the later of: (i) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year exemption from the Effective Date and ending on the later registration requirements of the five-year anniversary Securities Act and will become tradable only after certain conditions are met or the resale of such Representative Units is registered under the Effective Date or, if earlier redeemed by the Company in accordance therewithSecurities Act. The Representative’s Purchase Option shall be exercisable, in whole or in part, commencing on the later first anniversary of the consummation of an Acquisition TransactionEffective Date, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or one year from the Effective Date and expiring on the five-year fifth anniversary of the Effective Date Date, for cash or on a cashless basis, at an initial exercise price per Representative’s Unit of $12.5011.00, which is equal to one hundred and twenty five ten percent (125110%) of the initial public offering price of a Unit. The Representative’s Purchase Option and the Representative’s Units are deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and are therefore subject to a lock-up for a period of 180 days beginning on the date of commencement of sales of the Offering pursuant to FINRA Rule 5110(e)(1), during which time the Purchase Option, the Representative’s Units and the underlying securities may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities. Each Representative’s Unit consists of one (1) Ordinary Share of the Company, one-half (1/2) of one redeemable Warrant with each whole Warrant entitling the holder thereof to purchase one Ordinary Share at a price of $11.50 per full share, and one (1) Right to acquire one-tenth (1/10) of an Ordinary Share upon the consummation of a Business Combination. The Representative’s Purchase Option, the Representative’s Units, the Ordinary Shares, Warrants (the “Representative’s Warrants Warrants”) and Rights (the “Representative’s Rights”) included in the Representative’s Units and the shares Ordinary Shares issuable pursuant to the terms of Common Stock issuable upon exercise of the Representative’s Rights and the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Purchase Option and the underlying securities during the first 180 days after the Effective Date, and, by its acceptance of the Representative’s Units, the Representative agrees that it will not, sell, transfer, assign, pledge or hypothecate the Representative’s Purchase Option, or any portion thereof, or engage in 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 anyone other than (i) an Underwriter or a 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; and only if any such transferee agrees to the lock-up restrictions set forth in this Section 1.4.1 in writing.”

Purchase Option. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (“Representative’s Purchase Option”) for the purchase of an aggregate of 150,000 100,000 Units (“Representative’s Units”) for an aggregate purchase price of $100. Each Representative Unit shall consist of one share of Common Stock and one warrant (a “Representative’s Warrant”). Each Representative’s Warrant shall entitle its holder to purchase one share of Common Stock for $7.50 during the period commencing on the later of: (i) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year from the Effective Date date of the Prospectus and ending on the later of the five-year anniversary of the Effective Date or, if earlier redeemed by the Company in accordance therewith. The Representative’s Purchase Option shall be exercisable, in whole or in part, commencing on the later of the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or one year from the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Representative’s Unit of $12.50, which is equal to one hundred and twenty five percent (125%) of the public offering price of a Unit. The Representative’s Purchase Option, the Representative’s Units, the Representative’s Warrants and the shares of Common Stock issuable upon exercise of the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Purchase Option and the underlying securities during the first 180 days after the Effective Date, and, by its acceptance of the Representative’s Units, the Representative agrees that it will not, sell, transfer, assign, pledge or hypothecate the Representative’s Purchase Option, or any portion thereof, or engage in 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 anyone other than (i) an Underwriter or a 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; and only if any such transferee agrees to the lock-up restrictions set forth in this Section 1.4.1 in writing.

Purchase Option. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (“Representative’s Purchase Option”) for the purchase of an aggregate of 150,000 Units (“Representative’s Units”) for an aggregate purchase price THIS CERTIFIES THAT, in consideration of $100. Each Representative 100 duly paid by or on behalf of [ ], as registered owner of this Unit shall consist Purchase Option (the “Holder” and, together with all other holders of one share any portion of Common Stock and one warrant (a this Unit Purchase Option as the context herein requires, the “Representative’s WarrantHolders”). Each Representative’s Warrant shall entitle its holder , to purchase one share Lucid, Inc., a New York corporation (the “Company”), the Holder is entitled, at any time or from time to time after the closing of Common Stock for $7.50 the Offering (as defined below) and during the period commencing (the “Commencement Date”) on [ ] (the later of: (i) thirty days after the consummation one hundred and eighty day anniversary of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year from the Effective Date (defined below)), and ending expiring at or before 5:00 p.m., New York City local time, on [ ](the later of the five-five year anniversary of the Effective Date or(defined below)) (the “Expiration Date”), if earlier redeemed by the Company in accordance therewith. The Representative’s Purchase Option shall be exercisablebut not thereafter, to subscribe for, purchase and receive, in whole or in part, commencing on up to [ ] ([ ]) units (the later of the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or one year from the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Representative’s Unit of $12.50, which is equal to one hundred and twenty five percent (125%“Units”) of the public offering price Company. Each Unit consists of a Unit. The Representative’s Purchase Option, the Representative’s Units, the Representative’s Warrants and the shares of Common Stock issuable upon exercise of the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Purchase Option and the underlying securities during the first 180 days after the Effective Date, and, by its acceptance of the Representative’s Units, the Representative agrees that it will not, sell, transfer, assign, pledge or hypothecate the Representative’s Purchase Option, or any portion thereof, or engage in 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 anyone other than (i) an Underwriter or a selected dealer in connection with the Offeringone share of Common Stock, or $0.01 par value (“Common Stock”) and (ii) a bona fide officer or partner one warrant (the “Warrant(s)”) to purchase one share of Common Stock. The Warrants expire five years from the effective date (the “Effective Date”) of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees registration statement (the “Registration Statement”) pursuant to which Units are offered for sale to the lock-up restrictions set forth public (the “Offering”). Each Warrant is on the same terms and conditions as the warrants underlying the Units being registered for sale to the public by way of the Registration Statement, except that the Warrants to be issued hereunder shall also contain a cashless exercise provision and shall not be subject to the redemption provisions. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option shall expire on the next succeeding day that is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $[ ] per Unit (the “Exercise Price”). The number of Units purchasable hereunder and the Exercise Price are subject to adjustment as provided in this Section 1.4.1 in writingPurchase Option.

Purchase Option. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Effective Date an option (“RepresentativeUnderwriter’s Purchase Option”) for the purchase of an aggregate of 150,000 Units 105,000 units (“RepresentativeUnderwriter’s Units”) for an aggregate purchase price of $100. Each Representative Unit shall consist of one share the Underwriter’s Units is identical to the Firm Units except that the Warrants included in the Underwriter’s Units (“Underwriter’s Warrants”) have an exercise price of Common Stock and one warrant $6.00 (a “Representative’s Warrant”133⅓% of the exercise price of the Warrants included in the Units sold to the public). Each Representative’s Warrant shall entitle its holder to purchase one share of Common Stock for $7.50 during the period commencing on the later of: (i) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year from the Effective Date and ending on the later of the five-year anniversary of the Effective Date or, if earlier redeemed by the Company in accordance therewith. The RepresentativeUnderwriter’s Purchase Option shall be exercisable, in whole or in part, commencing on the later of the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or a Business Combination and one year from the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per RepresentativeUnderwriter’s Unit of $12.507.20, which is equal to one hundred and twenty five percent (125%) 120% of the initial public offering price of a Unit. The RepresentativeUnderwriter’s Purchase Option, the RepresentativeUnderwriter’s Units, the RepresentativeUnderwriter’s Warrants and the shares of Common Stock issuable upon exercise of the RepresentativeUnderwriter’s Warrants are hereinafter referred to collectively as the “RepresentativeUnderwriter’s Securities.” The Public Securities and the RepresentativeUnderwriter’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions Except pursuant to FINRA one or more of the exceptions set forth in Rule 5110 against transferring 2710(g)(2) of the RepresentativeConduct Rules of the National Association of Securities Dealers, the Underwriter’s Purchase Option and the underlying securities during the first 180 days after the Effective Dateshall not be sold, andtransferred, by its acceptance of the Representative’s Unitsassigned, the Representative agrees that it will not, sell, transfer, assign, pledge pledged or hypothecate the Representative’s Purchase Optionhypothecated, or any portion thereof, or engage in be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities the Underwriter’s Purchase Option by the holder(s) thereof, for a period of 180 days one year immediately following the Effective Date date the Registration Statement (as hereinafter defined) is declared effective by the Commission (as hereinafter defined). Notwithstanding the foregoing, the Underwriter’s Purchase Option shall be transferable to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner affiliates 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 1.4.1 in writingUnderwriter.

Purchase Option. The Company hereby agrees to issue and sell to the Representative (and/or its designees) Underwriter and to such Underwriter designated by the Underwriter on the Closing Effective Date an option (“RepresentativeUnderwriter’s Purchase Option”) for the purchase of an aggregate of 150,000 Units __________ units (“RepresentativeUnderwriter’s Units”) for an aggregate purchase price of $100. Each Representative Unit shall consist of one share the Underwriter’s Units is identical to the Firm Units except that the Warrants included in the Underwriter’s Units (“Underwriter’s Warrants”) have an exercise price of Common Stock and one warrant $___ (a “Representative’s Warrant”___% of the exercise price of the Warrants included in the Units sold to the public). Each Representative’s Warrant shall entitle its holder to purchase one share of Common Stock for $7.50 during the period commencing on the later of: (i) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year from the Effective Date and ending on the later of the five-year anniversary of the Effective Date or, if earlier redeemed by the Company in accordance therewith. The RepresentativeUnderwriter’s Purchase Option shall be exercisable, in whole or in part, commencing on the later of the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or one year from the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per RepresentativeUnderwriter’s Unit of $12.50$ , which is equal to one hundred and twenty five percent (125%) ___% of the initial public offering price of a Unit. The RepresentativeUnderwriter’s Purchase Option, the RepresentativeUnderwriter’s Units, the RepresentativeUnderwriter’s Warrants and the shares of Common Stock issuable upon exercise of the RepresentativeUnderwriter’s Warrants are hereinafter referred to collectively as the “RepresentativeUnderwriter’s Securities.” The Public Securities and the RepresentativeUnderwriter’s Securities are hereinafter referred to collectively as the “Securities.” The Representative Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the RepresentativeUnderwriter’s Purchase Option and the underlying securities during the first 180 days year after the Effective Date, and, by its acceptance as set forth in Section 3 of the RepresentativeUnderwriter’s UnitsPurchase Option Agreement. Additionally, the Representative Underwriter further understands and agrees that it will not, sell, transfer, assign, pledge or hypothecate must comply with the Representative’s Purchase Option, or any portion thereof, or engage in any hedging, short sale, derivative, put or call transaction that would result transfer restrictions contained in the effective economic disposition National Association of such securities for Securities Dealers, Inc. (the “NASD”) Conduct Rule 2710(g)(1) and has entered into a period of 180 days following the Effective Date to anyone other than (i) an Underwriter or a 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; and only if any such transferee agrees to the lock-up restrictions set forth in this Section 1.4.1 in writingagreement pursuant to the NASD Conduct Rule 2710(g)(1).

Purchase Option. The As additional consideration, the Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Effective Date an option (“Representative’s Purchase Option”) for the purchase of an aggregate of 150,000 300,000 (or 345,000 Units if the Over-allotment Option is exercised in full) Units (the “Representative’s Units”) for an aggregate purchase price of $100100.00. Each Representative Unit shall consist of one share of Common Stock and one warrant (a “The Representative’s Warrant”). Each Units are identical to the Firm Units, except that the Representative’s Warrant shall entitle its holder Units, if Representative’s Purchase Option is exercised, will be purchased pursuant to purchase one share of Common Stock for $7.50 during the period commencing on the later of: (i) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year exemption from the Effective Date and ending on the later registration requirements of the five-year anniversary Securities Act and will become tradable only after certain conditions are met or the resale of such Representative Units is registered under the Effective Date or, if earlier redeemed by the Company in accordance therewithSecurities Act. The Representative’s Purchase Option shall be exercisable, in whole or in part, commencing on the later first anniversary of the consummation of an Acquisition TransactionEffective Date, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or one year from the Effective Date and expiring on the five-year fifth anniversary of the Effective Date Date, for cash or on a cashless basis, at an initial exercise price per Representative’s Unit of $12.5011.50, which is equal to one hundred and twenty five ten percent (125115%) of the initial public offering price of a Unit. Each Unit consists of one (1) share of Class A Common Stock of the Company and one (1) redeemable Warrant with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share. The Representative’s Purchase Option, the Representative’s Units, the Class A Common Stock included in the Representative’s Warrants Units and the shares of Warrants included in the Representative’s Units (the “Representative’s Warrants”) and the Class A Common Stock issuable upon exercise pursuant to the terms of the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Purchase Option and the underlying securities during the first 180 days six (6) months after the Effective Date, and, by its acceptance as set forth in Section 3 of the Representative’s Units, the Representative agrees that it will not, sell, transfer, assign, pledge or hypothecate the Representative’s Purchase Option, or any portion thereof, or engage in 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 anyone other than (i) an Underwriter or a 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; and only if any such transferee agrees to the lock-up restrictions set forth in this Section 1.4.1 in writing.

Purchase Option. The As additional consideration, the Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Effective Date an option (“Representative’s Purchase Option”) for the purchase of an aggregate of 150,000 875,000 (or 1,006,250 Units if the Over-allotment Option is exercised in full) Units (the “Representative’s Units”) for an aggregate purchase price of $100100.00. Each Representative Unit shall consist of one share of Common Stock and one warrant (a “The Representative’s Warrant”). Each Units are identical to the Firm Units, except that the Representative’s Warrant shall entitle its holder Units, if the Representative’s Purchase Option is exercised, will be purchased pursuant to purchase one share of Common Stock for $7.50 during the period commencing on the later of: (i) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year exemption from the Effective Date and ending on the later registration requirements of the five-year anniversary Securities Act and will become tradable only after certain conditions are met or the resale of such Representative Units is registered under the Effective Date or, if earlier redeemed by the Company in accordance therewithSecurities Act. The Representative’s Purchase Option shall be exercisable, in whole or in part, commencing on the later first anniversary of the consummation of an Acquisition TransactionEffective Date, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or one year from the Effective Date and expiring on the five-year fifth anniversary of the Effective Date Date, for cash or on a cashless basis, at an initial exercise price per Representative’s Unit of $12.5011.00, which is equal to one hundred and twenty five ten percent (125110%) of the initial public offering price of a Unit. The Representative’s Purchase Option and the Representative’s Units are deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and are therefore subject to a lock-up for a period of 180 days beginning on the date of commencement of sales of the Offering pursuant to FINRA Rule 5110(e)(1), during which time the Purchase Option, the Representative’s Units and the underlying securities may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities. Each Representative’s Unit consists of one (1) Ordinary Share of the Company, one-half (1/2) of one redeemable Warrant with each whole Warrant entitling the holder thereof to purchase one Ordinary Share at a price of $11.50 per full share, and one (1) Right to acquire one-tenth (1/10) of an Ordinary Share upon the consummation of a Business Combination. The Representative’s Purchase Option, the Representative’s Units, the Ordinary Shares, Warrants (the “Representative’s Warrants Warrants”) and Rights (the “Representative’s Rights”) included in the Representative’s Units and the shares of Common Stock Ordinary Shares issuable upon exercise pursuant to the terms of the Representative’s Rights and Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Purchase Option and the underlying securities during the first 180 days after beginning on the Effective Date, and, by its acceptance date of commencement of sales of the Representative’s UnitsOffering, the Representative agrees that it will not, sell, transfer, assign, pledge or hypothecate as set forth in Section 3 of the Representative’s Purchase Option, or any portion thereof, or engage in 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 anyone other than (i) an Underwriter or a 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; and only if any such transferee agrees to the lock-up restrictions set forth in this Section 1.4.1 in writing.

