Common use of Transactions Affecting Disclosure to Finra Clause in Contracts

Transactions Affecting Disclosure to Finra. 2.18.1. To the Company’s knowledge, all information contained in the questionnaires (the “FINRA Questionnaires”) completed by each Company Affiliate (defined below) and provided to the Representative, as such FINRA Questionnaires may have been updated from time to time and confirmed by each of the respondents, is true and correct in all material respects and the Company has not become aware of any information which would cause the information disclosed in the FINRA Questionnaires to become inaccurate and incorrect. 2.18.2. Except as described in the Registration Statement, the Statutory Prospectus and the Prospectus, there are no claims, payments, arrangements, agreements or understandings relating to the payment of a finder’s, consulting or origination fee by the Company or any Company Affiliate with respect to the sale of the Public Securities hereunder or any other arrangements, agreements or understandings of the Company or, to the Company’s knowledge, any Insider that may affect the Underwriters’ compensation, as determined by FINRA. 2.18.3. Except as described herein or in the Registration Statement, the Statutory Prospectus and the Prospectus, the Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s fee, consulting fee or otherwise, in consideration for such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) to any “participating member,” as defined in FINRA Rule 5110, with respect to the Offering (“Participating Member”); or (iii) to any person or entity that has any direct or indirect affiliation or association with any Participating Member, within the one hundred eighty (180)-day period prior to the initial filing date of the Registration Statement with the Commission. 2.18.4. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no executive officer or director of the Company or any direct or indirect beneficial owner of 5% or greater of any class of the Company’s securities, excluding the Representative but including the Insiders and holders of securities to be purchased in the Private Placement (whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) (any such individual or entity, a “Company Affiliate”) is a Participating Member or a person associated or affiliated with a Participating Member. 2.18.5. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no Company Affiliate is an owner of stock or other securities of any Participating Member (other than securities purchased on the open market). 2.18.6. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no Company Affiliate has made a subordinated loan to any Participating Member. 2.18.7. No proceeds from the sale of the Public Securities or Private Securities (excluding underwriting compensation) will be paid to any Participating Member, or any persons associated or affiliated with a Participating Member, except as specifically authorized herein. 2.18.8. Other than the EBC Founder Shares, the Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a Participating Member within the 180-day period prior to the initial filing date of the Registration Statement with the Commission, except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus. 2.18.9. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no person to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date of the Registration Statement with the Commission has any relationship or affiliation or association with any Participating Member. 2.18.10. To the Company’s knowledge, no Participating Member has a conflict of interest (as defined by FINRA rules) with the Company. 2.18.11. Except with respect to the Representative in connection with the Offering, the Company has not entered into any agreement or arrangement (including, without limitation, any consulting agreement or any other type of agreement) during the 180-day period prior to the initial filing date of the Registration Statement with the Commission, which arrangement or agreement provides for the receipt of any item of value and/or the transfer or issuance of any warrants, options, or other securities from the Company to a Participating Member, any person associated with a Participating Member, any potential underwriters in the Offering and/or any related persons.

Transactions Affecting Disclosure to Finra. 2.18.1. To the Company’s knowledge, all information contained in the questionnaires (the “FINRA Questionnaires”) completed by each Company Affiliate (defined below) of the respondents and provided to the Representative, as such FINRA Questionnaires may be have been updated from time to time and confirmed by each of the respondents, is true and correct in all material respects and the Company has not become aware of any information which would cause the information disclosed in the FINRA Questionnaires Questionnaire to become inaccurate and or incorrect. 2.18.2. Except as described in the Registration Statement, the Statutory Preliminary Prospectus and and/or the Prospectus, there are no claims, payments, arrangements, agreements agreements, letters of intent, engagement letters or understandings relating to the payment of a finder’s, consulting or origination fee by the Company or any Company Affiliate the Initial Stockholders with respect to the sale of the Public Securities hereunder or any other arrangements, agreements or understandings of the Company or, to the Company’s knowledge, any Insider the Initial Stockholders that may affect the Underwriters’ compensation, as determined by FINRA. 2.18.3. Except as described herein or in the Registration Statement, the Statutory Prospectus and the Prospectus, the The Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s fee, consulting fee or otherwise, in consideration for of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) to any “participating FINRA member,” as defined in FINRA Rule 5110, with respect to the Offering (“Participating Member”); or (iii) to any person or entity that has any direct or indirect affiliation or association with any Participating MemberFINRA member, within the one hundred eighty twelve (180)-day period 12) months prior to the initial filing date of Effective Date, other than payments to the Registration Statement with the CommissionRepresentative. 2.18.4. To the Company’s knowledgeNo officer, except as set forth in the FINRA Questionnairesdirector, no executive officer or director of the Company or any direct or indirect beneficial owner of 5% or greater of any class of the Company’s securities, excluding the Representative but including the Insiders and holders of securities to be purchased in the Private Placement (whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) (any such individual or entity, a “Company Affiliate”) is a Participating Member or member, a person associated associated, or affiliated with a Participating Membermember of FINRA. 2.18.5. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no No Company Affiliate is an owner of stock or other securities of any Participating Member member of FINRA (other than securities purchased on the open market). 2.18.6. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no No Company Affiliate has made a subordinated loan to any Participating Membermember of FINRA. 2.18.7. No proceeds from the sale of the Public Securities or Private Securities (excluding underwriting compensation) or the Placement Securities will be paid to any Participating MemberFINRA member, or any persons associated or affiliated with a Participating Membermember of FINRA, except as specifically authorized hereinherein and in the Private Placement Agreement. 2.18.8. Other than the EBC Founder Shares, the The Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a Participating Member potential underwriter in the Offering or a related person (as defined by FINRA rules) of such an underwriter within the 180-day period prior to the initial filing date of the Registration Statement with the Commission, except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus. 2.18.9. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no No person to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date of the Registration Statement with the Commission has any relationship or affiliation or association with any Participating Membermember of FINRA. 2.18.10. To No FINRA member intending to participate in the Company’s knowledge, no Participating Member Offering has a conflict of interest (as defined by FINRA rules) with the Company. For this purpose, a “conflict of interest” exists when a member of FINRA and its associated persons, parent or affiliates in the aggregate beneficially own 10% or more of the Company’s outstanding subordinated debt or common equity, or 10% or more of the Company’s preferred equity. “Members participating in the Offering” include managing agents, syndicate group members and all dealers which are members of FINRA. 2.18.11. Except with respect to the Representative in connection with the Offering, the Company has not entered into any agreement or arrangement (including, without limitation, any consulting agreement or any other type of agreement) during the 180-day period prior to the initial filing date of the Registration Statement with the CommissionStatement, which arrangement or agreement provides for the receipt of any item of value and/or the transfer or issuance of any warrants, options, or other securities from the Company to a Participating MemberFINRA member, any person associated with a Participating Membermember (as defined by FINRA rules), any potential underwriters in the Offering and/or and any related persons.

Transactions Affecting Disclosure to Finra. 2.18.1. To the Company’s knowledge, all information contained in the questionnaires (the “FINRA Questionnaires”) completed by each Company Affiliate (defined below) of the Respondents and provided to the Representative, as such FINRA Questionnaires may have been updated from time to time and confirmed by each of the respondentsRespondents, is true and correct in all material respects and the Company has not become aware of any information which would cause the information disclosed in the FINRA Questionnaires to become inaccurate and incorrect. 2.18.2. Except as described in the Registration Statement, the Statutory Prospectus Prospectus, and the Prospectus, there are no claims, payments, arrangements, agreements agreements, or understandings relating to the payment of a finder’s, consulting consulting, or origination fee by the Company or any Company Affiliate Respondent with respect to the sale of the Public Securities hereunder or any other arrangements, agreements agreements, or understandings of the Company or, to the Company’s knowledge, any Insider Respondent that may affect the Underwriters’ compensation, as determined by FINRA. 2.18.3. Except as described herein or in the Registration Statement, the Statutory Prospectus Prospectus, and the Prospectus, the Company has not made any direct or indirect payments (in cash, securities securities, or otherwise) to: (i) any person, as a finder’s fee, consulting fee fee, or otherwise, in consideration for of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) to any “participating FINRA member,” as defined in FINRA Rule 5110, with respect to the Offering (“Participating Member”); or (iii) to any person or entity that has any direct or indirect affiliation or association with any Participating MemberFINRA member, within the one hundred eighty (180)-day 180-day period prior to the initial filing date of the Registration Statement with the Commission. 2.18.4. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no executive officer or director of the Company or any direct or indirect beneficial owner of 5% or greater of any class of the Company’s securities, excluding the Representative but including the Insiders and holders of securities to be purchased in the Private Placement (whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) (any such individual or entity, a “Company Affiliate”) Respondent is a Participating Member member of FINRA or a person associated or affiliated with a Participating Membermember of FINRA. 2.18.5. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no Company Affiliate Respondent is an owner of stock or other securities of any Participating Member member of FINRA (other than securities purchased on in the open market). 2.18.6. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no Company Affiliate Respondent has made a subordinated loan to any Participating Membermember of FINRA. 2.18.7. No proceeds from the sale of the Public Securities or Private Securities Units (excluding underwriting compensation) will be paid to any Participating MemberFINRA member, or any persons associated or affiliated with a Participating Membermember of FINRA, except as specifically authorized herein. 2.18.8. Other than the EBC Founder Representative’s Shares, the Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a Participating Member potential underwriter in the Offering or a related person (as defined by FINRA rules) of such an underwriter within the 180-day period prior to the initial filing date of the Registration Statement with the Commission, except as disclosed in the Registration Statement, the Statutory Prospectus Prospectus, and the Prospectus. 2.18.9. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no person to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date of the Registration Statement with the Commission has any relationship or affiliation or association with any Participating Membermember of FINRA. 2.18.10. To the Company’s knowledge, no Participating Member FINRA member intending to participate in the Offering has a conflict of interest (as defined by FINRA rules) with the Company. 2.18.11. Except with respect to the Representative in connection with the Offering, the Company has not entered into any agreement or arrangement (including, without limitation, any consulting agreement or any other type of agreement) during the 180-day period prior to the initial filing date of the Registration Statement with the Commission, which arrangement or agreement provides for the receipt of any item of value and/or the transfer or issuance of any warrants, options, or other securities from the Company to a Participating MemberFINRA member, any person associated with a Participating Membermember (as defined by FINRA rules), any potential underwriters in the Offering and/or any related persons.

