Common use of Transactions Affecting Disclosure to Finra Clause in Contracts

Transactions Affecting Disclosure to Finra. 2.18.1 Except as described in the Preliminary Prospectus and/or the Prospectus, there are no claims, payments, arrangements, 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 Initial Shareholder 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 Initial Shareholder that may affect the Underwriters’ compensation, as determined by the FINRA. 2.18.2 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 of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) any FINRA member; or (iii) any person or entity that has any direct or indirect affiliation or association with any FINRA member, within the twelve (12) months prior to the Effective Date, other than payments to the Representative. 2.18.3 No officer, director, or, to the Company’s knowledge, beneficial owner of any class of the Company’s securities (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 member, or a person associated or affiliated with a member, of FINRA, except as disclosed in the Questionnaires completed by such officer, director, or beneficial owner of any class of the Company’s securities and provided to the Underwriters. 2.18.4 Except as disclosed in the Questionnaires provided to the Representative, no Company Affiliate is an owner of stock or other securities of any member of FINRA (other than securities purchased on the open market). 2.18.5 No Company Affiliate has made a subordinated loan to any member of FINRA. 2.18.6 Except as disclosed in the Questionnaires provided to the Representative, no proceeds from the sale of the Public Securities (excluding underwriting compensation) or the Placement Shares or Additional Placement Shares will be paid to any FINRA member, or any persons associated or affiliated with a member of FINRA. 2.18.7 Except as disclosed in the Questionnaires provided to the Representative, the Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a 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. 2.18.8 Except as disclosed in the Questionnaires provided to the Representative, 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 has any relationship or affiliation or association with any member of the FINRA. 2.18.9 Except as disclosed in the Questionnaires provided to the Representative, no FINRA member intending to participate in the Offering has a conflict of interest 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 the FINRA. 2.18.10 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, which arrangement or agreement provides for the receipt of any item of value and/or the transfer of any warrants, options, or other securities from the Company to a FINRA member, any person associated with a member (as defined by FINRA rules), any potential underwriters in the Offering and any related persons.

Transactions Affecting Disclosure to Finra. 2.18.1 Except as described in the Preliminary Prospectus and/or the Prospectus, there are no claims, payments, arrangements, 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 Initial Shareholder 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 Initial Shareholder that may affect the Underwriters’ compensation, as determined by the FINRA. 2.18.2 The Except as described in the Preliminary Prospectus and/or 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 of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) any FINRA member; or (iii) any person or entity that has any direct or indirect affiliation or association with any FINRA member, within the twelve (12) months prior to the Effective Date, other than payments to the RepresentativeRepresentatives. 2.18.3 No Except as described in the Preliminary Prospectus and/or the Prospectus and excluding US Tiger and Lxx Xxxxx to the extent that US Tiger has acquired or will acquire certain founder shares as the designee of Lxx Xxxxx, the CEO of the Company and US Tiger, no officer, director, or, to the Company’s knowledge, beneficial owner of any class of the Company’s securities (whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) (any such individual or entityentity excluding US Tiger and Lxx Xxxxx, a “Company Affiliate”) is a member, or a person associated or affiliated with a member, of FINRA, except as disclosed in the Questionnaires completed by such officer, director, or beneficial owner of any class of the Company’s securities and provided to the Underwriters. 2.18.4 Except as disclosed in the Questionnaires provided to the RepresentativeRepresentatives or in the Preliminary Prospectus and/or the Prospectus, no Company Affiliate is an owner of stock Ordinary Shares or other securities of any member of FINRA (other than securities purchased on the open market). 2.18.5 No Company Affiliate has made a subordinated loan to any member of FINRA. 2.18.6 Except as disclosed described in the Questionnaires provided to Preliminary Prospectus and/or the RepresentativeProspectus, no proceeds from the sale of the Public Securities (excluding underwriting compensation) or the Placement Shares Units or Additional Placement Shares Units will be paid to any FINRA member, or any persons associated or affiliated with a member of FINRA. 2.18.7 Except as disclosed described in the Questionnaires provided to Preliminary Prospectus and/or the RepresentativeProspectus, the Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a 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. 2.18.8 Except as disclosed described in the Questionnaires provided to Preliminary Prospectus and/or the RepresentativeProspectus, 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 has any relationship or affiliation or association with any member of the FINRA. 2.18.9 Except as disclosed described in the Questionnaires provided to Preliminary Prospectus and/or the RepresentativeProspectus, no FINRA member intending to participate in the Offering has a conflict of interest 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 the FINRA. 2.18.10 Except with respect to the Representative Representatives in connection with the OfferingOffering or as described in the Preliminary Prospectus and/or 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, which arrangement or agreement provides for the receipt of any item of value and/or the transfer of any warrants, options, or other securities from the Company to a FINRA member, any person associated with a member (as defined by FINRA rules), any potential underwriters in the Offering and any related persons.

Transactions Affecting Disclosure to Finra. 2.18.1 Except as described in the Preliminary Prospectus and/or the Prospectus, there are no claims, payments, arrangements, 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 Initial Shareholder Stockholder 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 Initial Shareholder Stockholder that may affect the Underwriters’ compensation, as determined by the FINRA. 2.18.2 The Except as described in the Preliminary Prospectus and/or 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 of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) any FINRA member; or (iii) any person or entity that has any direct or indirect affiliation or association with any FINRA member, within the twelve (12) months prior to the Effective Date, other than payments to the RepresentativeRepresentatives. 2.18.3 No Except as described in the Preliminary Prospectus and/or the Prospectus and excluding US Tiger and Xxx Xxxxx to the extent that US Tiger has acquired or will acquire certain founder shares as the designee of Xxx Xxxxx, the CEO of the Company and US Tiger, no officer, director, or, to the Company’s knowledge, beneficial owner of any class of the Company’s securities (whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) (any such individual or entityentity excluding US Tiger and Xxx Xxxxx, a “Company Affiliate”) is a member, or a person associated or affiliated with a member, of FINRA, except as disclosed in the Questionnaires completed by such officer, director, or beneficial owner of any class of the Company’s securities and provided to the Underwriters. 2.18.4 Except as disclosed in the Questionnaires provided to the RepresentativeRepresentatives or in the Preliminary Prospectus and/or the Prospectus, no Company Affiliate is an owner of stock or other securities of any member of FINRA (other than securities purchased on the open market). 2.18.5 No Company Affiliate has made a subordinated loan to any member of FINRA. 2.18.6 Except as disclosed described in the Questionnaires provided to Preliminary Prospectus and/or the RepresentativeProspectus, no proceeds from the sale of the Public Securities (excluding underwriting compensation) or the Placement Shares Units or Additional Placement Shares Units will be paid to any FINRA member, or any persons associated or affiliated with a member of FINRA. 2.18.7 Except as disclosed described in the Questionnaires provided to Preliminary Prospectus and/or the RepresentativeProspectus, the Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a 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. 2.18.8 Except as disclosed described in the Questionnaires provided to Preliminary Prospectus and/or the RepresentativeProspectus, 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 has any relationship or affiliation or association with any member of the FINRA. 2.18.9 Except as disclosed described in the Questionnaires provided to Preliminary Prospectus and/or the RepresentativeProspectus, no FINRA member intending to participate in the Offering has a conflict of interest 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 the FINRA. 2.18.10 Except with respect to the Representative Representatives in connection with the OfferingOffering or as described in the Preliminary Prospectus and/or 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, which arrangement or agreement provides for the receipt of any item of value and/or the transfer of any warrants, options, or other securities from the Company to a FINRA member, any person associated with a member (as defined by FINRA rules), any potential underwriters in the Offering and any related persons.