Purchase Option. The As additional consideration, the Company hereby agrees to issue and sell to the Representative (and/or its designees) Underwriters on the Closing Effective Date an option (“Representative’s Underwriters’ Purchase Option”) for the purchase of an aggregate of 150,000 Units 250,000 units (or up to 287,500 units if the Over-allotment Option is exercised in full) (the “Representative’s Underwriters’ Units”) for an aggregate purchase price of $100100.00. Each Representative Unit shall consist of one share of Common Stock and one warrant (a “Representative’s Warrant”). Each Representative’s Warrant shall entitle its holder to purchase one share of Common Stock for $7.50 during the period commencing on the later of: (i) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year from the Effective Date and ending on the later of the five-year anniversary Underwriters shall receive a portion of the Effective Date or, if earlier redeemed Underwriters’ Purchase Option proportional to the number of Firm Units purchased by the Company in accordance therewithsuch Underwriter. The Representative’s Underwriters’ Purchase Option shall be exercisable, in whole or in part, commencing on the later of (i) the consummation closing of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may beBusiness Combination, or (ii) one year from the Effective Date Date, and expiring on the five-year anniversary earlier of (x) five years from the Effective Date Date, and (y) the day immediately prior to the day on which the Company and all of its successors have been dissolved, for cash or on a cashless basis, at an initial exercise price per Representative’s Unit of $12.5011.50, which is equal to one hundred and twenty five fifteen percent (125115%) of the initial public offering price of a Unit. The Representative’s Underwriters’ Purchase Option, the Representative’s Underwriters’ Units, the Representative’s shares of Common Stock and the Warrants included in the Underwriters’ Units (the “Underwriters’ Warrants”) and the shares of Common Stock issuable upon exercise of the Representative’s Underwriters’ Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Underwriters’ Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Underwriters’ Purchase Option and the underlying securities during the first 180 days six (6) months after the Effective Date, and, by its acceptance of the Representative’s Units, the Representative agrees that it will not, sell, transfer, assign, pledge or hypothecate the Representative’s Purchase Option, or any portion thereof, or engage in 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 anyone other than (i) an Underwriter or a 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; and only if any such transferee agrees to the lock-up restrictions as set forth in this Section 1.4.1 in writing3 of the Underwriters’ Purchase Option.

Purchase Option. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (the “Representative’s Purchase Option”) for the purchase of an aggregate of 150,000 Units [●] shares of Common Stock (“Representative’s Units”5% of the Firm Shares) for an aggregate purchase price of $100. Each Representative Unit shall consist of one share of Common Stock and one warrant (a “Representative’s Warrant”). Each Representative’s Warrant shall entitle its holder to purchase one share of Common Stock for $7.50 during the period commencing on the later of: (i) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year from the Effective Date and ending on the later of the five-year anniversary of the Effective Date or, if earlier redeemed by the Company in accordance therewith100.00. The Representative’s Purchase Option Agreement in the form attached hereto as Exhibit A shall be exercisable, in whole or in part, commencing on the later of the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or a date which is one year from the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Representative’s Unit Share of $12.50[●], which is equal to one hundred and twenty five percent (125%) % of the initial public offering price of a Unitthe Firm Shares. The Representative’s Purchase Option, the Representative’s Units, the Representative’s Warrants Option Agreement and the shares of Common Stock issuable upon exercise of the Representative’s Warrants thereof are sometimes hereinafter referred to collectively as the “Representative’s Securities.,” The and the Public Securities and the Representative’s Underwriter Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 5110(g) against transferring the Representative’s Purchase Option Agreement and the underlying securities shares of Common Stock during the first 180 days after the Effective Date, and, Date and by its acceptance of the Representative’s Units, the Representative agrees thereof shall agree that it will not, sell, transfer, assign, pledge or hypothecate the Representative’s Purchase OptionOption Agreement, or any portion potion thereof, or engage in 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 one year following the Effective Date to anyone other than (i) an Underwriter or a 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; and only if any such transferee agrees to the foregoing lock-up restrictions set forth in this Section 1.4.1 in writingrestrictions.

Purchase Option. The As additional consideration, the Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Effective Date an option (“Representative’s Purchase Option”) for the purchase of an aggregate of 150,000 375,000 (or 431,250 Units if the Over-allotment Option is exercised in full) Units (the “Representative’s Units”) for an aggregate purchase price of $100100.00. Each Representative Unit shall consist of one share of Common Stock and one warrant (a “The Representative’s Warrant”). Each Units are identical to the Firm Units, except that the Representative’s Warrant shall entitle its holder Units, if Representative’s Purchase Option is exercised, will be purchased pursuant to purchase one share of Common Stock for $7.50 during the period commencing on the later of: (i) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year exemption from the Effective Date and ending on the later registration requirements of the five-year anniversary Securities Act and will become tradable only after certain conditions are met or the resale of such Representative Units is registered under the Effective Date or, if earlier redeemed by the Company in accordance therewithSecurities Act. The Representative’s Purchase Option shall be exercisable, in whole or in part, commencing on the later first anniversary of the consummation of an Acquisition TransactionEffective Date, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or one year from the Effective Date and expiring on the five-year fifth anniversary of the Effective Date Date, for cash or on a cashless basis, at an initial exercise price per Representative’s Unit of $12.5011.00, which is equal to one hundred and twenty five ten percent (125110%) of the initial public offering price of a Unit. Each Representative’s Unit consists of one Ordinary Share of the Company, one redeemable Warrant with each redeemable Warrant entitling the holder thereof to purchase one-half of one Ordinary Share at a price of $11.50 per full share, and one Right to receive one-tenth of an Ordinary Share upon the consummation of a Business Combination. The Representative’s Purchase Option, the Representative’s Units, the Rights included in the Representative’s Warrants Units (the “Representative’s Rights”) and the shares of Common Stock Warrants included in the Representative’s Units (the “Representative’s Warrants”) and the Ordinary Shares included in the Representative’s Units and the Ordinary Shares issuable upon exercise pursuant to the terms of the Representative’s Rights and the Representative’s Warrants (the “Representative’s Shares”) are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Purchase Option and the underlying securities during the first 180 days after the Effective Date, and, by its acceptance as set forth in Section 3 of the Representative’s Units, the Representative agrees that it will not, sell, transfer, assign, pledge or hypothecate the Representative’s Purchase Option, or any portion thereof, or engage in 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 anyone other than (i) an Underwriter or a 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; and only if any such transferee agrees to the lock-up restrictions set forth in this Section 1.4.1 in writing.

Purchase Option. The Company hereby agrees to issue and sell to the Representative (and/or its their designees) on the Closing Effective Date an option (“Representative’s Purchase Option”) for the purchase of an aggregate of 150,000 Units 500,000 units (“Representative’s Units”) for an aggregate purchase price of $100. Each Representative Unit shall consist of one share of Common Stock and one warrant (a “the Representative’s Warrant”). Each Units is identical to the Firm Units, except that each of the units underlying the Representative's Purchase Option entitles the holder to purchase the unit at a price of $10.00 and each of the warrants underlying the Representative’s Warrant shall entitle its Purchase Option entitles the holder to purchase one share of our Common Stock for at a price of $7.50 during the period commencing on the later of: 7.50. (i) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year from the Effective Date and ending on the later of the five-year anniversary of the Effective Date or, if earlier redeemed by the Company in accordance therewith“Representative’s Warrants”). The Representative’s Purchase Option shall be exercisable, in whole or in part, commencing on the later of the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, a Business Combination or one year from the Effective Date and expiring on the fivefour-year anniversary of the Effective Date at an initial exercise price per Representative’s Unit of $12.5010.00, which is equal to one hundred and twenty twenty-five percent (125%) of the initial public offering price of a Unit. The Representative’s Purchase Option, the Representative’s Units, the Representative’s Warrants and the shares of Common Stock issuable upon exercise of the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Purchase Option and or the underlying securities during the first 180 days year after the Effective Date, and, by its acceptance as set forth in Section 3 of the Representative’s UnitsPurchase Option including, but not limited to, the Representative agrees agreement of Xxxxxx Xxxxxx & Co. that it will not, not sell, transfer, assign, pledge or hypothecate the Representative’s 's Purchase Option, or any portion thereofits underlying securities, or engage in 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 one year following the Effective Date to anyone other than (i) Xxxxxx Xxxxxx & Co. or an Underwriter underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative Xxxxxx Xxxxxx & Co. or of any such Underwriter underwriter or selected dealer; and only if any such transferee agrees to , in accordance with the lock-up restrictions set forth in this Section 1.4.1 in writingNational Association of Securities Dealers, Inc. (“NASD”) Conduct Rule 2710(g)(1).

Purchase Option. The As additional consideration, the Company hereby agrees to issue and sell to the Representative (and/or its their designees) on the Closing Effective Date an option (“Representative’s Purchase Option”) for the purchase of an aggregate of 150,000 Units 240,000 units (up to 276,000 units with the full exercise of the Over-Allotment Option, the “Representative’s Units”) for an aggregate purchase price of $100100.00. Each The Representative Unit shall consist of one share of Common Stock and one warrant (a “Units are identical to the Firm Units, except that the Representative’s Warrant”). Each Units, if Representative’s Warrant shall entitle its holder Purchase Option is exercised, will be purchased pursuant to purchase one share of Common Stock for $7.50 during the period commencing on the later of: (i) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year exemption from the Effective Date and ending on the later registration requirements of the five-year anniversary Securities Act and will become tradable only after certain conditions are met or the resale of such Representative Units is registered under the Effective Date or, if earlier redeemed by the Company in accordance therewithSecurities Act. The Representative’s Purchase Option shall be exercisable, in whole or in part, commencing on the later first anniversary of the consummation of an Acquisition TransactionEffective Date, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or one year from the Effective Date and expiring on the five-year fifth anniversary of the Effective Date Date, for cash or on a cashless basis, at an initial exercise price per Representative’s Unit of $12.5011.00, which is equal to one hundred and twenty five ten percent (125110%) of the initial public offering price of a Unit. Each Representative’s Unit consists of one Ordinary Share, one Warrant to purchase one-half of one Ordinary Share at a price of $11.50 per full share, and one Right to acquire one-tenth of an Ordinary Share upon the consummation of a Business Combination. In connection with the receipt of the Ordinary Shares underlying Rights upon the consummation of a Business Combination, no additional consideration shall be paid by the Representative; provided, however, in no event the Company shall be required to issue fractional Ordinary Shares upon the exchange of Rights and each Right will be valued at $1.10 to settle any fractional Ordinary Shares deliverable upon exchange of Rights. The Representative’s Purchase Option, the Representative’s Units, the Ordinary Shares, the Rights included in the Representative’s Warrants Units (the “Representative’s Rights”) and the shares Warrants included in the Representative’s Units (the “Representative’s Warrants”) and the Ordinary Shares issuable pursuant to the terms of Common Stock issuable upon exercise of the Representative’s Rights and the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Purchase Option and the underlying securities during the first 180 days six months after the Effective Date, and, by its acceptance as set forth in Section 3 of the Representative’s Units, the Representative agrees that it will not, sell, transfer, assign, pledge or hypothecate the Representative’s Purchase Option, or any portion thereof, or engage in 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 anyone other than (i) an Underwriter or a 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; and only if any such transferee agrees to the lock-up restrictions set forth in this Section 1.4.1 in writing.

Purchase Option. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Effective Date an option (“Representative’s Purchase Option”) for the purchase of an aggregate of 150,000 Units 350,000 units (the “Representative’s Units”) (5% of the total number of Firm Units sold in the Offering) for an aggregate purchase price of $100100.00. Each Representative Unit shall consist of one share of Common Stock and one warrant the Representative’s Units is identical to the Firm Units, except that the Warrants included in the Representative’s Units (a the “Representative’s WarrantWarrants”). Each Representative’s Warrant shall entitle its holder to purchase one share ) have an exercise price of Common Stock for $7.50 during the period commencing on the later of: (i) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year from the Effective Date and ending on the later 136% of the five-year anniversary exercise price of the Effective Date or, if earlier redeemed by Warrants included in the Company in accordance therewithunits sold to the public). The Representative’s Purchase Option shall be exercisable, in whole or in part, commencing on the later of the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, a Business Combination or one year hundred eighty (180) days from the Effective Date Date, and expiring on the five-year anniversary of the Effective Date Date, at an initial exercise price per Representative’s Unit of $12.5010.00, which is equal to one hundred and twenty five percent (125%) of the initial public offering price of a Unit. The Representative’s Purchase Option, the Representative’s Units, the Sub-Units underlying the Representative’s Purchase Option, the Representative’s Warrants and the shares of Common Stock Ordinary Shares underlying the Sub-Units and issuable upon exercise of the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Purchase Option and the underlying securities during the first 180 days year after the Effective Date, and, by its acceptance as set forth in Section 3 of the Representative’s Units, the Representative agrees that it will not, sell, transfer, assign, pledge or hypothecate the Representative’s Purchase Option, or any portion thereof, or engage in 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 anyone other than (i) an Underwriter or a 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; and only if any such transferee agrees to the lock-up restrictions set forth in this Section 1.4.1 in writing.

Purchase Option. The As additional consideration, the Company hereby agrees to issue and sell to the Representative (and/or its their designees) on the Closing Effective Date an option (“Representative’s Purchase Option”) for the purchase of an aggregate of 150,000 Units 460,000 units (of which up to 60,000 units will be cancelled in the event the over-allotment option is not exercised in full) (the “Representative’s Units”) for an aggregate purchase price of $100. Each Representative 100.00, provided that in the event that the over-allotment option is not exercised in full, a certain amount of Representative's Unit Option shall consist be cancelled so that the number of one share of Common Stock and one warrant (a “Representative’s Warrant”). Each Representative’s Warrant shall entitle its holder to purchase one share of Common Stock for $7.50 during the period commencing on the later of: (i) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year from the Effective Date and ending on the later 's Units equals 10% of the five-year anniversary number of units sold in the Effective Date or, if earlier redeemed by the Company in accordance therewithOffering. The Representative’s Purchase Option shall be exercisable, in whole or in part, commencing on the later of the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer the Business Combination or Post-Acquisition Automatic Trust Liquidation, as the case may be, or one year from six (6) month anniversary date of the Effective Date and expiring on the five-five (5) year anniversary date of the Effective Date Date, for cash or on a cashless basis, at an initial exercise price per Representative’s Unit of $12.5012.00, which is equal to one hundred and twenty five percent (125120%) of the initial public offering price of a Unit. The Representative’s Purchase Option, the Representative’s Units, the Ordinary Shares and the Warrants included in the Representative’s Warrants Units (the “Representative’s Warrants”) and the shares of Common Stock Ordinary Shares issuable upon exercise of the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Purchase Option and the underlying securities during the first 180 days six (6) months after the Effective Date, and, by its acceptance as set forth in Section 3 of the Representative’s Units, the Representative agrees that it will not, sell, transfer, assign, pledge or hypothecate the Representative’s Purchase Option, or any portion thereof, or engage in 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 anyone other than (i) an Underwriter or a 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; and only if any such transferee agrees to the lock-up restrictions set forth in this Section 1.4.1 in writing.

