Common use of Unit Private Placement Clause in Contracts

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to the Unit Purchase Agreement (as defined in Section 2.21.2 hereof), 450,000 units, which units are identical to the Firm Units subject to certain exceptions (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Units is referred to herein as the “Unit Private Placement.” None of the Placement Units nor the underlying shares of Common Stock (“Placement Shares”) and Warrants (“Placement Warrants”) may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Placement Units, Placement Shares and Placement Warrants and shares of Common Stock issuable upon exercise of the Placement Warrants are hereinafter referred to collectively as the “Placement Securities”. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities. The Placement Warrants are identical to the Warrants except that (i) the Placement Warrants will be non-redeemable by the Company and (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In addition, the Placement Warrants may not be exercised after five years from the effective date of the Registration Statement if held by Cantor or its designees or affiliates. Except as described in the Registration Statement, none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities and the Founder Shares are hereinafter referred to collectively as the “Securities”.

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to the a Sponsor Unit Purchase Agreement (as defined in Section 2.21.2 hereof), 450,000 unitsbelow) an aggregate of 486,500 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company, pursuant to the Sponsor Unit Purchase Agreement, up to an additional 30,000 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of purchase price for the Placement Units is referred to herein be paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the “Unit Private Placement.” None of case may be. The Placement Units, the Placement Units nor Ordinary Shares (the underlying shares of Common Stock (“Placement Shares”) and the Warrants (the “Placement Warrants”) may be sold, assigned or transferred by underlying the Sponsor or its permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Placement Units, Placement and the Ordinary Shares and Placement Warrants and shares of Common Stock issuable upon exercise of the Placement Warrants Warrants, are hereinafter referred to collectively as the “Placement Securities”. .” No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement SecuritiesSecurities sold in the Unit Private Placement. The Placement Warrants Units are identical to the Warrants Firm Units except that (i) the Placement Warrants will be non-redeemable by the Company and (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In addition, the Placement Warrants may not be exercised after five years from the effective date of the Registration Statement if held by Cantor or its designees or affiliates. Except as described in the Registration Statement, none of the Placement Securities may be sold, assigned or transferred by the Sponsor Sponsor, the Underwriters or its their permitted transferees until thirty (30) days after consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities and the Founder Shares are hereinafter referred to collectively as the “Securities.”.

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor Sponsors and the Representative will purchase from the Company pursuant to the Unit Purchase Agreement Agreements (as defined in Section 2.21.2 2.22.2 hereof) an aggregate of 690,000 units (580,000 placement units by the Sponsors and 110,000 placement units by the Representative), 450,000 units, which units are identical to the Firm Units subject to certain exceptions (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Units is referred to herein as the “Unit Private Placement.” None of the Placement Units nor the underlying shares of Common Stock (“Placement Shares”) and Warrants (“Placement Warrants”) may be sold, assigned or transferred by the Sponsor Sponsors, the Representative or its their permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Units, Placement Shares Units and Placement Warrants the underlying component securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and shares will therefore be subject to lock-up for a period of Common Stock issuable upon exercise 180 days immediately following the commencement of sales of the Placement Warrants are hereinafter referred Offering, subject to collectively as certain limited exceptions, pursuant to Rule 5110(e)(1) of the “Placement Securities”FINRA Manual. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities. The Placement Warrants are identical to the Warrants except that (i) the Placement Warrants will be non-redeemable by the Company and (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In additionAccordingly, the Placement Warrants Units and the underlying component securities may not be exercised after five years from sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the effective date of the Registration Statement if held by Cantor or its designees or affiliates. Except as described except to any FINRA member participating in the Registration StatementOffering and the officers or partners thereof, none if all securities so transferred remain subject to the lock-up restriction for the remainder of the Placement Securities may be soldtime period, assigned or transferred by for a period of 180 days immediately following the Sponsor or its permitted transferees until thirty (30) days after consummation effective date of the Company’s initial Business Combination. The Public Securities, Registration Statement or commencement of sales of the Placement Securities and the Founder Shares are hereinafter referred to collectively as the “Securities”Offering.