Transactions Affecting Disclosure to Finra. 2.18.1 Except as described in the Preliminary Prospectus and/or the Prospectus, there are no claims, payments, arrangements, 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 Initial Shareholder Stockholder 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 Initial Shareholder Stockholder that may affect the Underwriters’ compensation, as determined by the FINRA. 2.18.2 The Except as described in the Preliminary Prospectus and/or 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 of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) any FINRA member; or (iii) any person or entity that has any direct or indirect affiliation or association with any FINRA member, within the twelve (12) months prior to the Effective Date, other than payments to the RepresentativeRepresentatives. 2.18.3 No Except as described in the Preliminary Prospectus and/or the Prospectus, no officer, director, or, to the Company’s knowledge, beneficial owner of any class of the Company’s securities (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 member, or a person associated or affiliated with a member, of FINRA, except as disclosed in the Questionnaires completed by such officer, director, or beneficial owner of any class of the Company’s securities and provided to the Underwriters. 2.18.4 Except as disclosed in the Questionnaires provided to the RepresentativeRepresentatives or in the Preliminary Prospectus and/or the Prospectus, no Company Affiliate is an owner of stock or other securities of any member of FINRA (other than securities purchased on the open market). 2.18.5 No Company Affiliate has made a subordinated loan to any member of FINRA. 2.18.6 Except as disclosed described in the Questionnaires provided to Preliminary Prospectus and/or the RepresentativeProspectus, no proceeds from the sale of the Public Securities (excluding underwriting compensation) or the Placement Shares or Additional Placement Shares will be paid to any FINRA member, or any persons associated or affiliated with a member of FINRA. 2.18.7 Except as disclosed described in the Questionnaires provided to Preliminary Prospectus and/or the RepresentativeProspectus, the Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a 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. 2.18.8 Except as disclosed described in the Questionnaires provided to Preliminary Prospectus and/or the RepresentativeProspectus, 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 has any relationship or affiliation or association with any member of the FINRA. 2.18.9 Except as disclosed described in the Questionnaires provided to Preliminary Prospectus and/or the RepresentativeProspectus, no FINRA member intending to participate in the Offering has a conflict of interest 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 the FINRA. 2.18.10 Except with respect to the Representative Representatives in connection with the OfferingOffering or as described in the Preliminary Prospectus and/or 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, which arrangement or agreement provides for the receipt of any item of value and/or the transfer of any warrants, options, or other securities from the Company to a FINRA member, any person associated with a member (as defined by FINRA rules), any potential underwriters in the Offering and any related persons.

Transactions Affecting Disclosure to Finra. 2.18.1 Except as described in the Preliminary Prospectus and/or the Prospectus, there are no claims, payments, arrangements, 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 Initial Shareholder 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 Initial Shareholder that may affect the Underwriters’ compensation, as determined by the FINRA. 2.18.2 The Except as described in the Preliminary Prospectus and/or 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 of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) any FINRA member; or (iii) any person or entity that has any direct or indirect affiliation or association with any FINRA member, within the twelve (12) months prior to the Effective Date, other than payments to the RepresentativeRepresentatives. 2.18.3 No officer, director, or, to the Company’s knowledge, beneficial owner of any class of the Company’s securities (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 member, or a person associated or affiliated with a member, of FINRA, except as disclosed in the Questionnaires completed by such officer, director, or beneficial owner of any class of the Company’s securities and provided to the Underwriters. 2.18.4 Except as disclosed in the Questionnaires provided to the RepresentativeRepresentatives or in the Preliminary Prospectus and/or the Prospectus, no neither the Company Affiliate nor any of its affiliates is an owner of stock ordinary shares or other securities of any member of FINRA (other than securities purchased on the open market). 2.18.5 No 2.18.4 Neither the Company Affiliate nor any of its affiliates has made a subordinated loan to any member of FINRA. 2.18.6 2.18.5 Except as disclosed described in the Questionnaires provided to Preliminary Prospectus and/or the RepresentativeProspectus, no proceeds from the sale of the Public Securities (excluding underwriting compensation) or the Placement Shares Units or Additional Placement Shares Units will be paid to any FINRA member, or any persons associated or affiliated with a member of FINRA. 2.18.7 2.18.6 Except as disclosed described in the Questionnaires provided to Preliminary Prospectus and/or the RepresentativeProspectus, the Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a 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. 2.18.8 2.18.7 Except as disclosed described in the Questionnaires provided to Preliminary Prospectus and/or the RepresentativeProspectus, 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 has any relationship or affiliation or association with any member of the FINRA. 2.18.9 2.18.8 Except as disclosed described in the Questionnaires provided to Preliminary Prospectus and/or the RepresentativeProspectus, no FINRA member intending to participate in the Offering has a conflict of interest with the Company. For this purpose, a “conflict of interest” exists when a member of FINRA and its associated persons, parent 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 the FINRA. 2.18.10 2.18.9 Except with respect to the Representative Representatives in connection with the OfferingOffering or as described in the Preliminary Prospectus and/or 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, which arrangement or agreement provides for the receipt of any item of value and/or the transfer of any warrants, options, or other securities from the Company to a FINRA member, any person associated with a member (as defined by FINRA rules), any potential underwriters underwriter in the Offering and any related persons.