Purchase Option. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Effective Date an option (“Representative’s "Underwriter's Purchase Option”") for the purchase of an aggregate of 150,000 Units 105,000 units (“Representative’s "Underwriter's Units”") for an aggregate purchase price of $100. Each Representative Unit shall consist of one share the Underwriter's Units is identical to the Firm Units except that the Warrants included in the Underwriter's Units ("Underwriter's Warrants") have an exercise price of Common Stock and one warrant $6.00 (a “Representative’s Warrant”1331/3% of the exercise price of the Warrants included in the Units sold to the public). Each Representative’s Warrant shall entitle its holder to purchase one share of Common Stock for $7.50 during the period commencing on the later of: (i) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year from the Effective Date and ending on the later of the five-year anniversary of the Effective Date or, if earlier redeemed by the Company in accordance therewith. The Representative’s Underwriter's Purchase Option shall be exercisable, in whole or in part, commencing on the later of the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or a Business Combination and one year from the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Representative’s Underwriter's Unit of $12.507.20, which is equal to one hundred and twenty five percent (125%) 120% of the initial public offering price of a Unit. The Representative’s Underwriter's Purchase Option, the Representative’s Underwriter's Units, the Representative’s Underwriter's Warrants and the shares of Common Stock issuable upon exercise of the Representative’s Underwriter's Warrants are hereinafter referred to collectively as the “Representative’s "Underwriter's Securities.” " The Public Securities and the Representative’s Underwriter's Securities are hereinafter referred to collectively as the “"Securities.” The Representative understands and agrees that there are significant restrictions " Except pursuant to FINRA one or more of the exceptions set forth in Rule 5110 against transferring 2710(g)(2) of the Representative’s Conduct Rules of the National Association of Securities Dealers, the Underwriter's Purchase Option and the underlying securities during the first 180 days after the Effective Dateshall not be sold, andtransferred, by its acceptance of the Representative’s Unitsassigned, the Representative agrees that it will not, sell, transfer, assign, pledge pledged or hypothecate the Representative’s Purchase Optionhypothecated, or any portion thereof, or engage in be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities the Underwriter's Purchase Option by the holder(s) thereof, for a period of 180 days one year immediately following the Effective Date date the Registration Statement (as hereinafter defined) is declared effective by the Commission (as hereinafter defined). Notwithstanding the foregoing, the Underwriter's Purchase Option shall be transferable to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner affiliates 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 1.4.1 in writingUnderwriter.

Purchase Option. The Company hereby agrees to issue and sell to the Representative (and/or its designees) Underwriter and to such Underwriter designated by the Underwriter on the Closing Effective Date an option (“RepresentativeUnderwriter’s Purchase Option”) for the purchase of an aggregate of 150,000 Units units (which represents 6% of the Firm Units) (“RepresentativeUnderwriter’s Units”) for an aggregate purchase price of $100. Each Representative Unit shall consist of one share the Underwriter’s Units is identical to the Firm Units except that the Warrants included in the Underwriter’s Units (“Underwriter’s Warrants”) have an exercise price of Common Stock and one warrant $ (a “Representative’s Warrant”125% of the exercise price of the Warrants included in the Units sold to the public). Each Representative’s Warrant shall entitle its holder to purchase one share of Common Stock for $7.50 during the period commencing on the later of: (i) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year from the Effective Date and ending on the later of the five-year anniversary of the Effective Date or, if earlier redeemed by the Company in accordance therewith. The RepresentativeUnderwriter’s Purchase Option shall be exercisable, in whole or in part, commencing on the later of the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or one year from the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per RepresentativeUnderwriter’s Unit of $12.50$ , which is equal to one hundred and twenty five percent (125%) 110% of the initial public offering price of a Unit. The RepresentativeUnderwriter’s Purchase Option, the RepresentativeUnderwriter’s Units, the RepresentativeUnderwriter’s Warrants and the shares of Common Stock issuable upon exercise of the RepresentativeUnderwriter’s Warrants are hereinafter referred to collectively as the “RepresentativeUnderwriter’s Securities.” The Public Securities and the RepresentativeUnderwriter’s Securities are hereinafter referred to collectively as the “Securities.” The Representative Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the RepresentativeUnderwriter’s Purchase Option and the underlying securities during the first 180 days year after the Effective Date, and, by its acceptance as set forth in Section 3 of the RepresentativeUnderwriter’s UnitsPurchase Option Agreement. Additionally, the Representative Underwriter further understands and agrees that it will not, sell, transfer, assign, pledge or hypothecate must comply with the Representative’s Purchase Option, or any portion thereof, or engage in any hedging, short sale, derivative, put or call transaction that would result transfer restrictions contained in the effective economic disposition National Association of such securities for Securities Dealers, Inc. (the “NASD”) Conduct Rule 2710(g)(1) and has entered into a period of 180 days following the Effective Date to anyone other than (i) an Underwriter or a 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; and only if any such transferee agrees to the lock-up restrictions set forth in this Section 1.4.1 in writingagreement pursuant to the NASD Conduct Rule 2710(g)(1).

Purchase Option. The Company hereby agrees to issue and sell to A. Tenant shall have the Representative right (and/or its designees) on the Closing Date an option (“Representative’s Purchase Option”) for to purchase, subject to the purchase terms and conditions contained herein, all, but not less than all, of an aggregate the Leased Premises, together with all of 150,000 Units Landlord’s right, title and interest appurtenant thereto (the Leased Premises and rights described above in this Section 51 being herein referred to as the “Representative’s Units”) for an aggregate purchase price of $100. Each Representative Unit shall consist of one share of Common Stock and one warrant (a “Representative’s WarrantPurchase Option Property”). Each Representative’s Warrant shall entitle its holder to purchase one share of Common Stock for $7.50 during the period commencing on the later of: (i) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year from the Effective Date and ending on the later of the five-year anniversary of the Effective Date or, if earlier redeemed by the Company in accordance therewith. The Representative’s Purchase Option shall be exercisable, in whole or in part, commencing on the later of the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or one year effect from the Effective Commencement Date and expiring on until the fivesixty-year first (61st) day preceding the tenth (10th) anniversary of the Effective Commencement Date at an initial (the “Purchase Option Period”). Provided Tenant is not in default hereunder (after the expiration of any applicable notice and cure periods), Tenant may exercise price per Representative’s Unit the Purchase Option by execution and delivery to Landlord of $12.50a Purchase and Sale Agreement (the “Purchase Agreement”) in form and substance reasonably acceptable to Landlord and Tenant, which not later than the last day of the Purchase Option Period. If Tenant fails to exercise the Purchase Option in accordance with the terms of this Lease Agreement within the Purchase Option Period, then the Purchase Option and the rights thereunder of Tenant shall automatically and immediately terminate without notice. B. The conveyance of the Purchase Option Property shall occur on the first business day that is equal sixty (60) calendar days after Landlord and Tenant execute and deliver to one hundred another the Purchase Agreement as required by Section 52A hereof at 1:00 p.m. local time at the office of Xxxxxxx Xxxxx LLP, 000 Xxxxxx Xxxxxx, Suite 4200, Houston, Texas 77002. At the closing, Tenant shall pay to Landlord the Purchase Price (defined below), and twenty the Purchase Option Property shall be conveyed by Landlord by special warranty deed on an “AS-IS,” “WHERE-IS,” “WITH ALL FAULTS” basis. Landlord shall have the obligation to deliver a title insurance policy to Tenant, the cost of which shall be borne by Landlord; provided, however, that during the periods in which the Pearland Economic Development Corporation is the Landlord hereunder, the cost of such a title insurance policy shall be borne by Tenant. C. The “Purchase Price” shall mean an amount equal the fair market value of the Purchase Option Property agreed upon in writing between Landlord and Tenant within thirty (30) days following Tenant’s exercise of the Purchase Option. Landlord and Tenant agree to act in good faith to determine the Purchase Price and that the factors used to determine the Purchase Price of the Purchase Option Property shall include, among other things, the size of the Purchase Option Property, the improvements located thereon and the location of the Purchase Option Property. If, however, Landlord and Tenant have not agreed upon the Purchase Price within such thirty (30) day period, then Tenant may choose to terminate negotiations and rescind its exercise of the purchase option by delivery of written notice to Landlord within five (5) days after the expiration of such thirty (30) day period, and in such event, Tenant’s exercise of the purchase option shall be deemed rescinded without any further action required by Landlord or Tenant. If at the end of the thirty (30) day period described above Tenant and Landlord are unable to mutually agree with respect to the Purchase Price and Tenant has not exercised the right to terminate negotiations as set forth in the preceding sentence, the Fair Market Value will be determined by averaging two (2) current appraisals from licensed real estate appraisers with at least five (5) years experience appraising similar property in the Houston, Texas metropolitan area, one (1) obtained by Landlord and one (1) obtained by Tenant. The parties shall obtain such appraisals within thirty (30) days. If the value determined by one (1) appraiser exceeds the value determined by the other appraiser by more than ten percent (12510%) of the public offering price of lower appraisal, then the two (2) appraisers shall select a Unit. The Representative’s Purchase Optionthird independent, the Representative’s Unitsqualified, the Representative’s Warrants and the shares of Common Stock issuable upon exercise of the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Purchase Option and the underlying securities during the first 180 days after the Effective Datelicensed, and, by its acceptance of the Representative’s Units, the Representative agrees that it will not, sell, transfer, assign, pledge or hypothecate the Representative’s Purchase Option, or any portion thereof, or engage in 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 anyone other than real estate appraiser with at least five (i5) an Underwriter or a 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; and only if any such transferee agrees to the lock-up restrictions set forth in this Section 1.4.1 in writing.years experience appraising similar

Purchase Option. The Company hereby agrees to issue and sell to the Representative (and/or its their designees) on the Closing Effective Date an option (“"Representative’s 's Purchase Option”") for the purchase of an aggregate of 150,000 Units 340,000units (“"Representative’s 's Units”") for an aggregate purchase price of $100. Each Representative Unit shall consist of one share of Common Stock and one warrant (a “Representative’s Warrant”). Each Representative’s Warrant shall entitle its holder to purchase one share of Common Stock for $7.50 during the period commencing on the later of: (i) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year from the Effective Date and ending on the later of the five-year anniversary Representative's Units is identical to the Firm Units except that the Warrants included in the Representative's Units ("Representative's Warrants") have an exercise price of $6.00 (120% of the Effective Date or, if earlier redeemed by exercise price of the Company Warrants included in accordance therewiththe Units sold to the public). The Representative’s 's Purchase Option shall be transferable only to affiliates of the Representative or to another Underwriter. The Representative's Purchase Option shall be exercisable, in whole or in part, commencing on the later of the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or a Business Combination and one year from the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Representative’s 's Unit of $12.507.20, which is equal to one hundred and twenty five percent (125%) 120% of the initial public offering price of a Unit. The Representative’s 's Purchase Option, the Representative’s 's Units, the Representative’s 's Warrants and the shares of Common Stock issuable upon exercise of the Representative’s 's Warrants are hereinafter referred to collectively as the “"Representative’s 's Securities.” " The Public Securities and the Representative’s 's Securities are hereinafter referred to collectively as the “"Securities.” " The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s 's Purchase Option and the underlying securities during the first 180 days after the Effective Dateshall not be sold, andtransferred, by its acceptance of the Representative’s Unitsassigned, the Representative agrees that it will not, sell, transfer, assign, pledge pledged or hypothecate the Representative’s Purchase Optionhypothecated, or any portion thereof, or engage in be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities the Representative's Purchase Option by the holder(s) thereof, for a period of 180 days one year immediately following the Effective Date to anyone other than date the Registration Statement (ias hereinafter defined) an Underwriter or a selected dealer in connection with is declared effective by the Offering, or Commission (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 1.4.1 in writingas hereinafter defined).

Purchase Option. The As additional consideration, the Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Effective Date an option (“Representative’s Purchase Option”) for the purchase of an aggregate of 150,000 250,000 (or 287,500 Units if the Over-allotment Option is exercised in full) Units (the “Representative’s Units”) for an aggregate purchase price of $100100.00. Each Representative Unit shall consist of one share of Common Stock and one warrant (a “The Representative’s Warrant”). Each Units are identical to the Firm Units, except that the Representative’s Warrant shall entitle its holder Units, if the Representative’s Purchase Option is exercised, will be purchased pursuant to purchase one share of Common Stock for $7.50 during the period commencing on the later of: (i) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year exemption from the Effective Date and ending on the later registration requirements of the five-year anniversary Securities Act and will become tradable only after certain conditions are met or the resale of such Representative Units is registered under the Effective Date or, if earlier redeemed by the Company in accordance therewithSecurities Act. The Representative’s Purchase Option shall be exercisable, in whole or in part, commencing on the later first anniversary of the consummation of an Acquisition TransactionEffective Date, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or one year from the Effective Date and expiring on the five-year fifth anniversary of the Effective Date Date, for cash or on a cashless basis, at an initial exercise price per Representative’s Unit of $12.5011.00, which is equal to one hundred and twenty five ten percent (125110%) of the initial public offering price of a Unit. Each Representative Unit consists of one (1) Ordinary Share of the Company, one (1) redeemable Warrant with each warrant entitling the holder thereof to purchase one-half (1/2) of one (1) Ordinary Share at a price of $11.50 per full share, and one (1) Right to acquire one-tenth (1/10) of an Ordinary Share upon the consummation of a Business Combination. The Representative’s Purchase Option, the Representative’s Units, the Ordinary Shares, the Rights included in the Representative’s Units (the “Representative’s Rights”), the Warrants included in the Representative’s Units (the “Representative’s Warrants”) and the shares Ordinary Shares issuable pursuant to the terms of Common Stock issuable upon exercise of the Representative’s Rights and the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Purchase Option and the underlying securities during the first 180 days six (6) months after the Effective Date, and, by its acceptance as set forth in Section 3 of the Representative’s Units, the Representative agrees that it will not, sell, transfer, assign, pledge or hypothecate the Representative’s Purchase Option, or any portion thereof, or engage in 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 anyone other than (i) an Underwriter or a 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; and only if any such transferee agrees to the lock-up restrictions set forth in this Section 1.4.1 in writing.