Transactions Affecting Disclosure to Finra. 2.18.1. To the Company’s knowledge, all information contained in the questionnaires (the “FINRA Questionnaires”) completed by each Company Affiliate (defined below) of the Respondents and provided to the Representative, as such FINRA Questionnaires may have been updated from time to time and confirmed by each of the respondentsRespondents, is true and correct in all material respects and the Company has not become aware of any information which would cause the information disclosed in the FINRA Questionnaires to become inaccurate and incorrect. 2.18.2. Except as described in the Registration Statement, the Statutory Prospectus and the Prospectus, there are no claims, payments, arrangements, agreements or understandings relating to the payment of a finder’s, consulting or origination fee by the Company or any Company Affiliate with respect to the sale of the Public Securities hereunder hereunder, the sale of the Private Securities or the Founder Shares (including the Representative’s Shares) or any other arrangements, agreements or understandings of the Company or, to the Company’s knowledge, any Insider that may affect the Underwriters’ compensation, as determined by FINRA. 2.18.3. Except as described herein or in the Registration Statement, the Statutory Prospectus and the Prospectus, the Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s fee, consulting fee or otherwise, in consideration for of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) to any “participating member,” as defined in FINRA Rule 5110, with respect to the Offering (“Participating Member”); or (iii) to any person or entity that has any direct or indirect affiliation or association with any Participating Member, within the one hundred eighty (180)-day 180-day period prior to the initial filing date of the Registration Statement with the Commission. 2.18.4. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no executive officer or director of the Company or any direct or indirect beneficial owner of 510% or greater of any class of the Company’s securities, excluding the Representative but including the Insiders and holders of securities to be purchased in the Private Placement (whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) (any such individual or entity, a “Company Affiliate”) is a Participating Member Member, or a person associated or affiliated with a Participating Member. 2.18.5. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no Company Affiliate is an owner of stock or other securities of any a Participating Member (other than securities purchased on the open market). 2.18.6. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no Company Affiliate has made a subordinated loan to any Participating Member. 2.18.7. No proceeds from the sale of the Public Securities or Private Securities (excluding underwriting compensation) will be paid to any Participating Member, or any persons associated or affiliated with a Participating Member, except as specifically authorized herein. 2.18.8. Other than the EBC Founder Representative’s Shares, the Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a Participating Member within the 180-day period prior to the initial filing date of the Registration Statement with the Commission, except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus. 2.18.9. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no person to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date of the Registration Statement with the Commission has any relationship or affiliation or association with any Participating Member. 2.18.10. To the Company’s knowledge, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus, no Participating Member has a conflict of interest (as defined by FINRA rules) with the Company. 2.18.11. Except with respect to the Representative in connection with the Offering, the Company has not entered into any agreement or arrangement (including, without limitation, any consulting agreement or any other type of agreement) during the 180-day period prior to the initial filing date of the Registration Statement with the Commission, which arrangement or agreement provides for the receipt of any item of value and/or the transfer or issuance of any warrants, options, or other securities from the Company to a Participating Member, any person associated with a Participating Member, any potential underwriters in the Offering and/or any related persons.

Transactions Affecting Disclosure to Finra. 2.18.1. To the Company’s knowledge, all information contained in the questionnaires (the “FINRA Questionnaires”) completed by each Company Affiliate (defined below) of the Respondents and provided to the Representative, as such FINRA Questionnaires may have been updated from time to time and confirmed by each of the respondentsRespondents, is true and correct in all material respects and the Company has not become aware of any information which would cause the information disclosed in the FINRA Questionnaires to become materially inaccurate and incorrect. 2.18.2. Except as described in the Registration Statement, the Statutory Prospectus and the Prospectus, there are no claims, payments, arrangements, agreements or understandings relating to the payment of a finder’s, consulting or origination fee by the Company or any Company Affiliate with respect to the sale of the Public Securities hereunder hereunder, the sale of the Private Securities or the Founder Shares (including the Representative’s Shares) or any other arrangements, agreements or understandings of the Company or, to the Company’s knowledge, any Insider that may affect the Underwriters’ compensation, as determined by FINRA. 2.18.3. Except as described herein or in the Registration Statement, the Statutory Prospectus and the Prospectus, the Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s fee, consulting fee or otherwise, in consideration for of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) to any “participating member,” as defined in FINRA Rule 5110, with respect to the Offering (“Participating Member”); or (iii) to any person or entity that has any direct or indirect affiliation or association with any Participating Member, within the one hundred eighty (180)-day 180-day period prior to the initial confidential filing date of the Registration Statement with the Commission. 2.18.4. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no executive officer or director of the Company or any direct or indirect beneficial owner of 510% or greater of any class of the Company’s securities, excluding the Representative but including the Insiders and holders of securities to be purchased in the Private Placement (whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) (any such individual or entity, a “Company Affiliate”) is a Participating Member Member, or a person associated or affiliated with a Participating Member. 2.18.5. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no Company Affiliate is an owner of stock or other securities of any a Participating Member (other than securities purchased on the open market). 2.18.6. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no Company Affiliate has made a subordinated loan to any Participating Member. 2.18.7. No proceeds from the sale of the Public Securities or Private Securities (excluding underwriting compensation) will be paid to any Participating Member, or any persons associated or affiliated with a Participating Member, except as specifically authorized herein. 2.18.8. Other than the EBC Founder Representative’s Shares, the Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a Participating Member within the 180-day period prior to the initial filing date of the Registration Statement with the Commission, except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus. 2.18.9. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no person to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date of the Registration Statement with the Commission has any relationship or affiliation or association with any Participating Member. 2.18.10. To the Company’s knowledge, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus, no Participating Member has a conflict of interest (as defined by FINRA rules) with the Company. 2.18.11. Except with respect to the Representative in connection with the Offering, the Company has not entered into any agreement or arrangement (including, without limitation, any consulting agreement or any other type of agreement) during the 180-day period prior to the initial filing date of the Registration Statement with the Commission, which arrangement or agreement provides for the receipt of any item of value and/or the transfer or issuance of any warrants, options, or other securities from the Company to a Participating Member, any person associated with a Participating Member, any potential underwriters in the Offering and/or any related persons.

Transactions Affecting Disclosure to Finra. 2.18.1. To the Company’s knowledge, all information contained in the questionnaires (the “FINRA Questionnaires”) completed by each Company Affiliate (defined below) of the Respondents and provided to the Representative, as such FINRA Questionnaires may have been updated from time to time and confirmed by each of the respondentsRespondents, is true and correct in all material respects and the Company has not become aware of any information which would cause the information disclosed in the FINRA Questionnaires to become materially inaccurate and incorrect. 2.18.2. Except as described in the Registration Statement, the Statutory Prospectus and the Prospectus, there are no claims, payments, arrangements, agreements or understandings relating to the payment of a finder’s, consulting or origination fee by the Company or any Company Affiliate (defined below) with respect to the sale of the Public Securities hereunder hereunder, the sale of the Private Securities or the Founder Shares (including the Representative’s Shares) or any other arrangements, agreements or understandings of the Company or, to the Company’s knowledge, any Insider Respondent that may affect the Underwriters’ compensation, as determined by FINRA. 2.18.3. Except as described herein or in the Registration Statement, the Statutory Prospectus and the Prospectus, the Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s fee, consulting fee or otherwise, in consideration for of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) to any “participating member,” as defined in FINRA Rule 5110, with respect to the Offering (“Participating Member”); or (iii) to any person or entity that has any direct or indirect affiliation or association with any Participating Member, within the one hundred eighty (180)-day 180-day period prior to the initial confidential filing date of the Registration Statement with the Commission. 2.18.4. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no executive officer or director of the Company or any direct or indirect beneficial owner of 510% or greater of any class of the Company’s securities, excluding the Representative but including the Insiders Respondents and holders of securities to be purchased in the Private Placement (whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) (any such individual or entity, a “Company Affiliate”) is a Participating Member Member, or a person associated or affiliated with a Participating Member. 2.18.5. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no Company Affiliate is an owner of stock or other securities of any a Participating Member (other than securities purchased on the open market). 2.18.6. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no Company Affiliate has made a subordinated loan to any Participating Member. 2.18.7. No proceeds from the sale of the Public Securities or Private Securities (excluding underwriting compensation) will be paid to any Participating Member, or any persons associated or affiliated with a Participating Member, except as specifically authorized herein. 2.18.8. Other than the EBC Founder Representative’s Shares, the Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a Participating Member within the 180-day period prior to the initial filing date of the Registration Statement with the Commission, except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus. 2.18.9. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no person to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date of the Registration Statement with the Commission has any relationship or affiliation or association with any Participating Member. 2.18.10. To the Company’s knowledge, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus, no Participating Member has a conflict of interest (as defined by FINRA rules) with the Company. 2.18.11. Except with respect to the Representative in connection with the Offering, the Company has not entered into any agreement or arrangement (including, without limitation, any consulting agreement or any other type of agreement) during the 180-day period prior to the initial filing date of the Registration Statement with the Commission, which arrangement or agreement provides for the receipt of any item of value and/or the transfer or issuance of any warrants, options, or other securities from the Company to a Participating Member, any person associated with a Participating Member, any potential underwriters in the Offering and/or any related persons.

Transactions Affecting Disclosure to Finra. 2.18.1. To the Company’s knowledge, all information contained in the questionnaires (the “FINRA Questionnaires”) completed by each Company Affiliate (defined below) and provided to the Representative, as such FINRA Questionnaires may have been updated from time to time and confirmed by each of the respondents, is true and correct in all material respects and the Company has not become aware of any information which would cause the information disclosed in the FINRA Questionnaires to become inaccurate and incorrect. 2.18.2. Except as described in the Registration Statement, the Statutory Prospectus and the Prospectus, there are no claims, payments, arrangements, agreements or understandings relating to the payment of a finder’s, consulting or origination fee by the Company or any Company Affiliate with respect to the sale of the Public Securities hereunder or any other arrangements, agreements or understandings of the Company or, to the Company’s knowledge, any Insider that may affect the Underwriters’ compensation, as determined by FINRA. 2.18.3. Except as described herein or in the Registration Statement, the Statutory Prospectus and the Prospectus, the Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s fee, consulting fee or otherwise, in consideration for such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) to any “participating member,” as defined in FINRA Rule 5110, with respect to the Offering (“Participating Member”); or (iii) to any person or entity that has any direct or indirect affiliation or association with any Participating Member, within the one hundred eighty (180)-day period prior to the initial filing date of the Registration Statement with the Commission. 2.18.4. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no executive officer or director of the Company or any direct or indirect beneficial owner of 5% or greater of any class of the Company’s securities, excluding the Representative but including the Insiders and holders of securities to be purchased in the Private Placement (whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) (any such individual or entity, a “Company Affiliate”) is a Participating Member or a person associated or affiliated with a Participating Member. 2.18.5. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no Company Affiliate is an owner of stock or other securities of any Participating Member (other than securities purchased on the open market). 2.18.6. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no Company Affiliate has made a subordinated loan to any Participating Member. 2.18.7. No proceeds from the sale of the Public Securities or Private Securities Warrants (excluding underwriting compensation) will be paid to any Participating Member, or any persons associated or affiliated with a Participating Member, except as specifically authorized herein. 2.18.8. Other than the EBC Founder Shares, the Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a Participating Member within the 180-day period prior to the initial filing date of the Registration Statement with the Commission, except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus. 2.18.9. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no person to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date of the Registration Statement with the Commission has any relationship or affiliation or association with any Participating Member. 2.18.10. To the Company’s knowledge, no Participating Member has a conflict of interest (as defined by FINRA rules) with the Company. 2.18.11. Except with respect to the Representative in connection with the Offering, the Company has not entered into any agreement or arrangement (including, without limitation, any consulting agreement or any other type of agreement) during the 180-day period prior to the initial filing date of the Registration Statement with the Commission, which arrangement or agreement provides for the receipt of any item of value and/or the transfer or issuance of any warrants, options, or other securities from the Company to a Participating Member, any person associated with a Participating Member, any potential underwriters in the Offering and/or any related persons.