Transactions Affecting Disclosure to Finra. 2.18.1 Except as described in the Preliminary Prospectus and/or the Prospectus, there are no claims, payments, arrangements, 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 Initial Shareholder Stockholder 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 Initial Shareholder Stockholder that may affect the Underwriters’ compensation, as determined by the FINRA. 2.18.2 The Except as described in the Preliminary Prospectus and/or 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 of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) any FINRA member; or (iii) any person or entity that has any direct or indirect affiliation or association with any FINRA member, within the twelve (12) months prior to the Effective Date, other than payments to the RepresentativeRepresentatives. 2.18.3 No Except as described in the Preliminary Prospectus and/or the Prospectus and excluding US Tiger and Xxx Xxxxx to the extent that US Tiger has acquired or will acquire certain founder shares as the designee of Xxx Xxxxx, the CEO of the Company and US Tiger, no officer, director, or, to the Company’s knowledge, beneficial owner of any class of the Company’s securities (whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) (any such individual or entityentity excluding US Tiger and Xxx Xxxxx, a “Company Affiliate”) is a member, or a person associated or affiliated with a member, of FINRA, except as disclosed in the Questionnaires completed by such officer, director, or beneficial owner of any class of the Company’s securities and provided to the Underwriters. 2.18.4 Except as disclosed in the Questionnaires provided to the RepresentativeRepresentatives or in the Preliminary Prospectus and/or the Prospectus,, no Company Affiliate is an owner of stock or other securities of any member of FINRA (other than securities purchased on the open market). 2.18.5 No Company Affiliate has made a subordinated loan to any member of FINRA. 2.18.6 Except as disclosed described in the Questionnaires provided to Preliminary Prospectus and/or the RepresentativeProspectus, no proceeds from the sale of the Public Securities (excluding underwriting compensation) or the Placement Shares or Additional Placement Shares will be paid to any FINRA member, or any persons associated or affiliated with a member of FINRA. 2.18.7 Except as disclosed described in the Questionnaires provided to Preliminary Prospectus and/or the RepresentativeProspectus, the Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a 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. 2.18.8 Except as disclosed described in the Questionnaires provided to Preliminary Prospectus and/or the RepresentativeProspectus, 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 has any relationship or affiliation or association with any member of the FINRA. 2.18.9 Except as disclosed described in the Questionnaires provided to Preliminary Prospectus and/or the RepresentativeProspectus, no FINRA member intending to participate in the Offering has a conflict of interest 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 the FINRA. 2.18.10 Except with respect to the Representative Representatives in connection with the OfferingOffering or as described in the Preliminary Prospectus and/or 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, which arrangement or agreement provides for the receipt of any item of value and/or the transfer of any warrants, options, or other securities from the Company to a FINRA member, any person associated with a member (as defined by FINRA rules), any potential underwriters in the Offering and any related persons.

Transactions Affecting Disclosure to Finra. 2.18.1 Except as described in the Preliminary Prospectus and/or the Prospectus, there are no claims, payments, arrangements, agreements, letters of intent, engagement letters agreements or understandings relating to the payment of a finder’s, consulting or origination fee by the Company or any the Initial Shareholder Shareholders 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 the Initial Shareholder Shareholders that may affect the Underwriters’ compensation, as determined by the FINRA. 2.18.2 The Except as described in the Preliminary Prospectus and/or 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 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 FINRA member; or (iii) to any person or entity that has any direct or indirect affiliation or association with any FINRA member, within the twelve (12) months prior to the Effective Date, other than payments to the Representative. 2.18.3 No Except as described in the Preliminary Prospectus and/or the Prospectus, no officer, director, or, to the Company’s knowledge, or beneficial owner of any class of the Company’s securities (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 member, or a person associated associated, or affiliated with a member, member of FINRA, except as disclosed in the Questionnaires completed by such officer, director, or beneficial owner of any class of the Company’s securities and provided to the Underwriters. 2.18.4 Except as disclosed described in the Questionnaires provided to Preliminary Prospectus and/or the RepresentativeProspectus, no Company Affiliate is an owner of stock or other securities of any member of FINRA (other than securities purchased on the open market). 2.18.5 No Company Affiliate has made a subordinated loan to any member of FINRA. 2.18.6 Except as disclosed in the Questionnaires provided to the Representative, no No proceeds from the sale of the Public Securities (excluding underwriting compensation) or the Placement Shares Securities or Additional Placement Shares Securities will be paid to any FINRA member, or any persons associated or affiliated with a member of FINRA, except as specifically authorized herein and in the Subscription Agreements. 2.18.7 Except as disclosed in the Questionnaires provided to the Representative, the The Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a 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. 2.18.8 Except as disclosed described in the Questionnaires provided to Preliminary Prospectus and/or the RepresentativeProspectus, 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 has any relationship or affiliation or association with any member of the FINRA. 2.18.9 Except as disclosed described in the Questionnaires provided to Preliminary Prospectus and/or the RepresentativeProspectus, no FINRA member intending to participate in the Offering has a conflict of interest 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 the FINRA. 2.18.10 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, which arrangement or agreement provides for the receipt of any item of value and/or the transfer of any warrants, options, or other securities from the Company to a FINRA member, any person associated with a member (as defined by FINRA rules), any potential underwriters in the Offering and any related persons.

Transactions Affecting Disclosure to Finra. 2.18.1 2.18.1. Except as described in the Preliminary Prospectus and/or the Prospectus, there are no claims, payments, arrangements, 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 Initial Shareholder 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 Initial Shareholder that may affect the Underwriters’ compensation, as determined by the FINRA. 2.18.2 The 2.18.2. Except as described in the Preliminary Prospectus and/or 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 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 FINRA member; or (iii) to any person or entity that has any direct or indirect affiliation or association with any FINRA member, within the twelve (12) months prior to the Effective Date, other than payments to the Representative. 2.18.3 No 2.18.3. Except as described in the Preliminary Prospectus and/or the Prospectus, no officer, director, or, to the Company’s knowledge, or beneficial owner of any class of the Company’s securities (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 member, or a person associated associated, or affiliated with a member, member of FINRA, except . 2.18.4. Except as disclosed described in the Questionnaires completed by such officer, director, or beneficial owner of any class of Preliminary Prospectus and/or the Company’s securities and provided to the Underwriters. 2.18.4 Except as disclosed in the Questionnaires provided to the RepresentativeProspectus, no Company Affiliate is an owner of stock or other securities of any member of FINRA (other than securities purchased on the open market). 2.18.5 2.18.5. No Company Affiliate has made a subordinated loan to any member of FINRA. 2.18.6 Except as disclosed in the Questionnaires provided to the Representative, no 2.18.6. No proceeds from the sale of the Public Securities (excluding underwriting compensation) or the Placement Shares or Additional Placement Shares Securities will be paid to any FINRA member, or any persons associated or affiliated with a member of FINRA, except as specifically authorized herein and in the Subscription Agreements. 2.18.7 Except as disclosed in the Questionnaires provided to the Representative, the 2.18.7. The Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a 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. 2.18.8 Except as disclosed in the Questionnaires provided to the Representative, no 2.18.8. 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 has any relationship or affiliation or association with any member of the FINRA. 2.18.9 Except as disclosed in the Questionnaires provided to the Representative, no FINRA member intending to participate in the Offering has a conflict of interest with the Company2.18.9. 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 the FINRAReserved. 2.18.10 2.18.10. 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, which arrangement or agreement provides for the receipt of any item of value and/or the transfer of any warrants, options, or other securities from the Company to a FINRA member, any person associated with a member (as defined by FINRA rules), any potential underwriters in the Offering and any related persons.