Purchase Option. The Company hereby agrees to issue and sell to the Representative (and/or its their designees) on the Closing Effective Date an option (“Representative’s Purchase Option”) for the purchase of an aggregate of 150,000 Units 500,000 units (“Representative’s Units”) for an aggregate purchase price of $100. Each Representative Unit shall consist of one share of Common Stock and one warrant (a “the Representative’s Warrant”). Each Units is identical to the Firm Units, except that each of the units underlying the Representative's Purchase Option entitles the holder to purchase the unit at a price of $10.00 and each of the warrants underlying the Representative’s Warrant shall entitle its Purchase Option entitles the holder to purchase one share of our Common Stock for at a price of $7.50 during the period commencing on the later of: 7.50. (i) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year from the Effective Date and ending on the later of the five-year anniversary of the Effective Date or, if earlier redeemed by the Company in accordance therewith“Representative’s Warrants”). The Representative’s Purchase Option shall be exercisable, in whole or in part, commencing on the later of the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, a Business Combination or one year from the Effective Date and expiring on the fivefour-year anniversary of the Effective Date at an initial exercise price per Representative’s Unit of $12.507.50, which is equal to one hundred and twenty twenty-five percent (125%) of the initial public offering price of a Unit. The Representative’s Purchase Option, the Representative’s Units, the Representative’s Warrants and the shares of Common Stock issuable upon exercise of the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Purchase Option and or the underlying securities during the first 180 days year after the Effective Date, and, by its acceptance as set forth in Section 3 of the Representative’s UnitsPurchase Option including, but not limited to, the Representative agrees agreement of Xxxxxx Xxxxxx & Co. that it will not, not sell, transfer, assign, pledge or hypothecate the Representative’s 's Purchase Option, or any portion thereofits underlying securities, or engage in 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 one year following the Effective Date to anyone other than (i) Xxxxxx Xxxxxx & Co. or an Underwriter underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative Xxxxxx Xxxxxx & Co. or of any such Underwriter underwriter or selected dealer; and only if any such transferee agrees to , in accordance with the lock-up restrictions set forth in this Section 1.4.1 in writingNational Association of Securities Dealers, Inc. (“NASD”) Conduct Rule 2710(g)(1).

Purchase Option. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Effective Date an option (“Representative’s Purchase Option”) for the purchase of an aggregate of 150,000 Units ____ units (“Representative’s Units”) for an aggregate purchase price of $100. Each Representative Unit shall consist of one share of Common Stock and one warrant (a “the Representative’s Warrant”). Each Representative’s Warrant shall entitle its holder Units is identical to purchase one share of Common Stock for $7.50 during the period commencing on the later of: (i) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year from the Effective Date and ending on the later of the five-year anniversary of the Effective Date or, if earlier redeemed by the Company in accordance therewithFirm Units. The Representative’s Purchase Option shall be exercisable, in whole or in part, commencing on the later of the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or a Business Combination and one year from the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Representative’s Unit of $12.50, which is equal to one hundred and twenty five percent ___ (125%) ___% of the initial public offering price of a Unit). The Representative’s Purchase Option, the Representative’s Units, the Warrants included in the Representative’s Warrants Units (“Representative’s Warrants”) and the shares of Common Stock Ordinary Shares issuable upon exercise of the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Purchase Option and the underlying securities during the first 180 days after the Effective Datesecurities, and, by its acceptance as set forth in Section 3 of the Representative’s Units, the Representative agrees that it will not, sell, transfer, assign, pledge or hypothecate the Representative’s Purchase Option. Specifically, the Representative’s Securities are subject to a 180-day lock-up pursuant to Rule 2710(g)(1) of the NASD Conduct Rules of the Financial Industry Regulatory Authority (“FINRA”). Additionally, the Representative’s Purchase Option may not be sold, transferred, assigned, pledged or any portion thereof, or engage in any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities hypothecated for a one-year period of 180 days (including the foregoing 180-day period) following the Effective Date except to anyone other than (i) an Underwriter or a any underwriter and selected dealer participating in connection with the Offering, or (ii) a Offering and their bona fide officer officers 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 1.4.1 in writingpartners.

Purchase Option. The Company hereby agrees to issue and sell to the Representative (and/or its their designees) on the Closing Effective Date an option (“Representative’s Purchase Option”) for the purchase of an aggregate of 150,000 Units 500,000 units (“Representative’s Units”) for an aggregate purchase price of $100. Each Representative Unit shall consist of one share of Common Stock and one warrant (a “the Representative’s Warrant”). Each Units is identical to the Firm Units, except that each of the units underlying the Representative's Purchase Option entitles the holder to purchase the unit at a price of $10.00 and each of the warrants underlying the Representative’s Warrant shall entitle its Purchase Option entitles the holder to purchase one share of our Common Stock for at a price of $7.50 during the period commencing on the later of: 7.50. (i) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year from the Effective Date and ending on the later of the five-year anniversary of the Effective Date or, if earlier redeemed by the Company in accordance therewith“Representative’s Warrants”). The Representative’s Purchase Option shall be exercisable, in whole or in part, commencing on the later of the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, a Business Combination or one year from the Effective Date and expiring on the fivefour-year anniversary of the Effective Date at an initial exercise price per Representative’s Unit of $12.5010.00 , which is equal to one hundred and twenty twenty-five percent (125%) of the initial public offering price of a Unit. The Representative’s Purchase Option, the Representative’s Units, the Representative’s Warrants and the shares of Common Stock issuable upon exercise of the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Purchase Option and or the underlying securities during the first 180 days year after the Effective Date, and, by its acceptance as set forth in Section 3 of the Representative’s UnitsPurchase Option including, but not limited to, the Representative agrees agreement of Xxxxxx Xxxxxx & Co. that it will not, not sell, transfer, assign, pledge or hypothecate the Representative’s 's Purchase Option, or any portion thereofits underlying securities, or engage in 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 one year following the Effective Date to anyone other than (i) Xxxxxx Xxxxxx & Co. or an Underwriter underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative Xxxxxx Xxxxxx & Co. or of any such Underwriter underwriter or selected dealer; and only if any such transferee agrees to , in accordance with the lock-up restrictions set forth in this Section 1.4.1 in writingNational Association of Securities Dealers, Inc. (“NASD”) Conduct Rule 2710(g)(1).

Purchase Option. The Company hereby agrees During the period commencing four years after execution of this Sublicense Agreement, and ending eight years after such execution, as set forth on the attached Annex A, PFEL may, at its option, require NSI-APL to issue and sell purchase the entirety of PFEL's interest as a party to the Representative Third Agreement (and/or its designees) on the Closing Date an option (“Representative’s Purchase Option”) for the purchase of an aggregate of 150,000 Units (“Representative’s Units”including any and all rights obtained by assignment or sublicense thereof) for an aggregate purchase price of $100. Each Representative Unit shall consist of one share of Common Stock equal to five times the trailing year's Royalty (the "Purchase Option" and one warrant (a “Representative’s Warrant”the price paid pursuant thereto, the "Purchase Price"). Each Representative’s Warrant The Purchase Price may be payable at the option of NSI-APL in either cash or in NSI common stock, par value $.0001 per share ("Common Stock"). For purposes of this provision, "trailing year" shall entitle its holder to purchase one share mean the most recent twelve (12) month period measured at the end of Common Stock the most recently completed calendar quarter (for $7.50 example, if PFEL exercises the Purchase Option at the end of the second (2nd)calendar quarter during year six of this Sublicense Agreement, the Purchase Price would be five (5) times the amount of Royalties recorded as paid or payable during the twelve (12) month period commencing on immediately preceding the later of: end of the second (2nd) calendar quarter of year six (6)). If the Purchase Price is paid in NSI Common Stock, (i) the value of the NSI Common Stock will be determined based on the average closing price of the Common Stock on the most recent thirty (30) calendar days after immediately prior to the consummation exercise date of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or such Purchase Option; (ii) one year from PFEL shall execute a Subscription Agreement substantially in the Effective Date form set forth in the attached Annex B and ending on (iii) PFEL shall execute a Registration Rights agreement substantially in the later form set forth in the attached Annex C and NSI shall provide registration rights with respect to such NSI Common Stock in accordance with the terms thereunder. The Termination Fee shall not be due or payable if the Purchase Option is exercised by PFEL. Exercise and consummation of the five-year anniversary of the Effective Date or, if earlier redeemed by the Company in accordance therewith. The Representative’s Purchase Option shall be exercisableterminate this Sublicense Agreement. For purposes of clarity, in whole or in part, commencing on the later of the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or one year from the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Representative’s Unit of $12.50, which is equal to one hundred and twenty five percent (125%) of the public offering price of a Unit. The Representative’s Purchase Option, the Representative’s Units, the Representative’s Warrants and the shares of Common Stock issuable upon exercise of the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s this Purchase Option may only be exercised by PFEL and the underlying securities during the first 180 days after the Effective Date, and, not by its acceptance of the Representative’s Units, the Representative agrees that it will not, sell, transfer, assign, pledge NSI or hypothecate the Representative’s Purchase Option, or any portion thereof, or engage in 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 anyone other than (i) an Underwriter or a 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; and only if any such transferee agrees to the lockXXX-up restrictions set forth in this Section 1.4.1 in writingXXX.

Purchase Option. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (“Representative’s Purchase Option”) for the purchase of an aggregate of 150,000 Units (“Representative’s Units”) for an aggregate purchase price of $100. Each Representative Unit shall consist of one share of Common Stock and one warrant (a “Representative’s Warrant”). Each Representative’s Warrant shall entitle its holder to purchase one share of Common Stock for $7.50 during the period commencing on the later of: (i) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year from the Effective Date date of the Prospectus and ending on the later of the five-year anniversary of the Effective Date or, if earlier redeemed by the Company in accordance therewith. The Representative’s Purchase Option shall be exercisable, in whole or in part, commencing on the later of the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or one year from the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Representative’s Unit of $12.50, which is equal to one hundred and twenty five percent (125%) of the public offering price of a Unit. The Representative’s Purchase Option, the Representative’s Units, the Representative’s Warrants and the shares of Common Stock issuable upon exercise of the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Purchase Option and the underlying securities during the first 180 days after the Effective Date, and, by its acceptance of the Representative’s Units, the Representative agrees that it will not, sell, transfer, assign, pledge or hypothecate the Representative’s Purchase Option, or any portion thereof, or engage in 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 anyone other than (i) an Underwriter or a 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; and only if any such transferee agrees to the lock-up restrictions set forth in this Section 1.4.1 in writing.

Purchase Option. The As additional consideration, the Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (“Representative’s Purchase Option”) for the purchase of an aggregate of 150,000 Units 240,000 units (the “Representative’s Units”) for an aggregate purchase price of $100. Each Representative Unit shall consist of one share of Common Stock and one warrant (a “Representative’s Warrant”). Each Representative’s Warrant shall entitle its holder to purchase one share of Common Stock for $7.50 during the period commencing on the later of: (i) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year from the Effective Date and ending on the later of the five-year anniversary of the Effective Date or, if earlier redeemed by the Company in accordance therewith100.00. The Representative’s Purchase Option shall be exercisable, in whole or in part, commencing on the later of (i) the consummation closing of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may beBusiness Combination, or one year (ii) six (6) months from the Effective Date, and expiring on the earlier of five (5) years from the Effective Date and expiring the day immediately prior to the day on which the five-year anniversary Company and all of the Effective Date its successors have been dissolved, for cash or on a cashless basis, at an initial exercise price per Representative’s Unit of $12.5011.50, which is equal to one hundred and twenty five fifteen percent (125115%) of the initial public offering price of a Unit. The Representative’s Purchase Option, the Representative’s Units, the Ordinary Shares, the Rights included in the Representative’s Warrants Units (the “Representative’s Rights”) and the shares Warrants included in the Representative’s Units (the “Representative’s Warrants”) and the Ordinary Shares issuable pursuant to the terms of Common Stock issuable upon exercise of the Representative’s Rights and the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities, the Private Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Purchase Option and the underlying securities during the first 180 days six (6) months after the Effective Date, and, by its acceptance as set forth in Section 3 of the Representative’s Units, the Representative agrees that it will not, sell, transfer, assign, pledge or hypothecate the Representative’s Purchase Option, or any portion thereof, or engage in 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 anyone other than (i) an Underwriter or a 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; and only if any such transferee agrees to the lock-up restrictions set forth in this Section 1.4.1 in writing.

Purchase Option. The Company hereby agrees to issue and sell to the Representative (and/or its their designees) on the Closing Effective Date an option (“Representative’s Purchase Option”) for the to purchase of up to an aggregate of 150,000 Units 225,000 units (“Representative’s Units”) for an aggregate purchase price of $100100.00. Each Representative Unit shall consist of one share of Common Stock and one warrant (a “the Representative’s Warrant”). Each Representative’s Warrant shall entitle its holder Units is identical to purchase one share of Common Stock for $7.50 during the period commencing on the later of: (i) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year from the Effective Date and ending on the later of the five-year anniversary of the Effective Date or, if earlier redeemed by the Company in accordance therewithFirm Units. The Representative’s Purchase Option shall be exercisable, in whole or in part, commencing on the later of the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as a Business Combination and the case may be, or one year from twelve month anniversary of the Effective Date and expiring terminating on the five-five year anniversary of the Effective Date at an initial exercise price per Representative’s Unit of $12.5010.00, which is equal to one hundred and twenty twenty-five percent (125%) of the initial public offering price of a Unit. The Representative’s Purchase Option, the Representative’s Units, the Ordinary Shares (“Representative’s Warrants Shares”) and the shares of Common Stock Warrants (“Representative’s Warrants”) included in the Representative’s Units and the Ordinary Shares issuable upon exercise of the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Purchase Option and the underlying securities during the first 180 days after the Effective Datesecurities, and, by its acceptance as set forth in Section 3 of the Representative’s Units, the Representative agrees that it will not, sell, transfer, assign, pledge or hypothecate the Representative’s Purchase Option. Specifically, or any portion thereof, or engage in any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for Representative’s Securities are subject to a period of 180 days following the Effective Date to anyone other than (i) an Underwriter or a 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; and only if any such transferee agrees to the 180-day lock-up restrictions set forth in this Section 1.4.1 in writing.pursuant to Rule 2710(g)(1) of the NASD Conduct Rules of the Financial Industry Regulatory Authority (“FINRA”). Chardan Capital Markets, LLC ________ __, 2008

Purchase Option. The As additional consideration, the Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Effective Date an option (“Representative’s Purchase Option”) for the purchase of an aggregate of 150,000 250,000 (or 287,500 Units if the Over-allotment Option is exercised in full) Units (the “Representative’s Units”) for an aggregate purchase price of $100100.00. Each Representative Unit shall consist of one share of Common Stock and one warrant (a “The Representative’s Warrant”). Each Units are identical to the Firm Units, except that the Representative’s Warrant shall entitle its holder Units, if Representative’s Purchase Option is exercised, will be purchased pursuant to purchase one share of Common Stock for $7.50 during the period commencing on the later of: (i) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year exemption from the Effective Date and ending on the later registration requirements of the five-year anniversary Securities Act and will become tradable only after certain conditions are met or the resale of such Representative Units is registered under the Effective Date or, if earlier redeemed by the Company in accordance therewithSecurities Act. The Representative’s Purchase Option shall be exercisable, in whole or in part, commencing on the later first anniversary of the consummation of an Acquisition TransactionEffective Date, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or one year from the Effective Date and expiring on the five-year fifth anniversary of the Effective Date Date, for cash or on a cashless basis, at an initial exercise price per Representative’s Unit of $12.5011.00, which is equal to one hundred and twenty five ten percent (125110%) of the initial public offering price of a Unit. Each Representative’s Unit consists of one Ordinary Share of the Company, one redeemable Warrant with each redeemable Warrant entitling the holder thereof to purchase one-half of one Ordinary Share at a price of $11.50 per full share, and one Right to receive one-tenth of an Ordinary Share upon the consummation of a Business Combination. The Representative’s Purchase Option, the Representative’s Units, the Rights included in the Representative’s Warrants Units (the “Representative’s Rights”) and the shares of Common Stock Warrants included in the Representative’s Units (the “Representative’s Warrants”) and the Ordinary Shares included in the Representative’s Units and the Ordinary Shares issuable upon exercise pursuant to the terms of the Representative’s Rights and the Representative’s Warrants (the “Representative’s Shares”) are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Purchase Option and the underlying securities during the first 180 days after the Effective Date, and, by its acceptance as set forth in Section 3 of the Representative’s Units, the Representative agrees that it will not, sell, transfer, assign, pledge or hypothecate the Representative’s Purchase Option, or any portion thereof, or engage in 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 anyone other than (i) an Underwriter or a 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; and only if any such transferee agrees to the lock-up restrictions set forth in this Section 1.4.1 in writing.