Transactions Affecting Disclosure to Finra. 2.18.1. 2.18.1 To the Company’s knowledge, all information contained in the questionnaires (the “FINRA Questionnaires”) completed by each Company Affiliate (defined belowbelow in Section 2.18.4) and provided to the RepresentativeRepresentatives, as such FINRA Questionnaires may have been updated from time to time and confirmed by each of the respondents, is true and correct in all material respects and the Company has not become aware of any information which would cause the information disclosed in the FINRA Questionnaires to become inaccurate and incorrect. 2.18.2. 2.18.2 Except as described in the Registration Statement, the Statutory Prospectus and the Prospectus, there are no claims, payments, arrangements, agreements or understandings relating to the payment of a finder’s, consulting or origination fee by the Company or any Company Affiliate with respect to the sale of the Public Securities hereunder or any other arrangements, agreements or understandings of the Company or, to the Company’s knowledge, any Insider that may affect the Underwriters’ compensation, as determined by FINRA. 2.18.3. 2.18.3 Except as described herein or in the Registration Statement, the Statutory Prospectus and the Prospectus, the Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s fee, consulting fee or otherwise, in consideration for of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) to any “participating member,” as defined in FINRA Rule 5110, with respect to the Offering offering (“Participating Participataing Member”); or (iii) to any person or entity that has any direct or indirect affiliation or association with any Participating Member, within the one hundred eighty (180)-day 180-day period prior to the initial filing date of the Registration Statement with the Commission. 2.18.4. 2.18.4 To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no executive officer or director of the Company or any direct or indirect beneficial owner of 510% or greater of any class of the Company’s securities, excluding the Representative but including the Insiders and holders of securities to be purchased in the Private Placement (whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) (any such individual or entity, a “Company Affiliate”) is a Participating Member Member, or a person associated or affiliated with a Participating Member. 2.18.5. To the Company’s knowledge, except 2.18.5 Except as set forth in the FINRA Questionnaires, no Company Affiliate is an owner of stock or other securities of any a Participating Member (other than securities purchased on the open market). 2.18.6. 2.18.6 To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no Company Affiliate has made a subordinated loan to any Participating Member. 2.18.7. 2.18.7 No proceeds from the sale of the Public Securities or Private Securities Warrants (excluding underwriting compensation) will be paid to any Participating Member, or any persons associated or affiliated with a Participating Member, except as specifically authorized herein. 2.18.8. Other than the EBC Founder Shares, the 2.18.8 The Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a Participating Member within the 180-day period prior to the initial filing date of the Registration Statement with the Commission, except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus. 2.18.9. 2.18.9 To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no person to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date of the Registration Statement with the Commission has any relationship or affiliation or association with any Participating Member. 2.18.10. 2.18.10 To the Company’s knowledge, no Participating Member has a conflict of interest (as defined by FINRA rules) with the Company. 2.18.11. 2.18.11 Except with respect to the Representative Representatives in connection with the Offering, the Company has not entered into any agreement or arrangement (including, without limitation, any consulting agreement or any other type of agreement) during the 180-day period prior to the initial filing date of the Registration Statement with the Commission, which arrangement or agreement provides for the receipt of any item of value and/or the transfer or issuance of any warrants, options, or other securities from the Company to a Participating Member, any person associated with a Participating Member, any potential underwriters in the Offering and/or any related persons.

Transactions Affecting Disclosure to Finra. 2.18.1. To the Company’s knowledge, all information contained in the questionnaires (the “FINRA Questionnaires”) completed by each Company Affiliate (defined below) of the Respondents and provided to the Representative, as such FINRA Questionnaires may have been updated from time to time and confirmed by each of the respondentsRespondents, is true and correct in all material respects and the Company has not become aware of any information which would cause the information disclosed in the FINRA Questionnaires to become materially inaccurate and incorrect. 2.18.2. Except as described in the Registration Statement, the Statutory Prospectus and the Prospectus, there are no claims, payments, arrangements, agreements or understandings relating to the payment of a finder’s, consulting or origination fee by the Company or any Company Affiliate (as defined below) with respect to the sale of the Public Securities hereunder hereunder, the sale of the Private Securities or the Founder Shares, the issuance of the Representative’s Shares or any other arrangements, agreements or understandings of the Company or, to the Company’s knowledge, any Insider that may affect the Underwriters’ compensation, as determined by FINRA. 2.18.3. Except as described herein or in the Registration Statement, the Statutory Prospectus and the Prospectus, and except for reimbursement of out-of-pocket expenses, the Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s fee, consulting fee or otherwise, in consideration for of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) to any “participating member,” as defined in FINRA Rule 5110, with respect to the Offering (“Participating Member”); or (iii) to any person or entity that has any direct or indirect affiliation or association with any Participating Member, within the one hundred eighty (180)-day 180-day period prior to the initial filing date of the Registration Statement with the Commission. 2.18.4. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no executive officer or director of the Company or any direct or indirect beneficial owner of 5% or greater of any class of the Company’s securities, excluding the Representative but including the Insiders and holders of securities to be purchased in the Private Placement (whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) (any such individual or entity, a “Company Affiliate”) is a Participating Member Member, or a person associated or affiliated with a Participating Member. 2.18.5. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no Company Affiliate is an owner of stock or other securities of any a Participating Member (other than securities purchased on the open market). 2.18.6. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no Company Affiliate has made a subordinated loan to any Participating Member. 2.18.7. No proceeds from the sale of the Public Securities or Private Securities (excluding underwriting compensation) will be paid to any Participating Member, or any persons associated or affiliated with a Participating Member, except as specifically authorized herein. 2.18.8. Other than the EBC Founder Representative’s Shares, the Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a Participating Member within the 180-day period prior to the initial filing date of the Registration Statement with the Commission, except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus. 2.18.9. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no person to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date of the Registration Statement with the Commission has any relationship or affiliation or association with any Participating Member. 2.18.10. To the Company’s knowledge, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus, no Participating Member has a conflict of interest (as defined by FINRA rules) with the Company. 2.18.11. Except with respect to the Representative in connection with the Offering, the Company has not entered into any agreement or arrangement (including, without limitation, any consulting agreement or any other type of agreement) during the 180-day period prior to the initial filing date of the Registration Statement with the CommissionCommission that is currently in effect, which arrangement or agreement provides for the receipt of any item of value and/or the transfer or issuance of any warrants, options, or other securities from the Company to a Participating Member, any person associated with a Participating Member, any potential underwriters in the Offering and/or any related persons.

Transactions Affecting Disclosure to Finra. 2.18.1. To the Company’s knowledge, all information contained in the questionnaires (the “FINRA Questionnaires”) completed by each Company Affiliate (defined below) of the Respondents and provided to the Representative, as such FINRA Questionnaires may have been updated from time to time and confirmed by each of the respondentsRespondents, is true and correct in all material respects and the Company has not become aware of any information which would cause the information disclosed in the FINRA Questionnaires to become inaccurate and incorrect. 2.18.2. Except as described in the Registration Statement, the Statutory Prospectus Prospectus, and the Prospectus, there are no claims, payments, arrangements, agreements agreements, or understandings relating to the payment of a finder’s, consulting consulting, or origination fee by the Company or any Company Affiliate Respondent with respect to the sale of the Public Securities hereunder or any other arrangements, agreements agreements, or understandings of the Company or, to the Company’s knowledge, any Insider Respondent that may affect the Underwriters’ compensation, as determined by FINRA. 2.18.3. Except as described herein or in the Registration Statement, the Statutory Prospectus Prospectus, and the Prospectus, the Company has not made any direct or indirect payments (in cash, securities securities, or otherwise) to: (i) any person, as a finder’s fee, consulting fee fee, or otherwise, in consideration for of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) to any “participating FINRA member,” as defined in FINRA Rule 5110, with respect to the Offering (“Participating Member”); or (iii) to any person or entity that has any direct or indirect affiliation or association with any Participating MemberFINRA member, within the one hundred eighty (180)-day 180-day period prior to the initial filing date of the Registration Statement with the Commission. 2.18.4. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no executive officer or director of the Company or any direct or indirect beneficial owner of 5% or greater of any class of the Company’s securities, excluding the Representative but including the Insiders and holders of securities to be purchased in the Private Placement (whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) (any such individual or entity, a “Company Affiliate”) Respondent is a Participating Member member of FINRA or a person associated or affiliated with a Participating Membermember of FINRA. 2.18.5. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no Company Affiliate Respondent is an owner of stock or other securities of any Participating Member member of FINRA (other than securities purchased on in the open market). 2.18.6. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no Company Affiliate Respondent has made a subordinated loan to any Participating Membermember of FINRA. 2.18.7. No proceeds from the sale of the Public Securities Securities, Representative’s Shares or Private Securities Units (excluding underwriting compensation) will be paid to any Participating MemberFINRA member, or any persons associated or affiliated with a Participating Membermember of FINRA, except as specifically authorized herein. 2.18.8. Other than the EBC Founder Shares, the The Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a Participating Member potential underwriter in the Offering or a related person (as defined by FINRA rules) of such an underwriter within the 180-day period prior to the initial filing date of the Registration Statement with the Commission, except as disclosed in the Registration Statement, the Statutory Prospectus Prospectus, and the Prospectus. 2.18.9. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no person to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date of the Registration Statement with the Commission has any relationship or affiliation or association with any Participating Membermember of FINRA. 2.18.10. To the Company’s knowledge, no Participating Member FINRA member intending to participate in the Offering has a conflict of interest (as defined by FINRA rules) with the Company. 2.18.11. Except with respect to the Representative in connection with the Offering, the Company has not entered into any agreement or arrangement (including, without limitation, any consulting agreement or any other type of agreement) during the 180-day period prior to the initial filing date of the Registration Statement with the Commission, which arrangement or agreement provides for the receipt of any item of value and/or the transfer or issuance of any warrants, options, or other securities from the Company to a Participating MemberFINRA member, any person associated with a Participating Membermember (as defined by FINRA rules), any potential underwriters in the Offering and/or any related persons.