Transactions Affecting Disclosure to Finra. 2.18.1 Except as described in the Preliminary Prospectus and/or the Prospectus, there are no claims, payments, arrangements, 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 Initial Shareholder Stockholder 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 Initial Shareholder Stockholder that may affect the Underwriters’ compensation, as determined by the FINRA. 2.18.2 The Except as described in the Preliminary Prospectus and/or 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 of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) any FINRA member; or (iii) any person or entity that has any direct or indirect affiliation or association with any FINRA member, within the twelve (12) months prior to the Effective Date, other than payments to the RepresentativeRepresentatives. 2.18.3 No Except as described in the Preliminary Prospectus and/or the Prospectus and excluding US Tiger and Xuedong (Xxxx) Tian, the CEO and Director of the Company and Managing Director and Head of Capital Markets of US Tiger, no officer, director, or, to the Company’s knowledge, beneficial owner of any class of the Company’s securities (whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) (any such individual or entityentity excluding US Tiger and Xuedong (Xxxx) Tian, a “Company Affiliate”) is a member, or a person associated or affiliated with a member, of FINRA, except as disclosed in the Questionnaires completed by such officer, director, or beneficial owner of any class of the Company’s securities and provided to the Underwriters. 2.18.4 Except as disclosed in the Questionnaires provided to the RepresentativeRepresentatives or in the Preliminary Prospectus and/or the Prospectus, no Company Affiliate is an owner of stock or other securities of any member of FINRA (other than securities purchased on the open market). 2.18.5 No Company Affiliate has made a subordinated loan to any member of FINRA. 2.18.6 Except as disclosed described in the Questionnaires provided to Preliminary Prospectus and/or the RepresentativeProspectus, no proceeds from the sale of the Public Securities (excluding underwriting compensation) or the Placement Shares Units or Additional Placement Shares Units will be paid to any FINRA member, or any persons associated or affiliated with a member of FINRA. 2.18.7 Except as disclosed described in the Questionnaires provided to Preliminary Prospectus and/or the RepresentativeProspectus, the Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a 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. 2.18.8 Except as disclosed described in the Questionnaires provided to Preliminary Prospectus and/or the RepresentativeProspectus, 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 has any relationship or affiliation or association with any member of the FINRA. 2.18.9 Except as disclosed described in the Questionnaires provided to Preliminary Prospectus and/or the RepresentativeProspectus, no FINRA member intending to participate in the Offering has a conflict of interest 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 the FINRA. 2.18.10 Except with respect to the Representative Representatives in connection with the OfferingOffering or as described in the Preliminary Prospectus and/or 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, which arrangement or agreement provides for the receipt of any item of value and/or the transfer of any warrants, options, or other securities from the Company to a FINRA member, any person associated with a member (as defined by FINRA rules), any potential underwriters in the Offering and any related persons.

Transactions Affecting Disclosure to Finra. 2.18.1 Except as described in the Preliminary Prospectus and/or the Prospectus, there are no claims, payments, arrangements, 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 Initial Shareholder Stockholder 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 Initial Shareholder Stockholder that may affect the Underwriters’ compensation, as determined by the FINRA. 2.18.2 The Except as described in the Preliminary Prospectus and/or 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 of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) any FINRA member; or (iii) any person or entity that has any direct or indirect affiliation or association with any FINRA member, within the twelve (12) months prior to the Effective Date, other than payments to the Representative. 2.18.3 No Except as described in the Preliminary Prospectus and/or the Prospectus, no officer, director, or, to the Company’s knowledge, beneficial owner of any class of the Company’s securities (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 member, or a person associated or affiliated with a member, of FINRA, except as disclosed in the Questionnaires completed by such officer, director, or beneficial owner of any class of the Company’s securities and provided to the Underwriters. 2.18.4 Except as disclosed in the Questionnaires provided to the RepresentativeRepresentative or in the Preliminary Prospectus and/or the Prospectus, no Company Affiliate is an owner of stock or other securities of any member of FINRA (other than securities purchased on the open market). 2.18.5 No Company Affiliate has made a subordinated loan to any member of FINRA. 2.18.6 Except as disclosed described in the Questionnaires provided to Preliminary Prospectus and/or the RepresentativeProspectus, no proceeds from the sale of the Public Securities (excluding underwriting compensation) or the Placement Shares Warrants or Additional Placement Shares Warrants will be paid to any FINRA member, or any persons associated or affiliated with a member of FINRA. 2.18.7 Except as disclosed described in the Questionnaires provided to Preliminary Prospectus and/or the RepresentativeProspectus, the Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a 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. 2.18.8 Except as disclosed described in the Questionnaires provided to Preliminary Prospectus and/or the RepresentativeProspectus, 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 has any relationship or affiliation or association with any member of the FINRA. 2.18.9 Except as disclosed described in the Questionnaires provided to Preliminary Prospectus and/or the RepresentativeProspectus, no FINRA member intending to participate in the Offering has a conflict of interest 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 the FINRA. 2.18.10 Except with respect to the Representative in connection with the OfferingOffering or as described in the Preliminary Prospectus and/or 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, which arrangement or agreement provides for the receipt of any item of value and/or the transfer of any warrants, options, or other securities from the Company to a FINRA member, any person associated with a member (as defined by FINRA rules), any potential underwriters in the Offering and any related persons.

Transactions Affecting Disclosure to Finra. 2.18.1 2.17.1 Except as described in the Preliminary Prospectus and/or the Prospectus, there are no claims, payments, arrangements, 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 Initial Shareholder Stockholder 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 Initial Shareholder Stockholder that may affect the Underwriters’ compensation, as determined by the FINRA. 2.18.2 The 2.17.2 Except as described in the Preliminary Prospectus and/or 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 of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) any FINRA member; or (iii) any person or entity that has any direct or indirect affiliation or association with any FINRA member, within the twelve (12) months prior to the Effective Date, other than payments to the Representative. 2.18.3 No 2.17.3 Except as described in the Preliminary Prospectus and/or the Prospectus, no officer, director, or, to the Company’s knowledge, beneficial owner of any class of the Company’s securities (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 member, or a person associated or affiliated with a member, of FINRA, except as disclosed in the Questionnaires completed by such officer, director, or beneficial owner of any class of the Company’s securities and provided to the Underwriters. 2.18.4 2.17.4 Except as disclosed in the Questionnaires provided to the RepresentativeRepresentative or in the Preliminary Prospectus and/or the Prospectus, no Company Affiliate is an owner of stock or other securities of any member of FINRA (other than securities purchased on the open market). 2.18.5 2.17.5 No Company Affiliate has made a subordinated loan to any member of FINRA. 2.18.6 2.17.6 Except as disclosed described in the Questionnaires provided to Preliminary Prospectus and/or the RepresentativeProspectus, no proceeds from the sale of the Public Securities (excluding underwriting compensation) or the Placement Shares Units or Additional Placement Shares Units will be paid to any FINRA member, or any persons associated or affiliated with a member of FINRA. 2.18.7 2.17.7 Except as disclosed described in the Questionnaires provided to Preliminary Prospectus and/or the RepresentativeProspectus, the Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a 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. 2.18.8 2.17.8 Except as disclosed described in the Questionnaires provided to Preliminary Prospectus and/or the RepresentativeProspectus, 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 has any relationship or affiliation or association with any member of the FINRA. 2.18.9 2.17.9 Except as disclosed described in the Questionnaires provided to Preliminary Prospectus and/or the RepresentativeProspectus, no FINRA member intending to participate in the Offering has a conflict of interest 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 the FINRA. 2.18.10 2.17.10 Except with respect to the Representative in connection with the OfferingOffering or as described in the Preliminary Prospectus and/or 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, which arrangement or agreement provides for the receipt of any item of value and/or the transfer of any warrants, options, or other securities from the Company to a FINRA member, any person associated with a member (as defined by FINRA rules), any potential underwriters in the Offering and any related persons.