Purchase Option. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (“Representative’s Purchase Option”) for the purchase of an aggregate of 150,000 Units (“Representative’s Units”) for an aggregate purchase price THIS CERTIFIES THAT, in consideration of $100. Each Representative 100.00 duly paid by or on behalf of Maxim Partners LLC, as registered owner of this Unit shall consist Purchase Option (the “Holder” and, together with all other holders of one share any portion of Common Stock and one warrant (a this Unit Purchase Option as the context herein requires, the “Representative’s WarrantHolders”). Each Representative’s Warrant shall entitle its holder , to purchase one share of Common Stock for $7.50 I-AM Capital Acquisition Company, a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time during the period commencing (the “Commencement Date”) on the later of: (i) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or a Business Transaction and (ii) one year from twelve months following the Effective Date (defined below), and ending on expiring at or before 5:00 p.m., New York City local time ______, 2022 (the later of the five-year anniversary of the Effective Date or“Expiration Date”), if earlier redeemed by the Company in accordance therewith. The Representative’s Purchase Option shall be exercisablebut not thereafter, to subscribe for, purchase and receive, in whole or in part, commencing on up to Two Hundred Fifty Thousand (250,000) units (the later of the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or one year from the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Representative’s Unit of $12.50, which is equal to one hundred and twenty five percent (125%“Units”) of the public offering price Company. Each Unit consists of a Unit. The Representative’s Purchase Option(i) one share of Common Stock, $.0001 par value (“Common Stock”), (ii) one warrant (the Representative’s Units, the Representative’s Warrants and the shares “Warrant(s)”) to purchase one share of Common Stock issuable and (iii) one right to receive one-tenth (1/10) of one share of Common Stock upon exercise consummation of a Business Transaction (the “Right(s)”) . The Warrants expire five years from the effective date (the “Effective Date”) of the Representative’s Warrants registration statement (the “Registration Statement”) pursuant to which Units are hereinafter referred offered for sale to collectively the public (the “Offering”). Each Warrant and Right is on the same terms and conditions as the warrants and rights underlying the Units being registered for sale to the public by way of the Registration Statement. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option shall expire on the next succeeding day that is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $11.50 per Unit (the “Representative’s Securities.” Exercise Price”). The Public Securities number of Units purchasable hereunder and the Representative’s Securities Exercise Price are hereinafter referred subject to collectively adjustment as the “Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Purchase Option and the underlying securities during the first 180 days after the Effective Date, and, by its acceptance of the Representative’s Units, the Representative agrees that it will not, sell, transfer, assign, pledge or hypothecate the Representative’s provided in this Purchase Option, or any portion thereof, or engage in 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 anyone other than (i) an Underwriter or a 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; and only if any such transferee agrees to the lock-up restrictions set forth in this Section 1.4.1 in writing.

Purchase Option. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Effective Date an option (“Representative’s Purchase Option”) for the purchase of an aggregate of 150,000 Units 200,000 units (“Representative’s Units”) for an aggregate purchase price of $100. Each Representative Unit shall consist of one share of Common Stock Ordinary Share and one warrant (a “Representative’s Representative Warrant”). Each Representative’s Representative Warrant shall entitle its holder to purchase one share of Common Stock Ordinary Share for $7.50 during the period commencing on the later of: (i) thirty days after of the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer a Business Combination or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year from the Effective Date and ending on the later of the five-year anniversary of the Effective Expiration Date or, if earlier redeemed by the Company in accordance therewithCompany, the Redemption Date. The Representative’s Purchase Option in the form attached hereto as Exhibit A shall be exercisable, in whole or in part, commencing on the later of the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, a Business Combination or one year from the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Representative’s Unit of $12.50, which is equal to one hundred and twenty five ten percent (125%) of the initial public offering price of a Unit. The Representative’s Purchase Option, the Representative’s Units, the Representative’s Representative Warrants and the shares of Common Stock Ordinary Shares issuable upon exercise of the Representative’s Representative Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 of the Financial Industry Regulatory Authority, Inc. (“FINRA”) against transferring the Representative’s Purchase Option and the underlying securities Shares during the first 180 days year after the Effective Date, and, Date and by its acceptance of the Representative’s Units, the Representative agrees thereof shall agree that it will not, sell, transfer, assign, pledge or hypothecate the Representative’s Purchase Option, or any portion thereof, or engage in 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 one year following the Effective Date to anyone other than (i) an Underwriter or a 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; and only if any such transferee agrees to the foregoing lock-up restrictions set forth in this Section 1.4.1 in writingrestrictions.

Purchase Option. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (the “Representative’s Purchase Option”) for the purchase of an aggregate of 150,000 Units [●] shares of Common Stock (“Representative’s Units”5% of the Firm Shares) for an aggregate purchase price of $100. Each Representative Unit shall consist of one share of Common Stock and one warrant (a “Representative’s Warrant”). Each Representative’s Warrant shall entitle its holder to purchase one share of Common Stock for $7.50 during the period commencing on the later of: (i) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year from the Effective Date and ending on the later of the five-year anniversary of the Effective Date or, if earlier redeemed by the Company in accordance therewith100.00. The Representative’s Purchase Option Agreement in the form attached hereto as Exhibit A shall be exercisable, in whole or in part, commencing on the later of the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or a date which is one year from the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Representative’s Unit Share of $12.50[●], which is equal to one hundred and twenty five percent (125%) % of the initial public offering price of a Unitthe Firm Shares. The Representative’s Purchase Option, the Representative’s Units, the Representative’s Warrants Option Agreement and the shares of Common Stock issuable upon exercise of the Representative’s Warrants thereof are sometimes hereinafter referred to collectively as the “Representative’s Securities.,” The and the Public Securities and the Representative’s Underwriter Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Purchase Option Agreement and the underlying securities shares of Common Stock during the first 180 days year after the Effective Date, and, Date and by its acceptance of the Representative’s Units, the Representative agrees thereof shall agree that it will not, sell, transfer, assign, pledge or hypothecate the Representative’s Purchase OptionOption Agreement, or any portion potion thereof, or engage in 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 one year following the Effective Date to anyone other than (i) an Underwriter or a 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; and only if any such transferee agrees to the foregoing lock-up restrictions set forth in this Section 1.4.1 in writingrestrictions.

Purchase Option. The As additional consideration, the Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (“Representative’s Purchase Option”) for the purchase of an aggregate of 150,000 Units 300,000 units (the “Representative’s Units”) for an aggregate purchase price of $100. Each Representative Unit shall consist of one share of Common Stock and one warrant (a “Representative’s Warrant”). Each Representative’s Warrant shall entitle its holder to purchase one share of Common Stock for $7.50 during the period commencing on the later of: (i) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year from the Effective Date and ending on the later of the five-year anniversary of the Effective Date or, if earlier redeemed by the Company in accordance therewith100.00. The Representative’s Purchase Option shall be exercisable, in whole or in part, commencing on the later of (i) the consummation closing of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may beBusiness Combination, or one year (ii) six (6) months from the Effective Date, and expiring on the earlier of five (5) years from the Effective Date and expiring the day immediately prior to the day on which the five-year anniversary Company and all of the Effective Date its successors have been dissolved, for cash or on a cashless basis, at an initial exercise price per Representative’s Unit of $12.5011.50, which is equal to one hundred and twenty five fifteen percent (125115%) of the initial public offering price of a Unit. The Representative’s Purchase Option, the Representative’s Units, the Ordinary Shares, the Rights included in the Representative’s Warrants Units (the “Representative’s Rights”) and the shares Warrants included in the Representative’s Units (the “Representative’s Warrants”) and the Ordinary Shares issuable pursuant to the terms of Common Stock issuable upon exercise of the Representative’s Rights and the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Purchase Option and the underlying securities during the first 180 days six (6) months after the Effective Date, and, by its acceptance as set forth in Section 3 of the Representative’s Units, the Representative agrees that it will not, sell, transfer, assign, pledge or hypothecate the Representative’s Purchase Option, or any portion thereof, or engage in 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 anyone other than (i) an Underwriter or a 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; and only if any such transferee agrees to the lock-up restrictions set forth in this Section 1.4.1 in writing.

Purchase Option. The As additional consideration, the Company hereby agrees to issue and sell to the Representative (and/or its their designees) on the Closing Effective Date an option (“Representative’s Purchase Option”) for the purchase of an aggregate of 150,000 Units 250,000 (or 287,500 units if the Over-allotment Option is exercised in full) units (the “Representative’s Units”) for an aggregate purchase price of $100100.00. Each Representative Unit shall consist of one share of Common Stock and one warrant (a “The Representative’s Warrant”). Each Units are identical to the Firm Units, except that the Representative’s Warrant shall entitle its holder Units, if Representative’s Purchase Option is exercised, will be purchased pursuant to purchase one share of Common Stock for $7.50 during the period commencing on the later of: (i) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year exemption from the Effective Date and ending on the later registration requirements of the five-year anniversary Securities Act and will become tradable only after certain conditions are met or the resale of such Representative Units is registered under the Effective Date or, if earlier redeemed by the Company in accordance therewithSecurities Act. The Representative’s Purchase Option shall be exercisable, in whole or in part, commencing on the later first anniversary of the consummation of an Acquisition TransactionEffective Date, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or one year from the Effective Date and expiring on the five-year fifth anniversary of the Effective Date Date, for cash or on a cashless basis, at an initial exercise price per Representative’s Unit of $12.5011.00, which is equal to one hundred and twenty five ten percent (125110%) of the initial public offering price of a Unit. Each Unit consists of one (1) Ordinary Share of the Company, one-half (1/2) of one redeemable Warrant with each whole Warrant entitling the holder thereof to purchase one Ordinary Share at a price of $11.50 per full share, and one Right to acquire one-tenth of an Ordinary Share upon the consummation of a Business Combination. The Representative’s Purchase Option, the Representative’s Units, the Ordinary Shares, the Rights included in the Representative’s Warrants Units (the “Representative’s Rights”) and the shares Warrants included in the Representative’s Units (the “Representative’s Warrants”) and the Ordinary Shares issuable pursuant to the terms of Common Stock issuable upon exercise of the Representative’s Rights and the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Purchase Option and the underlying securities during the first 180 days six (6) months after the Effective Date, and, by its acceptance as set forth in Section 3 of the Representative’s Units, the Representative agrees that it will not, sell, transfer, assign, pledge or hypothecate the Representative’s Purchase Option, or any portion thereof, or engage in 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 anyone other than (i) an Underwriter or a 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; and only if any such transferee agrees to the lock-up restrictions set forth in this Section 1.4.1 in writing.

Purchase Option. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (“Representative’s Purchase Option”) for the purchase of an aggregate of 150,000 Units (“Representative’s Units”) for an aggregate purchase price THIS CERTIFIES THAT, in consideration of $100. Each Representative 100.00 duly paid by or on behalf of Maxim Partners LLC, as registered owner of this Unit shall consist Purchase Option (the “Holder” and, together with all other holders of one share any portion of Common Stock and one warrant (a this Unit Purchase Option as the context herein requires, the “Representative’s WarrantHolders”). Each Representative’s Warrant shall entitle its holder , to purchase one share of Common Stock for $7.50 I-AM Capital Acquisition Company, a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time during the period commencing (the “Commencement Date”) on the later of: (i) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or a Business Transaction and (ii) one year from twelve months following the Effective Date (defined below), and ending on expiring at or before 5:00 p.m., New York City local time ______, 2022 (the later of the five-year anniversary of the Effective Date or“Expiration Date”), if earlier redeemed by the Company in accordance therewith. The Representative’s Purchase Option shall be exercisablebut not thereafter, to subscribe for, purchase and receive, in whole or in part, commencing on up to Two Hundred Fifty Thousand (250,000) units (the later of the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or one year from the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Representative’s Unit of $12.50, which is equal to one hundred and twenty five percent (125%“Units”) of the public offering price Company. Each Unit consists of a Unit. The Representative’s Purchase Option, the Representative’s Units, the Representative’s Warrants and the shares of Common Stock issuable upon exercise of the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Purchase Option and the underlying securities during the first 180 days after the Effective Date, and, by its acceptance of the Representative’s Units, the Representative agrees that it will not, sell, transfer, assign, pledge or hypothecate the Representative’s Purchase Option, or any portion thereof, or engage in 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 anyone other than (i) an Underwriter or a selected dealer in connection with the Offeringone share of Common Stock, or $.0001 par value (“Common Stock”) and (ii) a bona fide officer or partner one warrant (the “Warrant(s)”) to purchase one share of Common Stock. The Warrants expire five years from the effective date (the “Effective Date”) of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees registration statement (the “Registration Statement”) pursuant to which Units are offered for sale to the lock-up restrictions set forth public (the “Offering”). Each Warrant is on the same terms and conditions as the warrants underlying the Units being registered for sale to the public by way of the Registration Statement. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option shall expire on the next succeeding day that is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $11.50 per Unit (the “Exercise Price”). The number of Units purchasable hereunder and the Exercise Price are subject to adjustment as provided in this Section 1.4.1 in writingPurchase Option.

Purchase Option. The Company hereby agrees to issue and sell to the Representative (and/or its their designees) on the Closing Effective Date an option (“Representative’s Purchase Option”) for the purchase of an aggregate of 150,000 Units 700,000 units (the “Representative’s Units”) for an aggregate purchase price of $100100.00. Each Representative Unit shall consist of one share of Common Stock and one warrant (a “the Representative’s Warrant”). Each Units is identical to the Firm Units, except that the Warrants included in the Representative’s Warrant shall entitle its holder Units (“Representatives Warrants”) have an exercise price of $6.25, which is equal to purchase one share of Common Stock for $7.50 during the period commencing on the later of: hundred and twenty-five (i125%) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year from the Effective Date and ending on the later percent of the five-year anniversary exercise price of warrants sold to the Effective Date or, if earlier redeemed by the Company in accordance therewithpublic. The Representative’s Purchase Option shall be exercisable, in whole or in part, commencing on the later of the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, a Business Combination or one year from the Effective Date and expiring on the fivefour-year anniversary of the Effective Date at an initial exercise price per Representative’s Unit of $12.507.50, which is equal to one hundred and twenty five percent (125%) percent of the initial public offering price of a Unit. The Representative’s Purchase Option, the Representative’s Units, the Representative’s Warrants and the shares of Common Stock issuable upon exercise of the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions Except pursuant to FINRA one or more of the exceptions set forth in Rule 5110 against transferring 2710(g)(2) of the Conduct Rules of the National Association of Securities Dealers, the Representative’s Purchase Option and the underlying securities during the first 180 days after the Effective Dateshall not be sold, andtransferred, by its acceptance of the Representative’s Unitsassigned, the Representative agrees that it will not, sell, transfer, assign, pledge pledged or hypothecate the Representative’s Purchase Optionhypothecated, or any portion thereof, or engage in be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities the Representative’s Purchase Option by the holder(s) thereof, for a period of 180 one hundred eighty (180) days immediately following the Effective Date to anyone other than date the Registration Statement (ias hereinafter defined) an Underwriter or a selected dealer in connection with is declared effective by the Offering, or Commission (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 1.4.1 in writingas hereinafter defined).