Transactions Affecting Disclosure to Finra. 2.18.1. 2.18.1 To the Company’s knowledge, all information contained in the questionnaires (the “FINRA Questionnaires”) completed by each Company Affiliate (defined belowbelow in Section 2.18.4) and provided to the Representative, as such FINRA Questionnaires may have been updated from time to time and confirmed by each of the respondents, is true and correct in all material respects and the Company has not become aware of any information which would cause the information disclosed in the FINRA Questionnaires to become inaccurate and incorrect. 2.18.2. 2.18.2 Except as described in the Registration Statement, the Statutory Prospectus and the Prospectus, there are no claims, payments, arrangements, agreements or understandings relating to the payment of a finder’s, consulting or origination fee by the Company or any Company Affiliate with respect to the sale of the Public Securities hereunder or any other arrangements, agreements or understandings of the Company or, to the Company’s knowledge, any Insider that may affect the Underwriters’ compensation, as determined by FINRA. 2.18.3. 2.18.3 Except as described herein or in the Registration Statement, the Statutory Prospectus and the Prospectus, the Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s fee, consulting fee or otherwise, in consideration for of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) to any “participating member,” as defined in FINRA Rule 5110, with respect to the Offering (“Participating Member”)offering; or (iii) to any person or entity that has any direct or indirect affiliation or association with any Participating Member, within the one hundred eighty (180)-day 180-day period prior to the initial filing date of the Registration Statement with the Commission. 2.18.4. 2.18.4 To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no executive officer or director of the Company or any direct or indirect beneficial owner of 510% or greater of any class of the Company’s securities, excluding the Representative but including the Insiders and holders of securities to be purchased in the Private Placement (whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) (any such individual or entity, a “Company Affiliate”) is a Participating Member Member, or a person associated or affiliated with a Participating Member. 2.18.5. To the Company’s knowledge, except 2.18.5 Except as set forth in the FINRA Questionnaires, no Company Affiliate is an owner of stock or other securities of any a Participating Member (other than securities purchased on the open market). 2.18.6. 2.18.6 To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no Company Affiliate has made a subordinated loan to any Participating Member. 2.18.7. 2.18.7 No proceeds from the sale of the Public Securities or Private Securities Units (excluding underwriting compensation) will be paid to any Participating Member, or any persons associated or affiliated with a Participating Member, except as specifically authorized herein. 2.18.8. Other than the EBC Founder Shares, the 2.18.8 The Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a Participating Member within the 180-day period prior to the initial filing date of the Registration Statement with the Commission, except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus. 2.18.9. 2.18.9 To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no person to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date of the Registration Statement with the Commission has any relationship or affiliation or association with any Participating Member. 2.18.10. 2.18.10 To the Company’s knowledge, no Participating Member has a conflict of interest (as defined by FINRA rules) with the Company. 2.18.11. 2.18.11 Except with respect to the Representative and as described in connection with the OfferingRegistration Statement, the Statutory Prospectus and the Prospectus, the Company has not entered into any agreement or arrangement (including, without limitation, any consulting agreement or any other type of agreement) during the 180-day period prior to the initial filing date of the Registration Statement with the Commission, which arrangement or agreement provides for the receipt of any item of value and/or the transfer or issuance of any warrants, options, or other securities from the Company to a Participating Member, any person associated with a Participating Member, any potential underwriters in the Offering and/or any related persons.

Transactions Affecting Disclosure to Finra. 2.18.1. 2.18.1 To the Company’s knowledge, all information contained in the questionnaires (the “FINRA Questionnaires”) completed by each Company Affiliate (defined belowbelow in Section 2.18.4) and provided to the Representative, as such FINRA Questionnaires may have been updated from time to time and confirmed by each of the respondents, is true and correct in all material respects and the Company has not become aware of any information which would cause the information disclosed in the FINRA Questionnaires to become inaccurate and incorrect. 2.18.2. 2.18.2 Except as described in the Registration Statement, the Statutory Prospectus and the Prospectus, there are no claims, payments, arrangements, agreements or understandings relating to the payment of a finder’s, consulting or origination fee by the Company or any Company Affiliate with respect to the sale of the Public Securities hereunder or any other arrangements, agreements or understandings of the Company or, to the Company’s knowledge, any Insider that may affect the Underwriters’ compensation, as determined by FINRA. 2.18.3. 2.18.3 Except as described herein or in the Registration Statement, the Statutory Prospectus and the Prospectus, the Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s fee, consulting fee or otherwise, in consideration for of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) to any “participating member,” as defined in FINRA Rule 5110, with respect to the Offering offering (“Participating Member”); or (iii) to any person or entity that has any direct or indirect affiliation or association with any Participating Member, within the one hundred eighty (180)-day 180-day period prior to the initial filing date of the Registration Statement with the Commission. 2.18.4. 2.18.4 To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no executive officer or director of the Company or any direct or indirect beneficial owner of 510% or greater of any class of the Company’s securities, excluding the Representative but including the Insiders and holders of securities to be purchased in the Private Placement (whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) (any such individual or entity, a “Company Affiliate”) is a Participating Member Member, or a person associated or affiliated with a Participating Member. 2.18.5. To the Company’s knowledge, except 2.18.5 Except as set forth in the FINRA Questionnaires, no Company Affiliate is an owner of stock or other securities of any a Participating Member (other than securities purchased on the open market). 2.18.6. 2.18.6 To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no Company Affiliate has made a subordinated loan to any Participating Member. 2.18.7. 2.18.7 No proceeds from the sale of the Public Securities or Private Securities Units (excluding underwriting compensation) will be paid to any Participating Member, or any persons associated or affiliated with a Participating Member, except as specifically authorized herein. 2.18.8. Other than the EBC Founder Shares, the 2.18.8 The Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a Participating Member within the 180-day period prior to the initial filing date of the Registration Statement with the Commission, except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus. 2.18.9. 2.18.9 To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no person to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date of the Registration Statement with the Commission has any relationship or affiliation or association with any Participating Member. 2.18.10. 2.18.10 To the Company’s knowledge, no Participating Member has a conflict of interest (as defined by FINRA rules) with the Company. 2.18.11. 2.18.11 Except with respect to the Representative in connection with the Offering, the Company has not entered into any agreement or arrangement (including, without limitation, any consulting agreement or any other type of agreement) during the 180-day period prior to the initial filing date of the Registration Statement with the Commission, which arrangement or agreement provides for the receipt of any item of value and/or the transfer or issuance of any warrants, options, or other securities from the Company to a Participating Member, any person associated with a Participating Member, any potential underwriters in the Offering and/or any related persons.

Transactions Affecting Disclosure to Finra. 2.18.1. To the Company’s knowledge, all information contained in the questionnaires (the “FINRA Questionnaires”) completed by each Company Affiliate (defined below) of the Respondents and provided to the Representative, as such FINRA Questionnaires may have been updated from time to time and confirmed by each of the respondentsRespondents, is true and correct in all material respects and the Company has not become aware of any information which would cause the information disclosed in the FINRA Questionnaires to become inaccurate and incorrect. 2.18.2. Except as described in the Registration Statement, the Statutory Prospectus Prospectus, and the Prospectus, there are no claims, payments, arrangements, agreements agreements, or understandings relating to the payment of a finder’s, consulting consulting, or origination fee by the Company or any Company Affiliate Respondent with respect to the sale of the Public Securities hereunder or any other arrangements, agreements agreements, or understandings of the Company or, to the Company’s knowledge, any Insider Respondent that may affect the Underwriters’ compensation, as determined by FINRA. 2.18.3. Except as described herein or in the Registration Statement, the Statutory Prospectus Prospectus, and the Prospectus, the Company has not made any direct or indirect payments (in cash, securities securities, or otherwise) to: (i) any person, as a finder’s fee, consulting fee fee, or otherwise, in consideration for of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) to any “participating FINRA member,” as defined in FINRA Rule 5110, with respect to the Offering (“Participating Member”); or (iii) to any person or entity that has any direct or indirect affiliation or association with any Participating MemberFINRA member, within the one hundred eighty (180)-day 180-day period prior to the initial filing date of the Registration Statement with the Commission. 2.18.4. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no executive officer or director of the Company or any direct or indirect beneficial owner of 5% or greater of any class of the Company’s securities, excluding the Representative but including the Insiders and holders of securities to be purchased in the Private Placement (whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) (any such individual or entity, a “Company Affiliate”) Respondent is a Participating Member member of FINRA or a person associated or affiliated with a Participating Membermember of FINRA. 2.18.5. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no Company Affiliate Respondent is an owner of stock or other securities of any Participating Member member of FINRA (other than securities purchased on in the open market). 2.18.6. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no Company Affiliate Respondent has made a subordinated loan to any Participating Membermember of FINRA. 2.18.7. No proceeds from the sale of the Public Securities or Private Securities Placement Warrants (excluding underwriting compensation) will be paid to any Participating MemberFINRA member, or any persons associated or affiliated with a Participating Membermember of FINRA, except as specifically authorized herein. 2.18.8. Other than the EBC Founder Shares, the The Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a Participating Member potential underwriter in the Offering or a related person (as defined by FINRA rules) of such an underwriter within the 180-day period prior to the initial filing date of the Registration Statement with the Commission, except as disclosed in the Registration Statement, the Statutory Prospectus Prospectus, and the Prospectus. 2.18.9. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no person to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date of the Registration Statement with the Commission has any relationship or affiliation or association with any Participating Membermember of FINRA. 2.18.10. To the Company’s knowledge, no Participating Member FINRA member intending to participate in the Offering has a conflict of interest (as defined by FINRA rules) with the Company. 2.18.11. Except with respect to the Representative in connection with the Offering, the Company has not entered into any agreement or arrangement (including, without limitation, any consulting agreement or any other type of agreement) during the 180-day period prior to the initial filing date of the Registration Statement with the Commission, which arrangement or agreement provides for the receipt of any item of value and/or the transfer or issuance of any warrants, options, or other securities from the Company to a Participating MemberFINRA member, any person associated with a Participating Membermember (as defined by FINRA rules), any potential underwriters in the Offering and/or any related persons.