Transactions Affecting Disclosure to Finra. 2.18.1 Except as described in the Preliminary Prospectus and/or the Prospectus, there are no claims, payments, arrangements, 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 Initial Shareholder 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 Initial Shareholder that may affect the Underwriters’ ' compensation, as determined by the FINRA. 2.18.2 The Except as described in the Preliminary Prospectus and/or 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 of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) any FINRA member; or (iii) any person or entity that has any direct or indirect affiliation or association with any FINRA member, within the twelve (12) months prior to the Effective Date, other than payments to the RepresentativeRepresentatives. 2.18.3 No officer, director, or, to the Company’s knowledge, beneficial owner of any class of the Company’s securities (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 member, or a person associated or affiliated with a member, of FINRA, except as disclosed in the Questionnaires completed by such officer, director, or beneficial owner of any class of the Company’s securities and provided to the Underwriters. 2.18.4 Except as disclosed in the Questionnaires provided to the RepresentativeRepresentatives or in the Preliminary Prospectus and/or the Prospectus, no neither the Company Affiliate nor any of its affiliates is an owner of stock ordinary shares or other securities of any member of FINRA (other than securities purchased on the open market). 2.18.5 No 2.18.4 Neither the Company Affiliate nor any of its affiliates has made a subordinated loan to any member of FINRA. 2.18.6 2.18.5 Except as disclosed described in the Questionnaires provided to Preliminary Prospectus and/or the RepresentativeProspectus, no proceeds from the sale of the Public Securities (excluding underwriting compensation) or the Placement Shares Units or Additional Placement Shares Units will be paid to any FINRA member, or any persons associated or affiliated with a member of FINRA. 2.18.7 2.18.6 Except as disclosed described in the Questionnaires provided to Preliminary Prospectus and/or the RepresentativeProspectus, the Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a 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. 2.18.8 2.18.7 Except as disclosed described in the Questionnaires provided to Preliminary Prospectus and/or the RepresentativeProspectus, 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 has any relationship or affiliation or association with any member of the FINRA. 2.18.9 2.18.8 Except as disclosed described in the Questionnaires provided to Preliminary Prospectus and/or the RepresentativeProspectus, no FINRA member intending to participate in the Offering has a conflict of interest with the Company. For this purpose, a “conflict of interest” exists when a member of FINRA and its associated persons, parent 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 the FINRA. 2.18.10 2.18.9 Except with respect to the Representative Representatives in connection with the OfferingOffering or as described in the Preliminary Prospectus and/or 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, which arrangement or agreement provides for the receipt of any item of value and/or the transfer of any warrants, options, or other securities from the Company to a FINRA member, any person associated with a member (as defined by FINRA rules), any potential underwriters underwriter in the Offering and any related persons.

Transactions Affecting Disclosure to Finra. 2.18.1 2.18.1. Except as described in the Preliminary Prospectus and/or the ProspectusProspectus or as disclosed in FINRA questionnaire completed by the Company, there are no claims, payments, arrangements, agreements, letters of intent, engagement letters or understandings relating to the payment of a finder’s, consulting or origination fee by the Company or Company, any Initial Shareholder or, to the Company’s knowledge, any Anchor Investor 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 Initial Shareholder that may affect the Underwriters’ compensation, as determined by the FINRA. 2.18.2 2.18.2. 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 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 FINRA member; or (iii) to any person or entity that has any direct or indirect affiliation or association with any FINRA member, within the twelve (12) months prior to the Effective Date, other than payments to the Representative. 2.18.3 2.18.3. No officer, director, or, to the Company’s knowledge, any beneficial owner of any class of the Company’s securities (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 member, or a person associated associated, or affiliated with a member, member of FINRA, except as disclosed in the Questionnaires FINRA questionnaires completed by such officer, director, or beneficial owner of any class of the Company’s securities and provided to the Underwriters. 2.18.4 Except 2.18.4. No Company Affiliate, except as disclosed in FINRA questionnaires completed by such officer, director, or beneficial owner of any class of the Questionnaires Company’s securities and provided to the RepresentativeUnderwriters, no Company Affiliate is an owner of stock or other securities of any member of FINRA (other than securities purchased on the open market). 2.18.5 2.18.5. No Company Affiliate has made a subordinated loan to any member of FINRA. 2.18.6 2.18.6. Except as disclosed in FINRA questionnaires completed by such officer, director, or beneficial owner of any class of the Questionnaires Company’s securities and provided to the RepresentativeUnderwriters, no proceeds from the sale of the Public Securities (excluding underwriting compensation) or the Placement Shares or Additional Placement Shares Securities will be paid to any FINRA member, or any persons associated or affiliated with a member of FINRA, except as specifically authorized herein and in the Subscription Agreement. 2.18.7 Except as disclosed in the Questionnaires provided to the Representative, the 2.18.7. The Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a 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. 2.18.8 2.18.8. Except as disclosed in FINRA questionnaires completed by such officer, director, or beneficial owner of any class of the Questionnaires Company’s securities and provided to the RepresentativeUnderwriters and as described in the Registration Statement, 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 has any relationship or affiliation or association with any member of the FINRA. 2.18.9 Except as disclosed in the Questionnaires provided to the Representative, no 2.18.9. No FINRA member intending to participate in the Offering has a conflict of interest 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 the FINRA. 2.18.10 2.18.10. Except with respect to the Representative in connection with the OfferingOffering and except as disclosed in FINRA questionnaires completed by such officer, director, or beneficial owner of any class of the Company’s securities and provided to the Underwriters and as described in the Registration Statement, 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, which arrangement or agreement provides for the receipt of any item of value and/or the transfer of any warrants, options, or other securities from the Company to a FINRA member, any person associated with a member (as defined by FINRA rules), any potential underwriters in the Offering and any related persons.

Transactions Affecting Disclosure to Finra. 2.18.1 Except as described in the Preliminary Prospectus and/or the Prospectus, there are no claims, payments, arrangements, agreements, letters of intent, engagement letters agreements or understandings relating to the payment of a finder’s, consulting or origination fee by the Company or any the Initial Shareholder 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 the Initial Shareholder Stockholders that may affect the Underwriters’ compensation, as determined by the FINRA. 2.18.2 The Except as described in the Preliminary Prospectus and/or 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 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 FINRA member; or (iii) to any person or entity that has any direct or indirect affiliation or association with any FINRA member, within the twelve (12) months prior to the Effective Date, other than payments to the Representative. 2.18.3 No Except as described in the Preliminary Prospectus and/or the Prospectus, no officer, director, or, to the Company’s knowledge, or beneficial owner of any class of the Company’s securities (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 member, or a person associated associated, or affiliated with a member, member of FINRA, except as disclosed in the Questionnaires completed by such officer, director, or beneficial owner of any class of the Company’s securities and provided to the Underwriters. 2.18.4 Except as disclosed described in the Questionnaires provided to Preliminary Prospectus and/or the RepresentativeProspectus, no Company Affiliate is an owner of stock or other securities of any member of FINRA (other than securities purchased on the open market). 2.18.5 No Company Affiliate has made a subordinated loan to any member of FINRA. 2.18.6 Except as disclosed in the Questionnaires provided to the Representative, no No proceeds from the sale of the Public Securities (excluding underwriting compensation) or the Placement Shares or Additional Placement Shares Securities will be paid to any FINRA member, or any persons associated or affiliated with a member of FINRA, except as specifically authorized herein and in the Subscription Agreements. 2.18.7 Except as disclosed in the Questionnaires provided to the Representative, the The Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a 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. 2.18.8 Except as disclosed described in the Questionnaires provided to Preliminary Prospectus and/or the RepresentativeProspectus, 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 has any relationship or affiliation or association with any member of the FINRA. 2.18.9 Except as disclosed described in the Questionnaires provided to Preliminary Prospectus and/or the RepresentativeProspectus, no FINRA member intending to participate in the Offering has a conflict of interest 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 the FINRA. 2.18.10 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, which arrangement or agreement provides for the receipt of any item of value and/or the transfer of any warrants, options, or other securities from the Company to a FINRA member, any person associated with a member (as defined by FINRA rules), any potential underwriters in the Offering and any related persons.