Purchase Option. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (“Representative’s Purchase Option”) for the purchase of an aggregate of 150,000 100,000 Units (“Representative’s Units”) for an aggregate purchase price of $100. Each Representative Unit shall consist of one share of Common Stock and one warrant (a “Representative’s Warrant”). Each Representative’s Warrant shall entitle its holder to purchase one share of Common Stock for $7.50 during the period commencing on the later of: (i) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust LiquidationLiquidation , as the case may be, or (ii) one year from the Effective Date date of the Prospectus and ending on the later of the five-year anniversary of the Effective Date or, if earlier redeemed by the Company in accordance therewith. The Representative’s Purchase Option shall be exercisable, in whole or in part, commencing on the later of the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust LiquidationLiquidation , as the case may be, or one year from the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Representative’s Unit of $12.50, which is equal to one hundred and twenty five percent (125%) of the public offering price of a Unit. The Representative’s Purchase Option, the Representative’s Units, the Representative’s Warrants and the shares of Common Stock issuable upon exercise of the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Purchase Option and the underlying securities during the first 180 days after the Effective Date, and, by its acceptance of the Representative’s Units, the Representative agrees that it will not, sell, transfer, assign, pledge or hypothecate the Representative’s Purchase Option, or any portion thereof, or engage in 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 anyone other than (i) an Underwriter or a 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; and only if any such transferee agrees to the lock-up restrictions set forth in this Section 1.4.1 in writing.

Purchase Option. The Company hereby agrees to issue and sell to the Representative (and/or its their designees) on the Closing Effective Date an option (“Representative’s Purchase Option”"REPRESENTATIVE'S PURCHASE OPTION") for the purchase of an aggregate of 150,000 Units 500,000 units (“Representative’s Units”the "REPRESENTATIVE'S UNITS") for an aggregate purchase price of $100100.00. Each Representative Unit shall consist of one share of Common Stock and one warrant (a “Representative’s Warrant”). Each Representative’s Warrant shall entitle its holder to purchase one share of Common Stock for $7.50 during the period commencing on the later of: (i) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year from the Effective Date and ending on the later of the fiveRepresentative's Units is identical to the Firm Units, except that the Warrants included in the Representative's Units ("REPRESENTATIVE'S WARRANTS") have an exercise price of $6.25, which is equal to one hundred and twenty-year anniversary five (125%) percent of the Effective Date or, if earlier redeemed by exercise price of warrants sold to the Company in accordance therewithpublic. The Representative’s 's Purchase Option shall be exercisable, in whole or in part, commencing on the later of the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, a Business Combination or one year from the Effective Date and expiring on the fivefifth-year anniversary of the Effective Date at an initial exercise price per Representative’s 's Unit of $12.507.50, which is equal to one hundred and twenty five percent (125%) percent of the initial public offering price of a Unit. The Representative’s 's Purchase Option, the Representative’s 's Units, the Representative’s 's Warrants and the shares of Common Stock issuable upon exercise of the Representative’s 's Warrants are hereinafter referred to collectively as the “Representative’s Securities"REPRESENTATIVE'S SECURITIES.” " The Public Securities and the Representative’s 's Securities are hereinafter referred to collectively as the “Securities"SECURITIES.” The Representative understands and agrees that there are significant restrictions " Except pursuant to FINRA one or more of the exceptions set forth in Rule 5110 against transferring 2710(g)(2) of the Conduct Rules of the National Association of Securities Dealers, the Representative’s 's Purchase Option and the underlying securities during the first 180 days after the Effective Dateshall not be sold, andtransferred, by its acceptance of the Representative’s Unitsassigned, the Representative agrees that it will not, sell, transfer, assign, pledge pledged or hypothecate the Representative’s Purchase Optionhypothecated, or any portion thereof, or engage in be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities the Representative's Purchase Option by the holder(s) thereof, for a period of 180 one hundred eighty (180) days immediately following the Effective Date to anyone other than date the Registration Statement (ias hereinafter defined) an Underwriter or a selected dealer in connection with is declared effective by the Offering, or Commission (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 1.4.1 in writingas hereinafter defined).

Purchase Option. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (“Representative’s Purchase Option”) for the purchase of an aggregate of 150,000 137,500 Units (“Representative’s Units”) for an aggregate purchase price of $100. Each Representative Unit shall consist of one share of Common Stock and one warrant (a “Representative’s Warrant”). Each Representative’s Warrant shall entitle its holder to purchase one share of Common Stock for $7.50 during the period commencing on the later of: (i) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year from the Effective Date date of the Prospectus and ending on the later of the five-year anniversary of the Effective Date or, if earlier redeemed by the Company in accordance therewith. The Representative’s Purchase Option shall be exercisable, in whole or in part, commencing on the later of the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or one year from the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Representative’s Unit of $12.50, which is equal to one hundred and twenty five percent (125%) of the public offering price of a Unit. The Representative’s Purchase Option, the Representative’s Units, the Representative’s Warrants and the shares of Common Stock issuable upon exercise of the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Purchase Option and the underlying securities during the first 180 days after the Effective Date, and, by its acceptance of the Representative’s Units, the Representative agrees that it will not, sell, transfer, assign, pledge or hypothecate the Representative’s Purchase Option, or any portion thereof, or engage in 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 anyone other than (i) an Underwriter or a 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; and only if any such transferee agrees to the lock-up restrictions set forth in this Section 1.4.1 in writing.

Purchase Option. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Effective Date an option (“Representative’s Purchase Option”) for the purchase of an aggregate of 150,000 Units 250,000 units (“Representative’s Units”) for an aggregate purchase price of $100. Each Representative Unit shall consist of one share of Common Stock Ordinary Share and one warrant (a “Representative’s Representative Warrant”). Each Representative’s Representative Warrant shall entitle its holder to purchase one share of Common Stock Ordinary Share for $7.50 during the period commencing on the later of: (i) thirty days after of the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer a Business Combination or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year from the Effective Date and ending on the later of the five-year anniversary of the Effective Expiration Date or, if earlier redeemed by the Company in accordance therewithCompany, the Redemption Date. The Representative’s Purchase Option in the form attached hereto as Exhibit A shall be exercisable, in whole or in part, commencing on the later of the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, a Business Combination or one year from the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Representative’s Unit of $12.50, which is equal to one hundred and twenty five ten percent (125%) of the initial public offering price of a Unit. The Representative’s Purchase Option, the Representative’s Units, the Representative’s Representative Warrants and the shares of Common Stock Ordinary Shares issuable upon exercise of the Representative’s Representative Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 of the Financial Industry Regulatory Authority, Inc. (“FINRA”) against transferring the Representative’s Purchase Option and the underlying securities Shares during the first 180 days year after the Effective Date, and, Date and by its acceptance of the Representative’s Units, the Representative agrees thereof shall agree that it will not, sell, transfer, assign, pledge or hypothecate the Representative’s Purchase Option, or any portion thereof, or engage in 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 one year following the Effective Date to anyone other than (i) an Underwriter or a 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; and only if any such transferee agrees to the foregoing lock-up restrictions set forth in this Section 1.4.1 in writingrestrictions.

Purchase Option. The As additional consideration, the Company hereby agrees to issue and sell to the Representative (and/or its their designees) on the Closing Effective Date an option (“Representative’s Purchase Option”) for the purchase of an aggregate of 150,000 Units 250,000 (or 287,500 units if the Over-allotment Option is exercised in full) units (the “Representative’s Units”) for an aggregate purchase price of $100100.00. Each Representative Unit shall consist of one share of Common Stock and one warrant (a “The Representative’s Warrant”). Each Units are identical to the Firm Units, except that the Representative’s Warrant shall entitle its holder Units, if Representative’s Purchase Option is exercised, will be purchased pursuant to purchase one share of Common Stock for $7.50 during the period commencing on the later of: (i) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year exemption from the Effective Date and ending on the later registration requirements of the five-year anniversary Securities Act and will become tradable only after certain conditions are met or the resale of such Representative Units is registered under the Effective Date or, if earlier redeemed by the Company in accordance therewithSecurities Act. The Representative’s Purchase Option shall be exercisable, in whole or in part, commencing on the later first anniversary of the consummation of an Acquisition TransactionEffective Date, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or one year from the Effective Date and expiring on the five-year fifth anniversary of the Effective Date Date, for cash or on a cashless basis, at an initial exercise price per Representative’s Unit of $12.5012.25, which is equal to one hundred and twenty five two and one-half percent (125122.5%) of the initial public offering price of a Unit. Each Unit consists of one (1) Ordinary Share of the Company, one-half (1/2) of one redeemable Warrant with each whole Warrant entitling the holder thereof to purchase one Ordinary Share at a price of $11.50 per full share, and one Right to acquire one-tenth of an Ordinary Share upon the consummation of a Business Combination. The Representative’s Purchase Option, the Representative’s Units, the Ordinary Shares, the Rights included in the Representative’s Warrants Units (the “Representative’s Rights”) and the shares Warrants included in the Representative’s Units (the “Representative’s Warrants”) and the Ordinary Shares issuable pursuant to the terms of Common Stock issuable upon exercise of the Representative’s Rights and the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Purchase Option and the underlying securities during the first 180 days six (6) months after the Effective Date, and, by its acceptance as set forth in Section 3 of the Representative’s Units, the Representative agrees that it will not, sell, transfer, assign, pledge or hypothecate the Representative’s Purchase Option, or any portion thereof, or engage in 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 anyone other than (i) an Underwriter or a 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; and only if any such transferee agrees to the lock-up restrictions set forth in this Section 1.4.1 in writing.

Purchase Option. The Company hereby agrees to issue and sell to the Representative (and/or its designees) THIS CERTIFIES THAT, in consideration of funds duly paid by or on the Closing Date an option behalf of Lazard Capital Markets LLC (“Representative’s Holder”), as registered owner of this Purchase Option, to Aquasition Corp. (the “Company”), Holder is entitled, at any time or from time to time from the later of (i) for the purchase consummation of an aggregate of 150,000 Units Acquisition Transaction and (ii) ________________ [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT] (the “Representative’s Commencement Date”), and at or before 5:00 p.m., Eastern Time, ___________________ [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT] (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 250,000 units (the “Units”) for an aggregate purchase price of $100. Each Representative the Company, each Unit shall consist consisting of one share of the Company, par value $0.0001 per share (collectively, the “Common Stock Stock”), and one warrant (a collectively, the “Representative’s WarrantWarrants”). Each Representative’s Warrant shall entitle its holder ) to purchase one share of Common Stock expiring five years from the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) pursuant to which Units are offered for $7.50 during sale to the period commencing public (the “Offering”). Each Warrant is on the later of: (i) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, same terms and conditions as the case may be, or (ii) one year from warrants underlying the Effective Date and ending Units being registered for sale to the public by way of the Registration Statement except that the Warrants expire on the later of the five-five year anniversary of the Effective Date orDate, if earlier may be exercised cashlessly and cannot be redeemed by the Company Company. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised on the next succeeding day which is not such a day in accordance therewithwith the terms herein. The Representative’s During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option shall be exercisable, in whole or in part, commencing on the later is initially exercisable at $12.50 per Unit (125% of the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or one year from the Effective Date and expiring on the five-year anniversary price of the Effective Date at an initial Units sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Representative’s Unit of $12.50, which is equal to one hundred and twenty five percent (125%) of the public offering price of a Unit. The Representative’s Purchase Option, the Representative’s Units, the Representative’s Warrants and the number of shares of Common Stock issuable to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise of price or the Representative’s Warrants are hereinafter referred to collectively as adjusted exercise price, depending on the “Representative’s Securitiescontext.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Purchase Option and the underlying securities during the first 180 days after the Effective Date, and, by its acceptance of the Representative’s Units, the Representative agrees that it will not, sell, transfer, assign, pledge or hypothecate the Representative’s Purchase Option, or any portion thereof, or engage in 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 anyone other than (i) an Underwriter or a 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; and only if any such transferee agrees to the lock-up restrictions set forth in this Section 1.4.1 in writing.

Purchase Option. The As additional consideration, the Company hereby agrees to issue and sell to the Representative (and/or its their designees) on the Closing Effective Date an option (“Representative’s Purchase Option”) for the purchase of an aggregate of 150,000 Units 300,000 (or 345,000 units if the Over-allotment Option is exercised in full) units (the “Representative’s Units”) for an aggregate purchase price of $100100.00. Each Representative Unit shall consist of one share of Common Stock and one warrant (a “The Representative’s Warrant”). Each Units are identical to the Firm Units, except that the Representative’s Warrant shall entitle its holder Units, if Representative’s Purchase Option is exercised, will be purchased pursuant to purchase one share of Common Stock for $7.50 during the period commencing on the later of: (i) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year exemption from the Effective Date and ending on the later registration requirements of the five-year anniversary Securities Act and will become tradable only after certain conditions are met or the resale of such Representative Units is registered under the Effective Date or, if earlier redeemed by the Company in accordance therewithSecurities Act. The Representative’s Purchase Option shall be exercisable, in whole or in part, commencing on the later first anniversary of the consummation of an Acquisition TransactionEffective Date, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or one year from the Effective Date and expiring on the five-year fifth anniversary of the Effective Date Date, for cash or on a cashless basis, at an initial exercise price per Representative’s Unit of $12.5012.25, which is equal to one hundred and twenty five two and one-half percent (125122.5%) of the initial public offering price of a Unit. Each Unit consists of one (1) Ordinary Share of the Company, one-half (1/2) of one redeemable Warrant with each whole Warrant entitling the holder thereof to purchase one Ordinary Share at a price of $11.50 per full share, and one Right to acquire one-tenth of an Ordinary Share upon the consummation of a Business Combination. The Representative’s Purchase Option, the Representative’s Units, the Ordinary Shares, the Rights included in the Representative’s Warrants Units (the “Representative’s Rights”) and the shares Warrants included in the Representative’s Units (the “Representative’s Warrants”) and the Ordinary Shares issuable pursuant to the terms of Common Stock issuable upon exercise of the Representative’s Rights and the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Purchase Option and the underlying securities during the first 180 days six (6) months after the Effective Date, and, by its acceptance as set forth in Section 3 of the Representative’s Units, the Representative agrees that it will not, sell, transfer, assign, pledge or hypothecate the Representative’s Purchase Option, or any portion thereof, or engage in 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 anyone other than (i) an Underwriter or a 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; and only if any such transferee agrees to the lock-up restrictions set forth in this Section 1.4.1 in writing.