Transactions Affecting Disclosure to Finra. 2.18.1. To the Company’s knowledge, all information contained in the questionnaires (the “FINRA Questionnaires”) completed by each Company Affiliate (defined belowbelow in Section 2.18.4) and provided to the RepresentativeRepresentatives, as such FINRA Questionnaires may have been updated from time to time and confirmed by each of the respondents, is true and correct in all material respects and the Company has not become aware of any information which would cause the information disclosed in the FINRA Questionnaires to become inaccurate and incorrect. 2.18.2. Except as described in the Registration Statement, the Statutory Prospectus and the Prospectus, there are no claims, payments, arrangements, agreements or understandings relating to the payment of a finder’s, consulting or origination fee by the Company or any Company Affiliate with respect to the sale of the Public Securities hereunder or any other arrangements, agreements or understandings of the Company or, to the Company’s knowledge, any Insider that may affect the Underwriters’ compensation, as determined by FINRA. 2.18.3. Except as described herein or in the Registration Statement, the Statutory Prospectus and the Prospectus, the Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s fee, consulting fee or otherwise, in consideration for such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) to any “participating member,” as defined in FINRA Rule 5110, with respect to the Offering (“Participating Member”); or (iii) to any person or entity that has any direct or indirect affiliation or association with any Participating Member, within the one hundred eighty (180)-day period prior to the initial filing date of the Registration Statement with the Commission. 2.18.4. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no executive officer or director of the Company or any direct or indirect beneficial owner of 510% or greater of any class of the Company’s securities, excluding the Representative but including the Insiders and holders of securities to be purchased in the Private Placement (whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) (any such individual or entity, a “Company Affiliate”) is a Participating Member Member, or a person associated or affiliated with a Participating Member. 2.18.5. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no Company Affiliate is an owner of stock or other securities of any a Participating Member (other than securities purchased on the open market). 2.18.6. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no Company Affiliate has made a subordinated loan to any Participating Member. 2.18.7. No proceeds from the sale of the Public Securities or Private Securities Warrants (excluding underwriting compensation) will be paid to any Participating Member, or any persons associated or affiliated with a Participating Member, except as specifically authorized herein. 2.18.8. Other than the EBC Founder Shares, the The Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a Participating Member within the 180-day one hundred eighty (180)-day period prior to the initial filing date of the Registration Statement with the Commission, except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus. 2.18.9. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no person to whom securities of the Company have been privately issued within the 180-day one hundred eighty (180)-day period prior to the initial filing date of the Registration Statement with the Commission has any relationship or affiliation or association with any Participating Member. 2.18.10. To the Company’s knowledge, no Participating Member has a conflict of interest (as defined by FINRA rules) with the Company. 2.18.11. Except with respect to the Representative Representatives in connection with the Offering, the Company has not entered into any agreement or arrangement (including, without limitation, any consulting agreement or any other type of agreement) during the 180-day one hundred eighty (180)-day period prior to the initial filing date of the Registration Statement with the Commission, which arrangement or agreement provides for the receipt of any item of value and/or the transfer or issuance of any warrants, options, or other securities from the Company to a Participating Member, any person associated with a Participating Member, any potential underwriters in the Offering and/or any related persons.

Transactions Affecting Disclosure to Finra. 2.18.1. To the Company’s knowledge, all information contained in the questionnaires (the “FINRA Questionnaires”) completed by each Company Affiliate (defined below) of the Respondents and provided to the Representative, as such FINRA Questionnaires may have been updated from time to time and confirmed by each of the respondentsRespondents, is true and correct in all material respects and the Company has not become aware of any information which would cause the information disclosed in the FINRA Questionnaires to become inaccurate and incorrect. 2.18.2. Except as described in the Registration Statement, the Statutory Prospectus Prospectus, and the Prospectus, there are no claims, payments, arrangements, agreements agreements, or understandings relating to the payment of a finder’s, consulting consulting, or origination fee by the Company or any Company Affiliate Respondent with respect to the sale of the Public Securities hereunder or any other arrangements, agreements agreements, or understandings of the Company or, to the Company’s knowledge, any Insider Respondent that may affect the Underwriters’ compensation, as determined by FINRA. 2.18.3. Except as described herein or in the Registration Statement, the Statutory Prospectus Prospectus, and the Prospectus, the Company has not made any direct or indirect payments (in cash, securities securities, or otherwise) to: (i) any person, as a finder’s fee, consulting fee fee, or otherwise, in consideration for of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) to any “participating FINRA member,” as defined in FINRA Rule 5110, with respect to the Offering (“Participating Member”); or (iii) to any person or entity that has any direct or indirect affiliation or association with any Participating MemberFINRA member, within the one hundred eighty (180)-day 180-day period prior to the initial filing date of the Registration Statement with the Commission. 2.18.4. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no executive officer or director of the Company or any direct or indirect beneficial owner of 5% or greater of any class of the Company’s securities, excluding the Representative but including the Insiders and holders of securities to be purchased in the Private Placement (whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) (any such individual or entity, a “Company Affiliate”) Respondent is a Participating Member member of FINRA or a person associated or affiliated with a Participating Membermember of FINRA. 2.18.5. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no Company Affiliate Respondent is an owner of stock or other securities of any Participating Member member of FINRA (other than securities purchased on in the open market). 2.18.6. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no Company Affiliate Respondent has made a subordinated loan to any Participating Membermember of FINRA. 2.18.7. No proceeds from the sale of the Public Securities Securities, Private Units or Private Securities Warrants (excluding underwriting compensation) will be paid to any Participating MemberFINRA member, or any persons associated or affiliated with a Participating Membermember of FINRA, except as specifically authorized herein. 2.18.8. Other than the EBC Founder Representative’s Shares, the Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a Participating Member potential underwriter in the Offering or a related person (as defined by FINRA rules) of such an underwriter within the 180-day period prior to the initial filing date of the Registration Statement with the Commission, except as disclosed in the Registration Statement, the Statutory Prospectus Prospectus, and the Prospectus. 2.18.9. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no person to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date of the Registration Statement with the Commission has any relationship or affiliation or association with any Participating Membermember of FINRA. 2.18.10. To the Company’s knowledge, no Participating Member FINRA member intending to participate in the Offering has a conflict of interest (as defined by FINRA rules) with the Company. 2.18.11. Except with respect to the Representative in connection with the Offering, the Company has not entered into any agreement or arrangement (including, without limitation, any consulting agreement or any other type of agreement) during the 180-day period prior to the initial filing date of the Registration Statement with the Commission, which arrangement or agreement provides for the receipt of any item of value and/or the transfer or issuance of any warrants, options, or other securities from the Company to a Participating MemberFINRA member, any person associated with a Participating Membermember (as defined by FINRA rules), any potential underwriters in the Offering and/or any related persons.

Transactions Affecting Disclosure to Finra. 2.18.1. To the Company’s knowledge, all information contained in the questionnaires (the “FINRA Questionnaires”) completed by each Company Affiliate (defined below) of the Respondents and provided to the Representative, as such FINRA Questionnaires may have been updated from time to time and confirmed by each of the respondentsRespondents, is true and correct in all material respects and the Company has not become aware of any information which would cause the information disclosed in the FINRA Questionnaires to become inaccurate and incorrect. 2.18.2. Except as described in the Registration Statement, the Statutory Prospectus Prospectus, and the Prospectus, there are no claims, payments, arrangements, agreements agreements, or understandings relating to the payment of a finder’s, consulting consulting, or origination fee by the Company or any Company Affiliate Respondent with respect to the sale of the Public Securities hereunder or any other arrangements, agreements agreements, or understandings of the Company or, to the Company’s knowledge, any Insider Respondent that may affect the Underwriters’ compensation, as determined by FINRA. 2.18.3. Except as described herein or in the Registration Statement, the Statutory Prospectus Prospectus, and the Prospectus, the Company has not made any direct or indirect payments (in cash, securities securities, or otherwise) to: (i) any person, as a finder’s fee, consulting fee fee, or otherwise, in consideration for of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) to any “participating FINRA member,” as defined in FINRA Rule 5110, with respect to the Offering (“Participating Member”); or (iii) to any person or entity that has any direct or indirect affiliation or association with any Participating MemberFINRA member, within the one hundred eighty (180)-day 180-day period prior to the initial filing date of the Registration Statement with the Commission. 2.18.4. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no executive officer or director of the Company or any direct or indirect beneficial owner of 5% or greater of any class of the Company’s securities, excluding the Representative but including the Insiders and holders of securities to be purchased in the Private Placement (whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) (any such individual or entity, a “Company Affiliate”) Respondent is a Participating Member member of FINRA or a person associated or affiliated with a Participating Membermember of FINRA. 2.18.5. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no Company Affiliate Respondent is an owner of stock or other securities of any Participating Member member of FINRA (other than securities purchased on in the open market). 2.18.6. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no Company Affiliate Respondent has made a subordinated loan to any Participating Membermember of FINRA. 2.18.7. No proceeds from the sale of the Public Securities or Private Securities Units (excluding underwriting compensation) will be paid to any Participating MemberFINRA member, or any persons associated or affiliated with a Participating Membermember of FINRA, except as specifically authorized herein. 2.18.8. Other than the EBC Founder Shares, the The Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a Participating Member potential underwriter in the Offering or a related person (as defined by FINRA rules) of such an underwriter within the 180-day period prior to the initial filing date of the Registration Statement with the Commission, except as disclosed in the Registration Statement, the Statutory Prospectus Prospectus, and the Prospectus. 2.18.9. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no person to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date of the Registration Statement with the Commission has any relationship or affiliation or association with any Participating Membermember of FINRA. 2.18.10. To the Company’s knowledge, no Participating Member FINRA member intending to participate in the Offering has a conflict of interest (as defined by FINRA rules) with the Company. 2.18.11. Except with respect to the Representative in connection with the Offering, the Company has not entered into any agreement or arrangement (including, without limitation, any consulting agreement or any other type of agreement) during the 180-day period prior to the initial filing date of the Registration Statement with the Commission, which arrangement or agreement provides for the receipt of any item of value and/or the transfer or issuance of any warrants, options, or other securities from the Company to a Participating MemberFINRA member, any person associated with a Participating Membermember (as defined by FINRA rules), any potential underwriters in the Offering and/or any related persons.