Transactions Affecting Disclosure to Finra. 2.18.1 Except as described in the Preliminary Prospectus and/or the Prospectus, there are no claims, payments, arrangements, 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 Initial Shareholder 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 Initial Shareholder that may affect the Underwriters’ compensation, as determined by the FINRA. 2.18.2 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 of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) any FINRA member; or (iii) any person or entity that has any direct or indirect affiliation or association with any FINRA member, within the twelve (12) months prior to the Effective Date, other than payments to the RepresentativeRepresentatives. 2.18.3 No officer, director, or, to the Company’s knowledge, beneficial owner of any class of the Company’s securities (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 member, or a person associated or affiliated with a member, of FINRA, except as disclosed in the Questionnaires completed by such officer, director, or beneficial owner of any class of the Company’s securities and provided to the Underwriters. 2.18.4 Except as disclosed in the Questionnaires provided to the RepresentativeRepresentatives, no Company Affiliate is an owner of stock shares or other securities of any member of FINRA (other than securities purchased on the open market). 2.18.5 No Company Affiliate has made a subordinated loan to any member of FINRA. 2.18.6 Except as disclosed in the Questionnaires provided to the RepresentativeRepresentatives, no proceeds from the sale of the Public Securities (excluding underwriting compensation) or the Private Placement Shares Units or Additional Private Placement Shares Units will be paid to any FINRA member, or any persons associated or affiliated with a member of FINRA. 2.18.7 Except as disclosed in the Questionnaires provided to the RepresentativeRepresentatives, the Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a 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. 2.18.8 Except as disclosed in the Questionnaires provided to the RepresentativeRepresentatives, 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 has any relationship or affiliation or association with any member of the FINRA. 2.18.9 Except as disclosed in the Questionnaires provided to the RepresentativeRepresentatives, no FINRA member intending to participate in the Offering has a conflict of interest with the Company. For this purpose, a “conflict of interest” exists when a member of FINRA and its associated persons, parent 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 members, and all dealers which are members of the FINRA. 2.18.10 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, which arrangement or agreement provides for the receipt of any item of value and/or the transfer of any warrants, options, or other securities from the Company to a FINRA member, any person associated with a member (as defined by FINRA rules), any potential underwriters in the Offering and any related persons.

Transactions Affecting Disclosure to Finra. 2.18.1 Except as described in the Preliminary Prospectus and/or the Prospectus, there are no claims, payments, arrangements, 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 Initial Shareholder Stockholder 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 Initial Shareholder Stockholder that may affect the Underwriters’ compensation, as determined by the FINRA. 2.18.2 The Except as described in the Preliminary Prospectus and/or 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 of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) any FINRA member; or (iii) any person or entity that has any direct or indirect affiliation or association with any FINRA member, within the twelve (12) months prior to the Effective Date, other than payments to the RepresentativeRepresentatives. 2.18.3 No Except as described in the Preliminary Prospectus and/or the Prospectus and excluding US Tiger and Lxx Xxxxx to the extent that US Tiger has acquired or will acquire certain founder shares as the designee of Lxx Xxxxx, the CEO of the Company and US Tiger, no officer, director, or, to the Company’s knowledge, beneficial owner of any class of the Company’s securities (whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) (any such individual or entityentity excluding US Tiger and Lxx Xxxxx, a “Company Affiliate”) is a member, or a person associated or affiliated with a member, of FINRA, except as disclosed in the Questionnaires completed by such officer, director, or beneficial owner of any class of the Company’s securities and provided to the Underwriters. 2.18.4 Except as disclosed in the Questionnaires provided to the RepresentativeRepresentatives or in the Preliminary Prospectus and/or the Prospectus,, no Company Affiliate is an owner of stock or other securities of any member of FINRA (other than securities purchased on the open market). 2.18.5 No Company Affiliate has made a subordinated loan to any member of FINRA. 2.18.6 Except as disclosed described in the Questionnaires provided to Preliminary Prospectus and/or the RepresentativeProspectus, no proceeds from the sale of the Public Securities (excluding underwriting compensation) or the Placement Shares or Additional Placement Shares will be paid to any FINRA member, or any persons associated or affiliated with a member of FINRA. 2.18.7 Except as disclosed described in the Questionnaires provided to Preliminary Prospectus and/or the RepresentativeProspectus, the Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a 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. 2.18.8 Except as disclosed described in the Questionnaires provided to Preliminary Prospectus and/or the RepresentativeProspectus, 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 has any relationship or affiliation or association with any member of the FINRA. 2.18.9 Except as disclosed described in the Questionnaires provided to Preliminary Prospectus and/or the RepresentativeProspectus, no FINRA member intending to participate in the Offering has a conflict of interest 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 the FINRA. 2.18.10 Except with respect to the Representative Representatives in connection with the OfferingOffering or as described in the Preliminary Prospectus and/or 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, which arrangement or agreement provides for the receipt of any item of value and/or the transfer of any warrants, options, or other securities from the Company to a FINRA member, any person associated with a member (as defined by FINRA rules), any potential underwriters in the Offering and any related persons.