Purchase Option. The As additional consideration, the Company hereby agrees to issue and sell to the Representative (and/or its their designees) on the Closing Effective Date an option (“Representative’s Purchase Option”) for the purchase of an aggregate of 150,000 Units 360,000 units (the “Representative’s Units”) for an aggregate purchase price of $100. Each Representative 100.00, provided that in the event that the over-allotment option is not exercised in full, a certain amount of Representative's Unit Option shall consist be cancelled so that the number of one share of Common Stock and one warrant (a “Representative’s Warrant”). Each Representative’s Warrant shall entitle its holder to purchase one share of Common Stock for $7.50 during the period commencing on the later of: (i) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year from the Effective Date and ending on the later 's Units equals 10% of the five-year anniversary number of units sold in the Effective Date or, if earlier redeemed by the Company in accordance therewithOffering. The Representative’s Purchase Option shall be exercisable, in whole or in part, commencing on the later of the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer the Business Combination or Post-Acquisition Automatic Trust Liquidation, as the case may be, or one year from six (6) month anniversary date of the Effective Date and expiring on the five-five (5) year anniversary date of the Effective Date Date, for cash or on a cashless basis, at an initial exercise price per Representative’s Unit of $12.5012.00, which is equal to one hundred and twenty five percent (125120%) of the initial public offering price of a Unit. The Representative’s Purchase Option, the Representative’s Units, the Ordinary Shares and the Warrants included in the Representative’s Warrants Units (the “Representative’s Warrants”) and the shares of Common Stock Ordinary Shares issuable upon exercise of the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Purchase Option and the underlying securities during the first 180 days six (6) months after the Effective Date, and, by its acceptance as set forth in Section 3 of the Representative’s Units, the Representative agrees that it will not, sell, transfer, assign, pledge or hypothecate the Representative’s Purchase Option, or any portion thereof, or engage in 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 anyone other than (i) an Underwriter or a 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; and only if any such transferee agrees to the lock-up restrictions set forth in this Section 1.4.1 in writing.

Purchase Option. The Company hereby agrees to issue and sell to the Representative Co-Representatives (and/or its their designees) on the Closing Effective Date an option (“Representative’s Purchase Option”"CO-REPRESENTATIVES' PURCHASE OPTION") for the purchase of an aggregate of 150,000 Units 540,000 units (“Representative’s Units”"CO-REPRESENTATIVES' UNITS") for an aggregate purchase price of $100. Each Representative Unit shall consist of one the Co-Representatives' Units is identical to the Firm Units, except that the warrants contained within the Co-Representatives' Units (the "CO-REPRESENTATIVES' WARRANTS") have an exercise price of $7.50 per share of Common Stock and one warrant (a “Representative’s Warrant”). Each Representative’s Warrant shall entitle its holder to purchase one share of Common Stock for $7.50 during the period commencing on the later of: (i) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year from the Effective Date and ending on the later of the five-year anniversary of the Effective Date or, if earlier redeemed by the Company in accordance therewithStock. The Representative’s Co-Representatives' Purchase Option shall be exercisable, in whole or in part, commencing on the later of the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or a Business Combination and one year from the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Representative’s Co-Representatives' Unit of $12.50, which is equal to one hundred and twenty five percent 10.00 (125%) % of the initial public offering price of a Unit). The Representative’s Co-Representatives' Purchase Option, the Representative’s Co-Representatives' Units, the Representative’s Co-Representatives' Warrants and the shares of Common Stock issuable upon exercise of the Representative’s Co-Representatives' Warrants are hereinafter referred to collectively as the “Representative’s Securities"CO-REPRESENTATIVES' SECURITIES.” " The Public Securities and the Representative’s Co-Representatives' Securities are hereinafter referred to collectively as the “Securities"SECURITIES.” " The Representative understands Co-Representatives understand and agrees agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Co-Representatives' Purchase Option and the underlying securities during the first 180 days year after the Effective Date, and, by its acceptance of the Representative’s Units, the Representative agrees that it will not, sell, transfer, assign, pledge or hypothecate the Representative’s Purchase Option, or any portion thereof, or engage in 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 anyone other than (i) an Underwriter or a 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; and only if any such transferee agrees to the lock-up restrictions as set forth in this Section 1.4.1 in writing3 of the Co-Representatives' Purchase Option.

Purchase Option. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (“Representative’s Purchase Option”) for the purchase of an aggregate of 150,000 Units (“Representative’s Units”) for an aggregate purchase price THIS CERTIFIES THAT, in consideration of $100. Each Representative 100.00 duly paid by or on behalf of Maxim Partners LLC, as registered owner of this Unit shall consist Purchase Option (the “Holder” and, together with all other holders of one share any portion of Common Stock and one warrant (a this Unit Purchase Option as the context herein requires, the “Representative’s WarrantHolders”). Each Representative’s Warrant shall entitle its holder , to purchase one share of Common Stock for $7.50 I-AM Capital Acquisition Company, a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time during the period commencing (the “Commencement Date”) on the later of: (i) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or a Business Transaction and (ii) one year from twelve months following the Effective Date (defined below), and ending on expiring at or before 5:00 p.m., New York City local time August 22, 2022 (the later of the five-year anniversary of the Effective Date or“Expiration Date”), if earlier redeemed by the Company in accordance therewith. The Representative’s Purchase Option shall be exercisablebut not thereafter, to subscribe for, purchase and receive, in whole or in part, commencing on up to Two Hundred Fifty Thousand (250,000) units (the later of the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or one year from the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Representative’s Unit of $12.50, which is equal to one hundred and twenty five percent (125%“Units”) of the public offering price Company. Each Unit consists of a Unit. The Representative’s Purchase Option(i) one share of Common Stock, $.0001 par value (“Common Stock”), (ii) one warrant (the Representative’s Units, the Representative’s Warrants and the shares “Warrant(s)”) to purchase one share of Common Stock issuable and (iii) one right to receive one-tenth (1/10) of one share of Common Stock upon exercise consummation of a Business Transaction (the “Right(s)”) . The Warrants expire five years from the effective date (the “Effective Date”) of the Representative’s Warrants registration statement (the “Registration Statement”) pursuant to which Units are hereinafter referred offered for sale to collectively the public (the “Offering”). Each Warrant and Right is on the same terms and conditions as the warrants and rights underlying the Units being registered for sale to the public by way of the Registration Statement. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option shall expire on the next succeeding day that is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $11.50 per Unit (the “Representative’s Securities.” Exercise Price”). The Public Securities number of Units purchasable hereunder and the Representative’s Securities Exercise Price are hereinafter referred subject to collectively adjustment as the “Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Purchase Option and the underlying securities during the first 180 days after the Effective Date, and, by its acceptance of the Representative’s Units, the Representative agrees that it will not, sell, transfer, assign, pledge or hypothecate the Representative’s provided in this Purchase Option, or any portion thereof, or engage in 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 anyone other than (i) an Underwriter or a 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; and only if any such transferee agrees to the lock-up restrictions set forth in this Section 1.4.1 in writing.

Purchase Option. The As additional consideration, the Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Effective Date an option (“Representative’s Purchase Option”) for the purchase of an aggregate of 150,000 250,000 (or 287,500 Units if the Over-allotment Option is exercised in full) Units (the “Representative’s Units”) for an aggregate purchase price of $100100.00. Each Representative Unit shall consist of one share of Common Stock and one warrant (a “The Representative’s Warrant”). Each Units are identical to the Firm Units, except that the Representative’s Warrant shall entitle its holder Units, if the Representative’s Purchase Option is exercised, will be purchased pursuant to purchase one share of Common Stock for $7.50 during the period commencing on the later of: (i) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year exemption from the Effective Date and ending on the later registration requirements of the five-year anniversary Securities Act and will become tradable only after certain conditions are met or the resale of such Representative Units is registered under the Effective Date or, if earlier redeemed by the Company in accordance therewithSecurities Act. The Representative’s Purchase Option shall be exercisable, in whole or in part, commencing on the later first anniversary of the consummation of an Acquisition TransactionEffective Date, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or one year from the Effective Date and expiring on the five-year fifth anniversary of the Effective Date Date, for cash or on a cashless basis, at an initial exercise price per Representative’s Unit of $12.5011.00, which is equal to one hundred and twenty five ten percent (125110%) of the initial public offering price of a Unit. The Representative’s Purchase Option and the Representative’s Units are deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and are therefore subject to a lock-up for a period of 180 days beginning on the date of commencement of sales of the Offering pursuant to FINRA Rule 5110(e)(1), during which time the Purchase Option, the Representative’s Units and the underlying securities may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities. Each Representative’s Unit consists of one (1) Ordinary Share of the Company, one-half (1/2) of one redeemable Warrant with each whole Warrant entitling the holder thereof to purchase one Ordinary Share at a price of $11.50 per full share, and one (1) Right to acquire one-tenth (1/10) of an Ordinary Share upon the consummation of a Business Combination. The Representative’s Purchase Option, the Representative’s Units, the Ordinary Shares, Warrants (the “Representative’s Warrants Warrants”) and Rights (the “Representative’s Rights”) included in the Representative’s Units and the shares Ordinary Shares issuable pursuant to the terms of Common Stock issuable upon exercise of the Representative’s Rights and the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Purchase Option and the underlying securities during the first 180 days after the Effective Date, and, by its acceptance of the Representative’s Units, the Representative agrees that it will not, sell, transfer, assign, pledge or hypothecate the Representative’s Purchase Option, or any portion thereof, or engage in 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 anyone other than (i) an Underwriter or a 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; and only if any such transferee agrees to the lock-up restrictions set forth in this Section 1.4.1 in writing.”

Purchase Option. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Effective Date an option (“RepresentativeUnderwriter’s Purchase Option”) for the purchase of an aggregate of 150,000 (i) 266,667 units in connection with the sale of the Firm Units and (ii) an additional number of units equal to 8% of the number of Option Units sold upon any exercise of the Over-allotment Option (collectively, “RepresentativeUnderwriter’s Units”) for an aggregate purchase price of $100. Each Representative Unit shall consist of one share the Underwriter’s Units is identical to the Firm Units except that the Warrants included in the Underwriter’s Units (“Underwriter’s Warrants”) have an exercise price of Common Stock and one warrant $6.00 (a “Representative’s Warrant”120% of the exercise price of the Warrants included in the Units sold to the public). Each Representative’s Warrant shall entitle its holder to purchase one share of Common Stock for $7.50 during the period commencing on the later of: (i) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year from the Effective Date and ending on the later of the five-year anniversary of the Effective Date or, if earlier redeemed by the Company in accordance therewith. The RepresentativeUnderwriter’s Purchase Option shall be exercisable, in whole or in part, commencing on the later of the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or a Business Combination and one year from the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per RepresentativeUnderwriter’s Unit of $12.507.20, which is equal to one hundred and twenty five percent (125%) 120% of the initial public offering price of a Unit. The RepresentativeUnderwriter’s Purchase Option, the RepresentativeUnderwriter’s Units, the RepresentativeUnderwriter’s Warrants and the shares of Common Stock issuable upon exercise of the RepresentativeUnderwriter’s Warrants are hereinafter referred to collectively as the “RepresentativeUnderwriter’s Securities.” The Public Securities and the RepresentativeUnderwriter’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions Except pursuant to FINRA one or more of the exceptions set forth in Rule 5110 against transferring 2710(g)(2) of the RepresentativeConduct Rules of the National Association of Securities Dealers, the Underwriter’s Purchase Option and the underlying securities during the first 180 days after the Effective Dateshall not be sold, andtransferred, by its acceptance of the Representative’s Unitsassigned, the Representative agrees that it will not, sell, transfer, assign, pledge pledged or hypothecate the Representative’s Purchase Optionhypothecated, or any portion thereof, or engage in be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities the Underwriter’s Purchase Option by the holder(s) thereof, for a period of 180 days one year immediately following the Effective Date date the Registration Statement (as hereinafter defined) is declared effective by the Commission (as hereinafter defined). Notwithstanding the foregoing, the Underwriter’s Purchase Option shall be transferable to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner affiliates 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 1.4.1 in writingUnderwriter.

Purchase Option. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (“Representative’s Purchase Option”) for the purchase of an aggregate of 150,000 Units (“Representative’s Units”) for an aggregate purchase price THIS CERTIFIES THAT, in consideration of $100. Each Representative 100 duly paid by or on behalf of Maxim Partners LLC, as registered owner of this Unit shall consist Purchase Option (the “Holder” and, together with all other holders of one share any portion of Common Stock and one warrant (a this Unit Purchase Option as the context herein requires, the “Representative’s WarrantHolders”). Each Representative’s Warrant shall entitle its holder , to purchase one share Lucid, Inc., a New York corporation (the “Company”), the Holder is entitled, at any time or from time to time after the closing of Common Stock for $7.50 the Offering (as defined below) and during the period commencing (the “Commencement Date”) on December 27, 2012 (the later of: (i) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year from the Effective Date and ending on the later of the five-year anniversary of the Effective Date or(defined below)), if earlier redeemed by and expiring at or before 5:00 p.m., New York City local time, on December 27, 2016 (the Company in accordance therewith. The Representative’s Purchase Option shall be exercisablefive year anniversary of the Effective Date (defined below)) (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, commencing on up to Twelve Thousand Four Hundred and Ninety Two (12,492) units (the later of the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or one year from the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Representative’s Unit of $12.50, which is equal to one hundred and twenty five percent (125%“Units”) of the public offering price Company. Each Unit consists of a Unit. The Representative’s Purchase Option, the Representative’s Units, the Representative’s Warrants and the shares of Common Stock issuable upon exercise of the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Purchase Option and the underlying securities during the first 180 days after the Effective Date, and, by its acceptance of the Representative’s Units, the Representative agrees that it will not, sell, transfer, assign, pledge or hypothecate the Representative’s Purchase Option, or any portion thereof, or engage in 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 anyone other than (i) an Underwriter or a selected dealer in connection with the Offeringone share of Common Stock, or $0.01 par value (“Common Stock”) and (ii) a bona fide officer or partner one warrant (the “Warrant(s)”) to purchase one share of Common Stock. The Warrants expire five years from the effective date (the “Effective Date”) of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees registration statement (the “Registration Statement”) pursuant to which Units are offered for sale to the lock-up restrictions set forth public (the “Offering”). Each Warrant is on the same terms and conditions as the warrants underlying the Units being registered for sale to the public by way of the Registration Statement, except that the Warrants to be issued hereunder shall also contain a cashless exercise provision and shall not be subject to the redemption provisions. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option shall expire on the next succeeding day that is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $5.04 per Unit (the “Exercise Price”). The number of Units purchasable hereunder and the Exercise Price are subject to adjustment as provided in this Section 1.4.1 in writingPurchase Option.