Transactions Affecting Disclosure to Finra. 2.18.1. To the Company’s knowledge, all information contained in the questionnaires (the “FINRA Questionnaires”) completed by each Company Affiliate (defined belowbelow in Section 2.18.4) and provided to the RepresentativeRepresentatives, as such FINRA Questionnaires may have been updated from time to time and confirmed by each of the respondents, is true and correct in all material respects and the Company has not become aware of any information which would cause the information disclosed in the FINRA Questionnaires to become inaccurate and incorrect. 2.18.2. Except as described in the Registration Statement, the Statutory Prospectus and the Prospectus, there are no claims, payments, arrangements, agreements or understandings relating to the payment of a finder’s, consulting or origination fee by the Company or any Company Affiliate with respect to the sale of the Public Securities hereunder or any other arrangements, agreements or understandings of the Company or, to the Company’s knowledge, any Insider Company Affiliate that may affect the Underwriters’ compensation, as determined by FINRA. 2.18.3. Except as described herein or in the Registration Statement, the Statutory Prospectus and the Prospectus, the Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s fee, consulting fee or otherwise, in consideration for of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) to any “participating member,” as defined in FINRA Rule 5110, with respect to the Offering (“Participating Member”); or (iii) to any person or entity that has any direct or indirect affiliation or association with any Participating Member, within the one hundred eighty (180)-day 180-day period prior to the initial filing date of the Registration Statement with the Commission.. Roth Xxxital Partners, LLC _________, 2021 2.18.4. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no executive officer or director of the Company or any direct or indirect beneficial owner of 510% or greater of any class of the Company’s securities, excluding the Representative but including the Insiders and holders of securities to be purchased in the Private Placement (whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) (any such individual or entity, a “Company Affiliate”) is a Participating Member Member, or a person associated or affiliated with a Participating Member. 2.18.5. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no Company Affiliate is an owner of stock or other securities of any a Participating Member (other than securities purchased on the open market). 2.18.6. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no Company Affiliate has made a subordinated loan to any Participating Member. 2.18.7. No proceeds from the sale of the Public Securities or Private Securities (excluding underwriting compensation) will be paid to any Participating Member, or any persons associated or affiliated with a Participating Member, except as specifically authorized herein. 2.18.8. Other than the EBC Founder SharesShares held by the Roth Xxxignees, the Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a Participating Member within the 180-day period prior to the initial filing date of the Registration Statement with the Commission, except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus. 2.18.9. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no person to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date of the Registration Statement with the Commission has any relationship or affiliation or association with any Participating Member. 2.18.10. To the Company’s knowledge, no Participating Member has a conflict of interest (as defined by FINRA rules) with the Company. 2.18.11. Except with respect to the Representative Representatives in connection with the Offering, the Company has not entered into any agreement or arrangement (including, without limitation, any consulting agreement or any other type of agreement) during the 180-day period prior to the initial filing date of the Registration Statement with the Commission, which arrangement or agreement provides for the receipt of any item of value and/or the transfer or issuance of any warrants, options, or other securities from the Company to a Participating Member, any person associated with a Participating Member, any potential underwriters in the Offering and/or any related persons.. Roth Xxxital Partners, LLC _________, 2021 Page 15 of 45

Transactions Affecting Disclosure to Finra. 2.18.1. To the Company’s knowledge, all information contained in the questionnaires (the “FINRA Questionnaires”) completed by each Company Affiliate (defined below) and provided to the Representative, as such FINRA Questionnaires may have been updated from time to time and confirmed by each of the respondents, is true and correct in all material respects and the Company has not become aware of any information which would cause the information disclosed in the FINRA Questionnaires to become inaccurate and incorrect.. EarlyBirdCapital, Inc._______, 2022Page 14 of 44 2.18.2. Except as described in the Registration Statement, the Statutory Prospectus and the Prospectus, there are no claims, payments, arrangements, agreements or understandings relating to the payment of a finder’s, consulting or origination fee by the Company or any Company Affiliate with respect to the sale of the Public Securities hereunder or any other arrangements, agreements or understandings of the Company or, to the Company’s knowledge, any Insider that may affect the Underwriters’ compensation, as determined by FINRA. 2.18.3. Except as described herein or in the Registration Statement, the Statutory Prospectus and the Prospectus, the Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s fee, consulting fee or otherwise, in consideration for such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) to any “participating member,” as defined in FINRA Rule 5110, with respect to the Offering (“Participating Member”); or (iii) to any person or entity that has any direct or indirect affiliation or association with any Participating Member, within the one hundred eighty (180)-day period prior to the initial filing date of the Registration Statement with the Commission. 2.18.4. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no executive officer or director of the Company or any direct or indirect beneficial owner of 5% or greater of any class of the Company’s securities, excluding the Representative but including the Insiders and holders of securities to be purchased in the Private Placement (whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) (any such individual or entity, a “Company Affiliate”) is a Participating Member or a person associated or affiliated with a Participating Member. 2.18.5. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no Company Affiliate is an owner of stock or other securities of any Participating Member (other than securities purchased on the open market). 2.18.6. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no Company Affiliate has made a subordinated loan to any Participating Member. 2.18.7. No proceeds from the sale of the Public Securities or Private Securities (excluding underwriting compensation) will be paid to any Participating Particpating Member, or any persons associated or affiliated with a Participating Member, except as specifically authorized herein.. EarlyBirdCapital, Inc._______, 2022Page 15 of 44 2.18.8. Other than the EBC Founder Shares, the Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a Participating Member within the 180-day period prior to the initial filing date of the Registration Statement with the Commission, except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus. 2.18.9. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no person to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date of the Registration Statement with the Commission has any relationship or affiliation or association with any Participating Member. 2.18.10. To the Company’s knowledge, no Participating Member has a conflict of interest (as defined by FINRA rules) with the Company. 2.18.11. Except with respect to the Representative in connection with the Offering, the Company has not entered into any agreement or arrangement (including, without limitation, any consulting agreement or any other type of agreement) during the 180-day period prior to the initial filing date of the Registration Statement with the Commission, which arrangement or agreement provides for the receipt of any item of value and/or the transfer or issuance of any warrants, options, or other securities from the Company to a Participating Member, any person associated with a Participating Member, any potential underwriters in the Offering and/or any related persons.

Transactions Affecting Disclosure to Finra. 2.18.1. To the Company’s knowledge, all information contained in the questionnaires (the “FINRA Questionnaires”) completed by each Company Affiliate (defined below) of the Respondents and provided to the Representative, as such FINRA Questionnaires may have been updated from time to time and confirmed by each of the respondentsRespondents, is true and correct in all material respects and the Company has not become aware of any information which would cause the information disclosed in the FINRA Questionnaires to become inaccurate and incorrect. 2.18.2. Except as described in the Registration Statement, the Statutory Prospectus Prospectus, and the Prospectus, there are no claims, payments, arrangements, agreements agreements, or understandings relating to the payment of a finder’s, consulting consulting, or origination fee by the Company or any Company Affiliate Respondent with respect to the sale of the Public Securities hereunder or any other arrangements, agreements agreements, or understandings of the Company or, to the Company’s knowledge, any Insider Respondent that may affect the Underwriters’ compensation, as determined by FINRA. 2.18.3. Except as described herein or in the Registration Statement, the Statutory Prospectus Prospectus, and the Prospectus, the Company has not made any direct or indirect payments (in cash, securities securities, or otherwise) to: (i) any person, as a finder’s fee, consulting fee fee, or otherwise, in consideration for of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) to any “participating FINRA member,” as defined in FINRA Rule 5110, with respect to the Offering (“Participating Member”); or (iii) to any person or entity that that, to the Company’s knowledge, has any direct or indirect affiliation or association with any Participating MemberFINRA member, within the one hundred eighty (180)-day 180-day period prior to the initial filing date of the Registration Statement with the Commission. 2.18.4. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no executive officer or director of the Company or any direct or indirect beneficial owner of 5% or greater of any class of the Company’s securities, excluding the Representative but including the Insiders and holders of securities to be purchased in the Private Placement (whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) (any such individual or entity, a “Company Affiliate”) Respondent is a Participating Member member of FINRA or a person associated or affiliated with a Participating Membermember of FINRA. 2.18.5. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no Company Affiliate Respondent is an owner of stock or other securities of any Participating Member member of FINRA (other than securities purchased on in the open market). 2.18.6. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no Company Affiliate Respondent has made a subordinated loan to any Participating Membermember of FINRA. 2.18.7. No Except as described herein or in the Registration Statement, the Statutory Prospectus, and the Prospectus, so proceeds from the sale of the Public Securities or Private Securities Warrants (excluding underwriting compensation) will be paid to any Participating MemberFINRA member, or any persons associated or affiliated with a Participating Membermember of FINRA, except as specifically authorized herein. 2.18.8. Other than the EBC Founder Shares, the The Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a Participating Member potential underwriter in the Offering or a related person (as defined by FINRA rules) of such an underwriter within the 180-day period prior to the initial filing date of the Registration Statement with the Commission, except as disclosed in the Registration Statement, the Statutory Prospectus Prospectus, and the Prospectus. 2.18.9. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no person to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date of the Registration Statement with the Commission has any relationship or affiliation or association with any Participating Membermember of FINRA. 2.18.10. To the Company’s knowledge, no Participating Member FINRA member intending to participate in the Offering has a conflict of interest (as defined by FINRA rules) with the Company. 2.18.11. Except with respect to the Representative in connection with the Offering, the Company has not entered into any agreement or arrangement (including, without limitation, any consulting agreement or any other type of agreement) during the 180-day period prior to the initial filing date of the Registration Statement with the Commission, which arrangement or agreement provides for the receipt of any item of value (as defined by FINRA rules) and/or the transfer or issuance of any warrants, options, or other securities from the Company to a Participating MemberFINRA member, any person associated with a Participating Membermember (as defined by FINRA rules), any potential underwriters in the Offering and/or any related persons.