Transactions Affecting Disclosure to Finra. 2.18.1 Except as described in the Preliminary Prospectus and/or the Prospectus, there are no claims, payments, arrangements, 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 Initial Shareholder 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 Initial Shareholder that may affect the Underwriters’ compensation, as determined by the FINRA. 2.18.2 The Except as described in the Preliminary Prospectus and/or 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 of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) any FINRA member; or (iii) any person or entity that has any direct or indirect affiliation or association with any FINRA member, within the twelve (12) months prior to the Effective Date, other than payments to the RepresentativeRepresentatives. 2.18.3 No Except as described in the Preliminary Prospectus and/or the Prospectus and excluding US Tiger and Xxx Xxxxx to the extent that US Tiger has acquired or will acquire certain founder shares as the designee of Xxx Xxxxx, the CEO of the Company and US Tiger, no officer, director, or, to the Company’s knowledge, beneficial owner of any class of the Company’s securities (whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) (any such individual or entityentity excluding US Tiger and Xxx Xxxxx, a “Company Affiliate”) is a member, or a person associated or affiliated with a member, of FINRA, except as disclosed in the Questionnaires completed by such officer, director, or beneficial owner of any class of the Company’s securities and provided to the Underwriters. 2.18.4 Except as disclosed in the Questionnaires provided to the RepresentativeRepresentatives or in the Preliminary Prospectus and/or the Prospectus, no Company Affiliate is an owner of stock Ordinary Shares or other securities of any member of FINRA (other than securities purchased on the open market). 2.18.5 No Company Affiliate has made a subordinated loan to any member of FINRA. 2.18.6 Except as disclosed described in the Questionnaires provided to Preliminary Prospectus and/or the RepresentativeProspectus, no proceeds from the sale of the Public Securities (excluding underwriting compensation) or the Placement Shares Units or Additional Placement Shares Units will be paid to any FINRA member, or any persons associated or affiliated with a member of FINRA. 2.18.7 Except as disclosed described in the Questionnaires provided to Preliminary Prospectus and/or the RepresentativeProspectus, the Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a 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. 2.18.8 Except as disclosed described in the Questionnaires provided to Preliminary Prospectus and/or the RepresentativeProspectus, 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 has any relationship or affiliation or association with any member of the FINRA. 2.18.9 Except as disclosed described in the Questionnaires provided to Preliminary Prospectus and/or the RepresentativeProspectus, no FINRA member intending to participate in the Offering has a conflict of interest 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 the FINRA. 2.18.10 Except with respect to the Representative Representatives in connection with the OfferingOffering or as described in the Preliminary Prospectus and/or 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, which arrangement or agreement provides for the receipt of any item of value and/or the transfer of any warrants, options, or other securities from the Company to a FINRA member, any person associated with a member (as defined by FINRA rules), any potential underwriters in the Offering and any related persons.

Transactions Affecting Disclosure to Finra. 2.18.1 Except as described in the Preliminary Prospectus and/or the Prospectus, there are no claims, payments, arrangements, 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 Initial Shareholder 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 Initial Shareholder that may affect the Underwriters’ compensation, as determined by the FINRA. 2.18.2 The Except as described in the Preliminary Prospectus and/or 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 of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) any FINRA member; or (iii) any person or entity that has any direct or indirect affiliation or association with any FINRA member, within the twelve (12) months prior to the Effective Date, other than payments to the Representative. 2.18.3 No officer, director, or, to the Company’s knowledge, beneficial owner of any class of the Company’s securities (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 member, or a person associated or affiliated with a member, of FINRA, except as disclosed in the Questionnaires completed by such officer, director, or beneficial owner of any class of the Company’s securities and provided to the Underwriters. 2.18.4 Except as disclosed in the Questionnaires provided to the RepresentativeRepresentative or in the Preliminary Prospectus and/or the Prospectus, no neither the Company Affiliate nor any of its affiliates is an owner of stock ordinary shares or other securities of any member of FINRA (other than securities purchased on the open market). 2.18.5 No 2.18.4 Neither the Company Affiliate nor any of its affiliates has made a subordinated loan to any member of FINRA. 2.18.6 2.18.5 Except as disclosed described in the Questionnaires provided to Preliminary Prospectus and/or the RepresentativeProspectus, no proceeds from the sale of the Public Securities (excluding underwriting compensation) or the Placement Shares Units or Additional Placement Shares Units will be paid to any FINRA member, or any persons associated or affiliated with a member of FINRA. 2.18.7 2.18.6 Except as disclosed described in the Questionnaires provided to Preliminary Prospectus and/or the RepresentativeProspectus, the Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a 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. 2.18.8 2.18.7 Except as disclosed described in the Questionnaires provided to Preliminary Prospectus and/or the RepresentativeProspectus, 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 has any relationship or affiliation or association with any member of the FINRA. 2.18.9 2.18.8 Except as disclosed described in the Questionnaires provided to Preliminary Prospectus and/or the RepresentativeProspectus, no FINRA member intending to participate in the Offering has a conflict of interest with the Company. For this purpose, a “conflict of interest” exists when a member of FINRA and its associated persons, parent 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 the FINRA. 2.18.10 2.18.9 Except with respect to the Representative in connection with the OfferingOffering or as described in the Preliminary Prospectus and/or 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, which arrangement or agreement provides for the receipt of any item of value and/or the transfer of any warrants, options, or other securities from the Company to a FINRA member, any person associated with a member (as defined by FINRA rules), any potential underwriters underwriter in the Offering and any related persons.

Transactions Affecting Disclosure to Finra. 2.18.1 Except as described in the Preliminary Prospectus and/or the Prospectus, there are no claims, payments, arrangements, 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 Initial Shareholder Stockholder 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 Initial Shareholder Stockholder that may affect the Underwriters’ compensation, as determined by the FINRA. 2.18.2 The Except as described in the Preliminary Prospectus and/or 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 of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) any FINRA member; or (iii) any person or entity that has any direct or indirect affiliation or association with any FINRA member, within the twelve (12) months prior to the Effective Date, other than payments to the Representative. 2.18.3 No Except as described in the Preliminary Prospectus and/or the Prospectus, no officer, director, or, to the Company’s knowledge, beneficial owner of any class of the Company’s securities (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 member, or a person associated or affiliated with a member, of FINRA, except as disclosed in the Questionnaires completed by such officer, director, or beneficial owner of any class of the Company’s securities and provided to the Underwriters. 2.18.4 Except as disclosed in the Questionnaires provided to the RepresentativeRepresentative or in the Preliminary Prospectus and/or the Prospectus, no Company Affiliate is an owner of stock or other securities of any member of FINRA (other than securities purchased on the open market). 2.18.5 No Company Affiliate has made a subordinated loan to any member of FINRA. 2.18.6 Except as disclosed described in the Questionnaires provided to Preliminary Prospectus and/or the RepresentativeProspectus, no proceeds from the sale of the Public Securities (excluding underwriting compensation) or the Placement Shares Warrants or Additional Placement Shares Warrants will be paid to any FINRA member, or any persons associated or affiliated with a member of FINRA. 2.18.7 Except as disclosed described in the Questionnaires provided to Preliminary Prospectus and/or the RepresentativeProspectus, the Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a potential underwriter in the Offering or a related person (as defined by FINRA rules) of such an underwriter within the 180-180- day period prior to the initial filing date of the Registration Statement. 2.18.8 Except as disclosed described in the Questionnaires provided to Preliminary Prospectus and/or the RepresentativeProspectus, 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 has any relationship or affiliation or association with any member of the FINRA. 2.18.9 Except as disclosed described in the Questionnaires provided to Preliminary Prospectus and/or the RepresentativeProspectus, no FINRA member intending to participate in the Offering has a conflict of interest 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 the FINRA. 2.18.10 Except with respect to the Representative in connection with the OfferingOffering or as described in the Preliminary Prospectus and/or 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, which arrangement or agreement provides for the receipt of any item of value and/or the transfer of any warrants, options, or other securities from the Company to a FINRA member, any person associated with a member (as defined by FINRA rules), any potential underwriters in the Offering and any related persons.