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to the Unit Purchase Agreement (as defined in Section 2.21.2 hereof), 450,000 500,000 units, which units are identical to the Firm Units subject to certain exceptions (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Units is referred to herein as the “Unit Private Placement.” None of the Placement Units nor the underlying shares of Common Stock (“Placement Shares”) and Warrants (“Placement Warrants”) may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Placement Units, Placement Shares and Placement Warrants and shares of Common Stock issuable upon exercise of the Placement Warrants are hereinafter referred to collectively as the “Placement Securities”. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities. The Placement Warrants are identical to the Warrants except that (i) the Placement Warrants will be non-redeemable by the Company and (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In addition, the Placement Warrants may not be exercised after five years from the effective date of the Registration Statement if held by Cantor or its designees or affiliates. Except as described in the Registration Statement, none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities Securities, and the Founder Shares are hereinafter referred to collectively as the “Securities”.

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor and the Underwriters will purchase from the Company pursuant to the Unit Private Units Purchase Agreement (as defined in Section 2.21.2 2.20.2.1 hereof) and the Underwriter Private Placement Units Purchase Agreement (as defined in Section 2.20.2.2 hereof), 450,000 units662,500 private placement units (400,000 units to be purchased by the Sponsor and 262,500 units to be purchased by the Underwriters), which units are identical to the Firm Units subject to certain exceptions (the “Placement Units”) at a purchase price of $10.00 per unit (the “Private Placement Units”) in private placements intended to be exempt from registration under Act, pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Underwriters will purchase from the Company pursuant to the Underwriter Private Placement Units Purchase Agreement up to an additional 39,375 Private Placement Units, at a purchase price of $10.00 per Private Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the ActAct (the “Option Private Placement Units”). The Private Placement Units and Option Private Placement Units, if any, are substantially identical to the Firm Units, subject to certain exceptions. The private placement of the Private Placement Units and the Option Private Placement Units, if any, is referred to herein as the “Unit Private Placement.” None of the Private Placement Units nor Units, the underlying shares of Common Stock Ordinary Shares (the “Private Placement Shares”) and Warrants nor underlying warrants (the “Private Placement Warrants”) may be sold, assigned or transferred by the Sponsor purchasers or its their permitted transferees until thirty (30) 30 days after consummation of a Business Combination. The Certain proceeds from the sale of the Private Placement Units and certain of the proceeds from the sale of the Option Private Placement Units, if any, shall be deposited into the Trust Account. The In addition, for as long as any Private Placement Units, Option Private Placement Units, underlying Ordinary Shares and underlying Private Placement Warrants are held by the Underwriters or their designees or affiliates, such Private Placement Units, Option Private Placement Units, the underlying Ordinary Shares, the underlying Private Placement Warrants and shares of Common Stock the Ordinary Shares issuable upon exercise of the Placement Warrants are hereinafter referred to collectively as the “Placement Securities”. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities. The Placement Warrants are identical pursuant to the Warrants except that (i) the Private Placement Warrants will be nonsubject to the lock-redeemable up and registration rights limitations imposed by the Company FINRA Rule 5110 and (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In addition, the Placement Warrants may not be exercised after five years from the effective date of the Registration Statement if held by Cantor or its designees or affiliates. Except (as described in the Registration Statement, none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities and the Founder Shares are hereinafter referred to collectively as the “Securities”defined herein).