Transactions Affecting Disclosure to Finra. 2.18.1. To the Company’s knowledge, all information contained in the questionnaires (the “FINRA Questionnaires”) completed by each Company Affiliate (defined below) of the Respondents and provided to the RepresentativeRepresentatives , as such FINRA Questionnaires may have been updated from time to time and confirmed by each of the respondentsRespondents, is true and correct in all material respects and the Company has not become aware of any information which would cause the information disclosed in the FINRA Questionnaires to become inaccurate and incorrect. 2.18.2. Except as described in the Registration Statement, the Statutory Prospectus Prospectus, and the Prospectus, there are no claims, payments, arrangements, agreements agreements, or understandings relating to the payment of a finder’s, consulting consulting, or origination fee by the Company or any Company Affiliate Respondent with respect to the sale of the Public Securities hereunder or any other arrangements, agreements agreements, or understandings of the Company or, to the Company’s knowledge, any Insider Respondent that may affect the Underwriters’ compensation, as determined by FINRA. 2.18.3. Except as described herein or in the Registration Statement, the Statutory Prospectus Prospectus, and the Prospectus, the Company has not made any direct or indirect payments (in cash, securities securities, or otherwise) to: (i) any person, as a finder’s fee, consulting fee fee, or otherwise, in consideration for of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) to any “participating FINRA member,” as defined in FINRA Rule 5110, with respect to the Offering (“Participating Member”); or (iii) to any person or entity that has any direct or indirect affiliation or association with any Participating MemberFINRA member, within the one hundred eighty (180)-day 180-day period prior to the initial filing date of the Registration Statement with the Commission. 2.18.4. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no executive officer or director of the Company or any direct or indirect beneficial owner of 5% or greater of any class of the Company’s securities, excluding the Representative but including the Insiders and holders of securities to be purchased in the Private Placement (whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) (any such individual or entity, a “Company Affiliate”) Respondent is a Participating Member member of FINRA or a person associated or affiliated with a Participating Membermember of FINRA. 2.18.5. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no Company Affiliate Respondent is an owner of stock or other securities of any Participating Member member of FINRA (other than securities purchased on in the open market). 2.18.6. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no Company Affiliate Respondent has made a subordinated loan to any Participating Membermember of FINRA. 2.18.7. No proceeds from the sale of the Public Securities or Private Securities Warrants (excluding underwriting compensation) will be paid to any Participating MemberFINRA member, or any persons associated or affiliated with a Participating Membermember of FINRA, except as specifically authorized herein. 2.18.8. Other than the EBC Founder Shares, the The Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a Participating Member potential underwriter in the Offering or a related person (as defined by FINRA rules) of such an underwriter within the 180-day period prior to the initial filing date of the Registration Statement with the Commission, except as disclosed in the Registration Statement, the Statutory Prospectus Prospectus, and the Prospectus. 2.18.9. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no person to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date of the Registration Statement with the Commission has any relationship or affiliation or association with any Participating Membermember of FINRA. 2.18.10. To the Company’s knowledge, no Participating Member FINRA member intending to participate in the Offering has a conflict of interest (as defined by FINRA rules) with the Company. 2.18.11. Except with respect to the Representative Representatives in connection with the Offering, the Company has not entered into any agreement or arrangement (including, without limitation, any consulting agreement or any other type of agreement) during the 180-day period prior to the initial filing date of the Registration Statement with the Commission, which arrangement or agreement provides for the receipt of any item of value and/or the transfer or issuance of any warrants, options, or other securities from the Company to a Participating MemberFINRA member, any person associated with a Participating Membermember (as defined by FINRA rules), any potential underwriters in the Offering and/or any related persons.

Transactions Affecting Disclosure to Finra. 2.18.1. To the Company’s knowledge, all information contained in the questionnaires (the “FINRA Questionnaires”) completed by each Company Affiliate (defined below) and provided to the Representative, as such FINRA Questionnaires may have been updated from time to time and confirmed by each of the respondents, is true and correct in all material respects and the Company has not become aware of any information which would cause the information disclosed in the FINRA Questionnaires to become inaccurate and incorrect. 2.18.2. Except as described in the Registration Statement, the Statutory Prospectus and the Prospectus, there are no claims, payments, arrangements, agreements or understandings relating to the payment of a finder’s, consulting or origination fee by the Company or any Company Affiliate with respect to the sale of the Public Securities hereunder or any other arrangements, agreements or understandings of the Company or, to the Company’s knowledge, any Insider that may affect the Underwriters’ compensation, as determined by FINRA. 2.18.3. Except as described herein or in the Registration Statement, the Statutory Prospectus and the Prospectus, the Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s fee, consulting fee or otherwise, in consideration for such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) to any “participating member,” as defined in FINRA Rule 5110, with respect to the Offering (“Participating Member”); or (iii) to any person or entity that has any direct or indirect affiliation or association with any Participating Member, within the one hundred eighty (180)-day period prior to the initial filing date of the Registration Statement with the Commission.. EarlyBirdCapital, Inc.December 19, 2022Page 12 of 37 2.18.4. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no executive officer or director of the Company or any direct or indirect beneficial owner of 5% or greater of any class of the Company’s securities, excluding the Representative but including the Insiders and holders of securities to be purchased in the Private Placement (whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) (any such individual or entity, a “Company Affiliate”) is a Participating Member or a person associated or affiliated with a Participating Member. 2.18.5. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no Company Affiliate is an owner of stock or other securities of any Participating Member (other than securities purchased on the open market). 2.18.6. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no Company Affiliate has made a subordinated loan to any Participating Member. 2.18.7. No proceeds from the sale of the Public Securities or Private Securities (excluding underwriting compensation) will be paid to any Participating Particpating Member, or any persons associated or affiliated with a Participating Member, except as specifically authorized herein. 2.18.8. Other than the EBC Founder Shares, the Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a Participating Member within the 180-day period prior to the initial filing date of the Registration Statement with the Commission, except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus. 2.18.9. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no person to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date of the Registration Statement with the Commission has any relationship or affiliation or association with any Participating Member. 2.18.10. To the Company’s knowledge, no Participating Member has a conflict of interest (as defined by FINRA rules) with the Company. 2.18.11. Except with respect to the Representative in connection with the Offering, the Company has not entered into any agreement or arrangement (including, without limitation, any consulting agreement or any other type of agreement) during the 180-day period prior to the initial filing date of the Registration Statement with the Commission, which arrangement or agreement provides for the receipt of any item of value and/or the transfer or issuance of any warrants, options, or other securities from the Company to a Participating Member, any person associated with a Participating Member, any potential underwriters in the Offering and/or any related persons.

Transactions Affecting Disclosure to Finra. 2.18.1. To the Company’s knowledge, all information contained in the questionnaires (the “FINRA Questionnaires”) completed by each Company Affiliate (defined below) and provided to the Representative, as such FINRA Questionnaires may have been updated from time to time and confirmed by each of the respondents, is true and correct in all material respects and the Company has not become aware of any information which would cause the information disclosed in the FINRA Questionnaires to become inaccurate and incorrect. 2.18.2. Except as described in the Registration Statement, the Statutory Prospectus and the Prospectus, there are no claims, payments, arrangements, agreements or understandings relating to the payment of a finder’s, consulting or origination fee by the Company or any Company Affiliate with respect to the sale of the Public Securities hereunder or any other arrangements, agreements or understandings of the Company or, to the Company’s knowledge, any Insider that may affect the Underwriters’ compensation, as determined defined by FINRA. 2.18.3. Except as described herein or in the Registration Statement, the Statutory Prospectus and the Prospectus, the Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s fee, consulting fee or otherwise, in consideration for such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; Company; (ii) to any “participating member,” as defined in FINRA Rule 5110, with respect to the Offering (“Participating Member”); Member”); or (iii) to any person or entity that has any direct or indirect affiliation or association with any Participating Member, within the one hundred eighty (180)-day period prior to the initial filing date of the Registration Statement with the Commission. 2.18.4. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no executive officer or director of the Company or any direct or indirect beneficial owner of 510% or greater of any class of the Company’s securities, excluding the Representative but including the Insiders and holders of securities to be purchased in the Private Placement (whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) (any such individual or entity, a “Company Affiliate”) is a Participating Member or a person associated or affiliated with a Participating Member. 2.18.5. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no Company Affiliate is an owner of stock or other securities of any Participating Member (other than securities purchased on the open market). 2.18.6. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no Company Affiliate has made a subordinated loan to any Participating Member. 2.18.7. No proceeds from the sale of the Public Securities or Private Securities (excluding underwriting compensation) will be paid to any Participating Member, or any persons associated or affiliated with a Participating Member, except as specifically authorized herein. 2.18.8. Other than the EBC Founder Shares, the Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a Participating Member within the 180-day period prior to the initial filing date of the Registration Statement with the Commission, except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus. 2.18.9. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no person to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date of the Registration Statement with the Commission has any relationship or affiliation or association with any Participating Member. 2.18.10. To the Company’s knowledge, no Participating Member has a conflict of interest (as defined by FINRA rules) with the Company. 2.18.11. Except with respect to the Representative in connection with the Offering, the Company has not entered into any agreement or arrangement (including, without limitation, any consulting agreement or any other type of agreement) during the 180-day period prior to the initial filing date of the Registration Statement with the Commission, which arrangement or agreement provides for the receipt of any item of value and/or the transfer or issuance of any warrants, options, or other securities from the Company to a Participating Member, any person associated with a Participating Member, any potential underwriters in the Offering and/or any related persons.

Transactions Affecting Disclosure to Finra. 2.18.1. To the Company’s knowledge, all information contained in the questionnaires (the “FINRA Questionnaires”) completed by each Company Affiliate (defined below) and provided to the Representative, as such FINRA Questionnaires may have been updated from time to time and confirmed by each of the respondents, is true and correct in all material respects and the Company has not become aware of any information which would cause the information disclosed in the FINRA Questionnaires to become inaccurate and incorrect. 2.18.2. Except as described in the Registration Statement, the Statutory Prospectus and the Prospectus, there are no claims, payments, arrangements, agreements or understandings relating to the payment of a finder’s, consulting or origination fee by the Company or any Company Affiliate with respect to the sale of the Public Securities hereunder or any other arrangements, agreements or understandings of the Company or, to the Company’s knowledge, any Insider that may affect the Underwriters’ compensation, as determined by FINRA. 2.18.3. Except as described herein or in the Registration Statement, the Statutory Prospectus and the Prospectus, the Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s fee, consulting fee or otherwise, in consideration for such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) to any “participating member,” as defined in FINRA Rule 5110, with respect to the Offering (“Participating Member”); or (iii) to any person or entity that has any direct or indirect affiliation or association with any Participating Member, within the one hundred eighty (180)-day period prior to the initial filing date of the Registration Statement with the Commission. 2.18.4. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no executive officer or director of the Company or any direct or indirect beneficial owner of 5% or greater of any class of the Company’s securities, excluding the Representative but including the Insiders and holders of securities to be purchased in the Private Placement (whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) (any such individual or entity, a “Company Affiliate”) is a Participating Member or a person associated or affiliated with a Participating Member. 2.18.5. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no Company Affiliate is an owner of stock or other securities of any Participating Member (other than securities purchased on the open market). 2.18.6. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no Company Affiliate has made a subordinated loan to any Participating Member. 2.18.7. No proceeds from the sale of the Public Securities or Private Securities Units (excluding underwriting compensation) will be paid to any Participating Member, or any persons associated or affiliated with a Participating Member, except as specifically authorized herein. 2.18.8. Other than the EBC Founder Shares, the Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a Participating Member within the 180-day period prior to the initial filing date of the Registration Statement with the Commission, except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus. 2.18.9. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no person to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date of the Registration Statement with the Commission has any relationship or affiliation or association with any Participating Member. 2.18.10. To the Company’s knowledge, no Participating Member has a conflict of interest (as defined by FINRA rules) with the Company. 2.18.11. Except with respect to the Representative in connection with the Offering, the Company has not entered into any agreement or arrangement (including, without limitation, any consulting agreement or any other type of agreement) during the 180-day period prior to the initial filing date of the Registration Statement with the Commission, which arrangement or agreement provides for the receipt of any item of value and/or the transfer or issuance of any warrants, options, or other securities from the Company to a Participating Member, any person associated with a Participating Member, any potential underwriters in the Offering and/or any related persons.