Transactions Affecting Disclosure to Finra. 2.18.1 Except as described in the Preliminary Prospectus and/or the Prospectus, there are no claims, payments, arrangements, 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 Initial Shareholder 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 Initial Shareholder that may affect the Underwriters’ compensation, as determined by the FINRA. 2.18.2 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 of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) any FINRA member; or (iii) any person or entity that has any direct or indirect affiliation or association with any FINRA member, within the twelve (12) months prior to the Effective Date, other than payments to the Representative. 2.18.3 No officer, director, or, to the Company’s knowledge, beneficial owner of any class of the Company’s securities (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 member, or a person associated or affiliated with a member, of FINRA, except as disclosed in the Questionnaires completed by such officer, director, or beneficial owner of any class of the Company’s securities and provided to the Underwriters. 2.18.4 Except as disclosed in the Questionnaires provided to the Representative, no Company Affiliate is an owner of stock or other securities of any member of FINRA (other than securities purchased on the open market). 2.18.5 No Company Affiliate has made a subordinated loan to any member of FINRA. 2.18.6 Except as disclosed in the Questionnaires provided to the Representative, no proceeds from the sale of the Public Securities (excluding underwriting compensation) or the Placement Shares Securities or Additional Placement Shares Securities will be paid to any FINRA member, or any persons associated or affiliated with a member of FINRA. 2.18.7 Except as disclosed in the Questionnaires provided to the Representative, the Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a 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. 2.18.8 Except as disclosed in the Questionnaires provided to the Representative, 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 has any relationship or affiliation or association with any member of the FINRA. 2.18.9 Except as disclosed in the Questionnaires provided to the Representative, no FINRA member intending to participate in the Offering has a conflict of interest 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 the FINRA. 2.18.10 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, which arrangement or agreement provides for the receipt of any item of value and/or the transfer of any warrants, options, or other securities from the Company to a FINRA member, any person associated with a member (as defined by FINRA rules), any potential underwriters in the Offering and any related persons.

Transactions Affecting Disclosure to Finra. 2.18.1 Except as described in the Preliminary Prospectus and/or the Prospectus, there are no claims, payments, arrangements, 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 Initial Shareholder 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 Initial Shareholder that may affect the Underwriters’ Underwriter’s compensation, as determined by the FINRA. 2.18.2 The Except as described in the Preliminary Prospectus and/or 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 of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) any FINRA member; or (iii) any person or entity that has any direct or indirect affiliation or association with any FINRA member, within the twelve (12) months prior to the Effective Date, other than payments to the Representative. 2.18.3 No officer, director, or, to the Company’s knowledge, beneficial owner of any class of the Company’s securities (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 member, or a person associated or affiliated with a member, of FINRA, except as disclosed in the Questionnaires completed by such officer, director, or beneficial owner of any class of the Company’s securities and provided to the Underwriters. 2.18.4 Except as disclosed in the Questionnaires provided to the RepresentativeRepresentative or in the Preliminary Prospectus and/or the Prospectus, no neither the Company Affiliate nor any of its affiliates is an owner of stock ordinary shares or other securities of any member of FINRA (other than securities purchased on the open market). 2.18.5 No 2.18.4 Neither the Company Affiliate nor any of its affiliates has made a subordinated loan to any member of FINRA. 2.18.6 2.18.5 Except as disclosed described in the Questionnaires provided to Preliminary Prospectus and/or the RepresentativeProspectus, no proceeds from the sale of the Public Securities (excluding underwriting compensation) or the Placement Shares Units or Additional Placement Shares Units will be paid to any FINRA member, or any persons associated or affiliated with a member of FINRA. 2.18.7 2.18.6 Except as disclosed described in the Questionnaires provided to Preliminary Prospectus and/or the RepresentativeProspectus, the Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a 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. 2.18.8 2.18.7 Except as disclosed described in the Questionnaires provided to Preliminary Prospectus and/or the RepresentativeProspectus, 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 has any relationship or affiliation or association with any member of the FINRA. 2.18.9 2.18.8 Except as disclosed described in the Questionnaires provided to Preliminary Prospectus and/or the RepresentativeProspectus, no FINRA member intending to participate in the Offering has a conflict of interest with the Company. For this purpose, a “conflict of interest” exists when a member of FINRA and its associated persons, parent 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 the FINRA. 2.18.10 2.18.9 Except with respect to the Representative in connection with the OfferingOffering or as described in the Preliminary Prospectus and/or 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, which arrangement or agreement provides for the receipt of any item of value and/or the transfer of any warrants, options, or other securities from the Company to a FINRA member, any person associated with a member (as defined by FINRA rules), any potential underwriters underwriter in the Offering and any related persons.

Transactions Affecting Disclosure to Finra. 2.18.1 Except as described in the Preliminary Prospectus and/or the Prospectus, there are no claims, payments, arrangements, 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 Initial Shareholder Stockholder 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 Initial Shareholder Stockholder that may affect the Underwriters’ compensation, as determined by the FINRA. 2.18.2 The Except as described in the Preliminary Prospectus and/or 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 of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) any FINRA member; or (iii) any person or entity that has any direct or indirect affiliation or association with any FINRA member, within the twelve (12) months prior to the Effective Date, other than payments to the Representative. 2.18.3 No Except as described in the Preliminary Prospectus and/or the Prospectus, no officer, director, or, to the Company’s knowledge, beneficial owner of any class of the Company’s securities (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 member, or a person associated or affiliated with a member, of FINRA, except as disclosed in the Questionnaires completed by such officer, director, or beneficial owner of any class of the Company’s securities and provided to the Underwriters. 2.18.4 Except as disclosed in the Questionnaires provided to the RepresentativeRepresentative or in the Preliminary Prospectus and/or the Prospectus, no Company Affiliate is an owner of stock or other securities of any member of FINRA (other than securities purchased on the open market). 2.18.5 No Company Affiliate has made a subordinated loan to any member of FINRA. 2.18.6 Except as disclosed described in the Questionnaires provided to Preliminary Prospectus and/or the RepresentativeProspectus, no proceeds from the sale of the Public Securities (excluding underwriting compensation) or the Placement Shares Units or Additional Placement Shares Units will be paid to any FINRA member, or any persons associated or affiliated with a member of FINRA. 2.18.7 Except as disclosed described in the Questionnaires provided to Preliminary Prospectus and/or the RepresentativeProspectus, the Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a 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. 2.18.8 Except as disclosed described in the Questionnaires provided to Preliminary Prospectus and/or the RepresentativeProspectus, 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 has any relationship or affiliation or association with any member of the FINRA. 2.18.9 Except as disclosed described in the Questionnaires provided to Preliminary Prospectus and/or the RepresentativeProspectus, no FINRA member intending to participate in the Offering has a conflict of interest 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 the FINRA. 2.18.10 Except with respect to the Representative in connection with the OfferingOffering or as described in the Preliminary Prospectus and/or 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, which arrangement or agreement provides for the receipt of any item of value and/or the transfer of any warrants, options, or other securities from the Company to a FINRA member, any person associated with a member (as defined by FINRA rules), any potential underwriters in the Offering and any related persons.