Purchase Option. The Company hereby agrees to issue and sell to the Representative (and/or its their designees) on the Closing Effective Date an option (“Representative’s Purchase Option”) for the purchase of an aggregate of 150,000 ______ Series A Units and/or _______ Series B Units (“Representative’s Units”) for an aggregate purchase price of $100. Each Representative Unit shall consist of one share of Common Stock and one warrant (a “the Representative’s Warrant”). Each Units is identical to the Firm Units except that the exercise price of the Warrants included in the Representative’s Warrant Units shall entitle its holder to purchase one be $____ per share of Common Stock for $7.50 during and the period commencing Warrants included in the Representative’s Units shall be exercisable by the Representative terminating on the later of: (i) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year from the Effective Date and ending on the later of the five-year anniversary of the Effective Date or, if earlier redeemed by the Company in accordance therewithDate. The Representative’s Purchase Option shall be exercisable, in whole or in part, commencing on the later of the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (i) one year from the Effective Date and (ii) the consummation of a Business Combination and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Representative’s Unit of $12.50, which is equal to one hundred ________ per Series A Unit and twenty five percent (125%) of the public offering price of a $________ per Series B Unit. The Representative’s Purchase Option, the Representative’s Units, the Warrants underlying the Representative’s Warrants Units (the “Representative’s Warrants”) and the shares of Common Stock issuable upon exercise of the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Purchase Option and the underlying securities during the first 180 days year after the Effective Date, and, by its acceptance as set forth in Section 3 of the Representative’s Units, the Representative agrees that it will not, sell, transfer, assign, pledge or hypothecate the Representative’s Purchase Option, or any portion thereof, or engage in 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 anyone other than (i) an Underwriter or a 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; and only if any such transferee agrees to the lock-up restrictions set forth in this Section 1.4.1 in writing.

Purchase Option. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Effective Date an option (“Representative’s Purchase Option”) for the purchase of an aggregate of 150,000 Units 88,000 units (“Representative’s Units”) for an aggregate purchase price of $100. Each Representative Unit shall consist of one share of Common Stock Ordinary Share and one warrant (a “Representative’s Warrant”). Each Representative’s Warrant shall entitle its holder to purchase one share of Common Stock Ordinary Share for $7.50 11.00 during the period commencing on the later of: (i) of thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer a Business Transaction or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year from the Effective Date and ending on the later of the five-year five anniversary of the Effective Date or, if earlier redeemed by the Company in accordance therewithCompany, the Redemption Date. The Representative’s Purchase Option shall be exercisable, in whole or in part, commencing on the later of the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, a Business Transaction or one year from the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Representative’s Unit of $12.50, which is equal to one hundred and twenty five percent (125%) of the public offering price Offering Price of a Unit. The Representative’s Purchase Option, the Representative’s Units, the Representative’s Warrants and the shares of Common Stock Ordinary Shares issuable upon exercise of the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Purchase Option and the underlying securities Shares during the first 180 days after the Effective Date, and, Date and by its acceptance of the Representative’s Units, the Representative Units agrees that it will not, sell, transfer, assign, pledge or hypothecate the Representative’s Purchase Option, or any portion potion thereof, or engage in 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 anyone other than (i) an Underwriter or a 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; and only if any such transferee agrees to the lock-up restrictions set forth in this Section 1.4.1 in writing.

Purchase Option. The As additional consideration, the Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Effective Date an option (“Representative’s Purchase Option”) for the purchase of an aggregate of 150,000 250,000 (or 287,500 Units if the Over-allotment Option is exercised in full) Units (the “Representative’s Units”) for an aggregate purchase price of $100100.00. Each Representative Unit shall consist of one share of Common Stock and one warrant (a “The Representative’s Warrant”). Each Units are identical to the Firm Units, except that the Representative’s Warrant shall entitle its holder Units, if the Representative’s Purchase Option is exercised, will be purchased pursuant to purchase one share of Common Stock for $7.50 during the period commencing on the later of: (i) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year exemption from the Effective Date and ending on the later registration requirements of the five-year anniversary Securities Act and will become tradable only after certain conditions are met or the resale of such Representative Units is registered under the Effective Date or, if earlier redeemed by the Company in accordance therewithSecurities Act. The Representative’s Purchase Option shall be exercisable, in whole or in part, commencing on the later first anniversary of the consummation of an Acquisition TransactionEffective Date, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or one year from the Effective Date and expiring on the five-year fifth anniversary of the Effective Date Date, for cash or on a cashless basis, at an initial exercise price per Representative’s Unit of $12.5011.00, which is equal to one hundred and twenty five ten percent (125110%) of the initial public offering price of a Unit. Each Representative’s Unit consists of one (1) Ordinary Share of the Company, one-half (1/2) of one redeemable Warrant with each whole Warrant entitling the holder thereof to purchase one Ordinary Share at a price of $11.50 per full share, and one (1) Right to acquire one-tenth (1/10) of an Ordinary Share upon the consummation of a Business Combination. The Representative’s Purchase Option, the Representative’s Units, the Ordinary Shares, Warrants (the “Representative’s Warrants Warrants”) and Rights (the “Representative’s Rights”) included in the Representative’s Units and the shares Ordinary Shares issuable pursuant to the terms of Common Stock issuable upon exercise of the Representative’s Rights and the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Purchase Option and the underlying securities during the first 180 days after beginning on the Effective Date, and, by its acceptance date of commencement of sales of the Representative’s UnitsOffering, the Representative agrees that it will not, sell, transfer, assign, pledge or hypothecate as set forth in Section 3 of the Representative’s Purchase Option, or any portion thereof, or engage in 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 anyone other than (i) an Underwriter or a 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; and only if any such transferee agrees to the lock-up restrictions set forth in this Section 1.4.1 in writing.

Purchase Option. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Effective Date an option (“RepresentativeUnderwriter’s Purchase Option”) for the purchase of an aggregate of 150,000 234,375 units in connection with the sale of the Firm Units (“RepresentativeUnderwriter’s Units”) for an aggregate purchase price of $100. Each Representative Unit shall consist of one share the Underwriter’s Units is identical to the Firm Units except that the Warrants included in the Underwriter’s Units (“Underwriter’s Warrants”) have an exercise price of Common Stock and one warrant $6.00 (a “Representative’s Warrant”120% of the exercise price of the Warrants included in the Units sold to the public). Each Representative’s Warrant shall entitle its holder to purchase one share of Common Stock for $7.50 during the period commencing on the later of: (i) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year from the Effective Date and ending on the later of the five-year anniversary of the Effective Date or, if earlier redeemed by the Company in accordance therewith. The RepresentativeUnderwriter’s Purchase Option shall be exercisable, in whole or in part, commencing on the later of the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or a Business Combination and one year from the Effective Date and expiring on the fivefour-year anniversary of the Effective Date at an initial exercise price per RepresentativeUnderwriter’s Unit of $12.509.60, which is equal to one hundred and twenty five percent (125%) 120% of the initial public offering price of a Unit. The RepresentativeUnderwriter’s Purchase Option, the RepresentativeUnderwriter’s Units, the RepresentativeUnderwriter’s Warrants and the shares of Common Stock issuable upon exercise of the RepresentativeUnderwriter’s Warrants are hereinafter referred to collectively as the “RepresentativeUnderwriter’s Securities.” The Public Securities and the RepresentativeUnderwriter’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions Except pursuant to FINRA one or more of the exceptions set forth in Rule 5110 against transferring 2710(g)(2) of the RepresentativeConduct Rules of the Financial Industry Regulatory Authority (“FINRA”), the Underwriter’s Purchase Option and the underlying securities during the first 180 days after the Effective Dateshall not be sold, andtransferred, by its acceptance of the Representative’s Unitsassigned, the Representative agrees that it will not, sell, transfer, assign, pledge pledged or hypothecate the Representative’s Purchase Optionhypothecated, or any portion thereof, or engage in be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities the Underwriter’s Purchase Option by the holder(s) thereof, for a period of 180 days one year immediately following the Effective Date date the Registration Statement (as hereinafter defined) is declared effective by the Commission (as hereinafter defined). Notwithstanding the foregoing, the Underwriter’s Purchase Option shall be transferable to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner affiliates 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 1.4.1 in writingUnderwriter.

Purchase Option. The Company hereby agrees to issue and sell to the Representative (and/or its their designees) on the Closing Effective Date an option (“Representative’s Purchase Option”"REPRESENTATIVE'S PURCHASE OPTION") for the purchase of an aggregate of 150,000 Units 500,000 units (“Representative’s Units”the "REPRESENTATIVE'S UNITS") for an aggregate purchase price of $100100.00. Each Representative Unit shall consist of one share of Common Stock and one warrant (a “Representative’s Warrant”). Each Representative’s Warrant shall entitle its holder to purchase one share of Common Stock for $7.50 during the period commencing on the later of: (i) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year from the Effective Date and ending on the later of the fiveRepresentative's Units is identical to the Firm Units, except that the Warrants included in the Representative's Units ("REPRESENTATIVE'S WARRANTS") have an exercise price of $6.25, which is equal to one hundred and twenty-year anniversary five (125%) percent of the Effective Date or, if earlier redeemed by exercise price of warrants sold to the Company in accordance therewithpublic. The Representative’s 's Purchase Option shall be exercisable, in whole or in part, commencing on the later of the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, a Business Combination or one year from the Effective Date and expiring on the fivefour-year anniversary of the Effective Date at an initial exercise price per Representative’s 's Unit of $12.507.50, which is equal to one hundred and twenty five percent (125%) percent of the initial public offering price of a Unit. The Representative’s 's Purchase Option, the Representative’s 's Units, the Representative’s 's Warrants and the shares of Common Stock issuable upon exercise of the Representative’s 's Warrants are hereinafter referred to collectively as the “Representative’s Securities"REPRESENTATIVE'S SECURITIES.” " The Public Securities and the Representative’s 's Securities are hereinafter referred to collectively as the “Securities"SECURITIES.” The Representative understands and agrees that there are significant restrictions " Except pursuant to FINRA one or more of the exceptions set forth in Rule 5110 against transferring 2710(g)(2) of the Conduct Rules of the National Association of Securities Dealers, the Representative’s 's Purchase Option and the underlying securities during the first 180 days after the Effective Dateshall not be sold, andtransferred, by its acceptance of the Representative’s Unitsassigned, the Representative agrees that it will not, sell, transfer, assign, pledge pledged or hypothecate the Representative’s Purchase Optionhypothecated, or any portion thereof, or engage in be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities the Representative's Purchase Option by the holder(s) thereof, for a period of 180 one hundred eighty (180) days immediately following the Effective Date to anyone other than date the Registration Statement (ias hereinafter defined) an Underwriter or a selected dealer in connection with is declared effective by the Offering, or Commission (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 1.4.1 in writingas hereinafter defined).

Purchase Option. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Effective Date an option (“Representative’s Purchase Option”) for the purchase of an aggregate of 150,000 Units 140,000 units (“Representative’s Units”) for an aggregate purchase price of $100. Each Representative Unit shall consist of one share of Common Stock Ordinary Share and one warrant (a “Representative’s Representative Warrant”). Each Representative’s Representative Warrant shall entitle its holder to purchase one share of Common Stock Ordinary Share for $7.50 10.00 during the period commencing on the later of: (i) of thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer a Business Transaction or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year from the Effective Date and ending on the later of the five-year five anniversary of the Effective Date or, if earlier redeemed by the Company in accordance therewithCompany, the Redemption Date. The Representative’s Purchase Option in the form attached hereto as Exhibit A shall be exercisable, in whole or in part, commencing on the later of the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, a Business Transaction or one year from the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Representative’s Unit of $12.50, which is equal to one hundred and twenty five percent (125%) of the public offering price Offering Price of a Unit. The Representative’s Purchase Option, the Representative’s Units, the Representative’s Representative Warrants and the shares of Common Stock Ordinary Shares issuable upon exercise of the Representative’s Representative Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Purchase Option and the underlying securities Shares during the first 180 days after the Effective Date, and, Date and by its acceptance of the Representative’s Units, the Representative Units agrees that it will not, sell, transfer, assign, pledge or hypothecate the Representative’s Purchase Option, or any portion potion thereof, or engage in 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 anyone other than (i) an Underwriter or a 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; and only if any such transferee agrees to the lock-up restrictions set forth in this Section 1.4.1 in writing.

Purchase Option. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Effective Date an option (“Representative’s Purchase Option”) for the purchase of an aggregate of 150,000 Units units (“Representative’s Units”) for an aggregate purchase price of $100. Each Representative Unit shall consist of one share of Common Stock and one warrant (a “Representative’s Warrant”). Each Representative’s Warrant shall entitle its holder to purchase one share of Common Stock for $7.50 during the period commencing on the later of: (i) of thirty days after the consummation of an a Acquisition Transaction, Transaction or Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust LiquidationOffer, as the case may be, or (ii) one year from the Effective Date and ending on the later of the five-year five anniversary of the Effective Date or, if earlier redeemed by the Company in accordance therewithCompany, the Redemption Date. The Representative’s Purchase Option shall be exercisable, in whole or in part, commencing on the later of the consummation of an a Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, Transaction or one year from the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Representative’s Unit of $12.50, which is equal to one hundred and twenty five percent (125%) of the public offering price Offering Price of a Unit. The Representative’s Purchase Option, the Representative’s Units, the Representative’s Warrants and the shares of Common Stock issuable upon exercise of the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Purchase Option and the underlying securities Shares during the first 180 days after the Effective Date, and, Date and by its acceptance of the Representative’s Units, the Representative Units agrees that it will not, sell, transfer, assign, pledge or hypothecate the Representative’s Purchase Option, or any portion potion thereof, or engage in 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 anyone other than (i) an Underwriter or a 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; and only if any such transferee agrees to the lock-up restrictions set forth in this Section 1.4.1 in writing.

Purchase Option. The Company hereby agrees to issue and sell to the Representative (and/or its their designees) on the Closing Effective Date an option (“Representative’s Purchase Option”) for the purchase of an aggregate of 150,000 25,000 Series A Units and/or 230,000 Series B Units (“Representative’s Units”) for an aggregate purchase price of $100. Each Representative Unit shall consist of one share of Common Stock and one warrant (a “the Representative’s Warrant”). Each Units is identical to the Firm Units except that the exercise price of the Warrants included in the Representative’s Warrant Units shall entitle its holder to purchase one be $5.50 per share of Common Stock for $7.50 during and the period commencing Class Z Warrants included in the Representative’s Units shall be exercisable by the Representative terminating on the later of: (i) thirty days after the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year from the Effective Date and ending on the later of the five-year anniversary of the Effective Date or, if earlier redeemed by the Company in accordance therewithDate. The Representative’s Purchase Option shall be exercisable, in whole or in part, commencing on the later of the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (i) one year from the Effective Date and (ii) the consummation of a Business Combination and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Representative’s Unit of $12.50, which is equal to one hundred 14.025 per Series A Unit and twenty five percent (125%) of the public offering price of a $16.665 per Series B Unit. The Representative’s Purchase Option, the Representative’s Units, the Warrants underlying the Representative’s Warrants Units (the “Representative’s Warrants”) and the shares of Common Stock issuable upon exercise of the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Purchase Option and the underlying securities during the first 180 days year after the Effective Date, and, by its acceptance as set forth in Section 3 of the Representative’s Units, the Representative agrees that it will not, sell, transfer, assign, pledge or hypothecate the Representative’s Purchase Option, or any portion thereof, or engage in 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 anyone other than (i) an Underwriter or a 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; and only if any such transferee agrees to the lock-up restrictions set forth in this Section 1.4.1 in writing.