Transactions Affecting Disclosure to Finra. 2.18.1. To the Company’s knowledge, all information contained in the questionnaires (the “FINRA Questionnaires”) completed by each Company Affiliate (defined below) of the Respondents and provided to the Representative, as such FINRA Questionnaires may have been updated from time to time and confirmed by each of the respondentsRespondents, is true and correct in all material respects and the Company has not become aware of any information which would cause the information disclosed in the FINRA Questionnaires to become inaccurate and incorrect. 2.18.2. Except as described in the Registration Statement, the Statutory Prospectus Prospectus, and the Prospectus, there are no claims, payments, arrangements, agreements agreements, or understandings relating to the payment of a finder’s, consulting consulting, or origination fee by the Company or any Company Affiliate Respondent with respect to the sale of the Public Securities hereunder or any other arrangements, agreements agreements, or understandings of the Company or, to the Company’s knowledge, any Insider Respondent that may affect the Underwriters’ compensation, as determined by FINRA. 2.18.3. Except as described herein or in the Registration Statement, the Statutory Prospectus Prospectus, and the Prospectus, the Company has not made any direct or indirect payments (in cash, securities securities, or otherwise) to: (i) any person, as a finder’s fee, consulting fee fee, or otherwise, in consideration for of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) to any “participating FINRA member,” as defined in FINRA Rule 5110, with respect to the Offering (“Participating Member”); or (iii) to any person or entity that that, to the Company’s knowledge, has any direct or indirect affiliation or association with any Participating MemberFINRA member, within the one hundred eighty (180)-day 180-day period prior to the initial filing date of the Registration Statement with the Commission. 2.18.4. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no executive officer or director of the Company or any direct or indirect beneficial owner of 5% or greater of any class of the Company’s securities, excluding the Representative but including the Insiders and holders of securities to be purchased in the Private Placement (whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) (any such individual or entity, a “Company Affiliate”) Respondent is a Participating Member member of FINRA or a person associated or affiliated with a Participating Membermember of FINRA. 2.18.5. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no Company Affiliate Respondent is an owner of stock or other securities of any Participating Member member of FINRA (other than securities purchased on in the open market). 2.18.6. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no Company Affiliate Respondent has made a subordinated loan to any Participating Membermember of FINRA. 2.18.7. No Except as described herein or in the Registration Statement, the Statutory Prospectus, and the Prospectus, so proceeds from the sale of the Public Securities or Private Securities Warrants (excluding underwriting compensation) will be paid to any Participating MemberFINRA member, or any persons associated or affiliated with a Participating Membermember of FINRA, except as specifically authorized herein. 2.18.818.8. Other than the EBC Founder Shares, the The Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a Participating Member potential underwriter in the Offering or a related person (as defined by FINRA rules) of such an underwriter within the 180-day period prior to the initial filing date of the Registration Statement with the Commission, except as disclosed in the Registration Statement, the Statutory Prospectus Prospectus, and the Prospectus. 2.18.9. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no person to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date of the Registration Statement with the Commission has any relationship or affiliation or association with any Participating Member. 2.18.10. To the Company’s knowledge, no Participating Member has a conflict of interest (as defined by FINRA rules) with the Company. 2.18.11. Except with respect to the Representative in connection with the Offering, the Company has not entered into any agreement or arrangement (including, without limitation, any consulting agreement or any other type of agreement) during the 180-day period prior to the initial filing date of the Registration Statement with the Commission, which arrangement or agreement provides for the receipt of any item of value and/or the transfer or issuance of any warrants, options, or other securities from the Company to a Participating Member, any person associated with a Participating Member, any potential underwriters in the Offering and/or any related persons.

Transactions Affecting Disclosure to Finra. 2.18.1. To the Company’s knowledge, all information contained in the FINRA questionnaires (the “FINRA Questionnaires”) completed by each Company Affiliate (defined below) of the Respondents and provided to the Representative, as such FINRA Questionnaires may have been updated from time to time and confirmed by each of the respondentsRespondents, is true and correct in all material respects and the Company has not become aware of any information which would cause the information disclosed in the FINRA Questionnaires to become materially inaccurate and incorrect. 2.18.2. Except as described in the Registration Statement, the Statutory Prospectus and the Prospectus, there are no claims, payments, arrangements, agreements or understandings relating to the payment of a finder’s, consulting or origination fee by the Company or any Company Affiliate (as defined below) with respect to the sale of the Public Securities hereunder hereunder, the sale of the Private Securities or the Founder Shares, or any other arrangements, agreements or understandings of the Company or, to the Company’s knowledge, any Insider that may affect the Underwriters’ compensation, as determined by FINRAXXXXX. 2.18.3. Except as described herein or in the Registration Statement, the Statutory Prospectus and the Prospectus, and except for reimbursement of out-of-pocket expenses, the Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s fee, consulting fee or otherwise, in consideration for of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) to any “participating member,” as defined in FINRA Rule 5110, with respect to the Offering (“Participating Member”); or (iii) to any person or entity that has any direct or indirect affiliation or association with any Participating Member, within the one hundred eighty (180)-day 180-day period prior to the initial filing date of the Registration Statement with the Commission. 2.18.4. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no executive officer or director of the Company or any direct or indirect beneficial owner of 5% or greater of any class of the Company’s securities, excluding the Representative but including the Insiders and holders of securities to be purchased in the Private Placement (whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) (any such individual or entity, a “Company Affiliate”) is a Participating Member Member, or a person associated or affiliated with a Participating Member. 2.18.5. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no Company Affiliate is an owner of stock or other securities of any a Participating Member (other than securities purchased on the open market). 2.18.6. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no Company Affiliate has made a subordinated loan to any Participating Member. 2.18.7. No proceeds from the sale of the Public Securities or Private Securities (excluding underwriting compensation) will be paid to any Participating Member, or any persons associated or affiliated with a Participating Member, except as specifically authorized herein. 2.18.8. Other than the EBC Founder Shares, the The Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a Participating Member within the 180-day period prior to the initial filing date of the Registration Statement with the Commission, except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus. 2.18.9. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no person to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date of the Registration Statement with the Commission has any relationship or affiliation or association with any Participating Member. 2.18.10. To the Company’s knowledge, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus, no Participating Member has a conflict of interest (as defined by FINRA rules) with the Company. 2.18.11. Except with respect to the Representative in connection with the Offering, the Company has not entered into any agreement or arrangement (including, without limitation, any consulting agreement or any other type of agreement) during the 180-day period prior to the initial filing date of the Registration Statement with the CommissionCommission that is currently in effect, which arrangement or agreement provides for the receipt of any item of value and/or the transfer or issuance of any warrants, options, or other securities from the Company to a Participating Member, any person associated with a Participating Member, any potential underwriters in the Offering and/or any related persons.

Transactions Affecting Disclosure to Finra. 2.18.1. To the Company’s knowledge, all information contained in the questionnaires (the “FINRA Questionnaires”) completed by each Company Affiliate (defined belowbelow in Section 2.18.4) and provided to the RepresentativeRepresentatives, as such FINRA Questionnaires may have been updated from time to time and confirmed by each of the respondents, is true and correct in all material respects and the Company has not become aware of any information which would cause the information disclosed in the FINRA Questionnaires to become inaccurate and incorrect. 2.18.2. Except as described in the Registration Statement, the Statutory Prospectus and the Prospectus, there are no claims, payments, arrangements, agreements or understandings relating to the payment of a finder’s, consulting or origination fee by the Company or any Company Affiliate with respect to the sale of the Public Securities hereunder or any other arrangements, agreements or understandings of the Company or, to the Company’s knowledge, any Insider that may affect the Underwriters’ compensation, as determined by FINRA. 2.18.3. Except as described herein or in the Registration Statement, the Statutory Prospectus and the Prospectus, the Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s fee, consulting fee or otherwise, in consideration for of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) to any “participating member,” as defined in FINRA Rule 5110, with respect to the Offering (“Participating Member”); or (iii) to any person or entity that has any direct or indirect affiliation or association with any Participating Member, within the one hundred eighty (180)-day period prior to the initial filing date of the Registration Statement with the Commission. 2.18.4. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no executive officer or director of the Company or any direct or indirect beneficial owner of 510% or greater of any class of the Company’s securities, excluding the Representative but including the Insiders and holders of securities to be purchased in the Private Placement (whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) (any such individual or entity, a “Company Affiliate”) is a Participating Member Member, or a person associated or affiliated with a Participating Member. 2.18.5. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no Company Affiliate is an owner of stock or other securities of any a Participating Member (other than securities purchased on the open market). 2.18.6. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no Company Affiliate has made a subordinated loan to any Participating Member. 2.18.7. No proceeds from the sale of the Public Securities or Private Securities (excluding underwriting compensation) will be paid to any Participating Member, or any persons associated or affiliated with a Participating Member, except as specifically authorized herein. 2.18.8. Other than the EBC Founder Shares, the The Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a Participating Member within the 180-day one hundred eighty (180)-day period prior to the initial filing date of the Registration Statement with the Commission, except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus. 2.18.9. To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no person to whom securities of the Company have been privately issued within the 180-day one hundred eighty (180)-day period prior to the initial filing date of the Registration Statement with the Commission has any relationship or affiliation or association with any Participating Member. 2.18.10. To the Company’s knowledge, no Participating Member has a conflict of interest (as defined by FINRA rules) with the Company. 2.18.11. Except with respect to the Representative Representatives in connection with the Offering, the Company has not entered into any agreement or arrangement (including, without limitation, any consulting agreement or any other type of agreement) during the 180-day one hundred eighty (180)-day period prior to the initial filing date of the Registration Statement with the Commission, which arrangement or agreement provides for the receipt of any item of value and/or the transfer or issuance of any warrants, options, or other securities from the Company to a Participating Member, any person associated with a Participating Member, any potential underwriters in the Offering and/or any related persons.