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to the a Sponsor Unit Purchase Agreement (as defined in Section 2.21.2 hereof), 450,000 unitsbelow) an aggregate of 370,000 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 36,000 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of purchase price for the Placement Units is referred to herein be paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the “Unit Private Placement.” None of case may be. The Placement Units, the Placement Units nor Ordinary Shares (the underlying shares of Common Stock (“Placement Shares”) and Warrants Rights (the “Placement WarrantsRights”) may be soldunderlying the Placement Units, assigned or transferred by and the Sponsor or its permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale Ordinary Shares issuable upon conversion of the Placement Units shall be deposited into the Trust Account. The Placement Units, Placement Shares and Placement Warrants and shares of Common Stock issuable upon exercise of the Placement Warrants Rights are hereinafter referred to collectively as the “Placement Securities”. .” No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement SecuritiesSecurities sold in the Unit Private Placement. The Placement Warrants Units are identical to the Warrants Firm Units except that (i) the Placement Warrants will be non-redeemable by the Company and (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In addition, the Placement Warrants may not be exercised after five years from the effective date of the Registration Statement if held by Cantor or its designees or affiliates. Except as described in the Registration Statement, none of the Placement Securities may be sold, assigned or transferred by the Sponsor Sponsor, the Underwriters or its their permitted transferees until thirty (30) days after consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities Securities, the Representative Shares (as define in Section 1.5) and the Founder Shares are hereinafter referred to collectively as the “Securities.”.

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor Initial Shareholders and the Underwriters will purchase from the Company pursuant to the Unit Purchase Agreement Agreements (as defined in Section 2.21.2 hereof), 450,000 units522,813 private placement units (435,313 units to be purchased by the Initial Shareholders and 87,500 units to be purchased by the Representative), which units are identical to the Firm Units subject to certain exceptions (the “Placement Units”) at a purchase price of $10.00 per unit (the “Private Placement Units”) in a private placement intended to be exempt from registration under Act, pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Initial Shareholders and the Underwriters will purchase from the Company pursuant to the Purchase Agreement up to an additional 32,813 Private Placement Units (19,688 Private Placement Units to be purchased by the Initial Shareholders and 13,125 Private Placement Units to be purchased by the Representative), at a purchase price of $10.00 per Private Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the ActAct (the “Option Private Placement Units”). The Private Placement Units and Option Private Placement Units, if any, are substantially identical to the Firm Units, subject to certain exceptions. The private placement of the Private Placement Units and the Option Private Placement Units, if any, is referred to herein as the “Unit Private Placement.” None of the Private Placement Units nor Units, the underlying shares of Common Stock Ordinary Shares (the “Private Placement Shares”) and Warrants nor underlying warrants (the “Private Placement Warrants”) may be sold, assigned or transferred by the Sponsor purchasers or its their permitted transferees until thirty (30) days after consummation of a Business Combination. The Certain proceeds from the sale of the Private Placement Units and certain of the proceeds from the sale of the Option Private Placement Units, if any, shall be deposited into the Trust Account. The In addition, for as long as any Private Placement Units, Option Private Placement Units, underlying Ordinary Shares and underlying Private Placement Warrants and shares of Common Stock issuable upon exercise of the Placement Warrants are hereinafter referred to collectively as the “Placement Securities”. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities. The Placement Warrants are identical to the Warrants except that (i) the Placement Warrants will be non-redeemable by the Company and (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers Underwriters or their permitted transferees. In additiondesignees or affiliates, such Private Placement Units, Option Private Placement Units, the underlying Ordinary Shares, the underlying Private Placement Warrants and the Ordinary Shares issuable pursuant to the Private Placement Warrants, will be subject to the lock-up and registration rights limitations imposed by FINRA Rule 5110 and may not be exercised after five years from the effective date of the Registration Statement if held by Cantor or its designees or affiliates. Except (as described in the Registration Statement, none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities and the Founder Shares are hereinafter referred to collectively as the “Securities”defined herein).

Unit Private Placement. Simultaneously with the Closing Date, Insurance Investor and the Sponsor Representative will purchase from the Company pursuant to the Unit Purchase Agreement Agreements (as defined in Section 2.21.2 hereof) an aggregate of 425,000 units (375,000 units by Insurance Investor and 50,000 units by the Representative), 450,000 units, which units are identical to the Firm Units subject to certain exceptions (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Units is referred to herein as the “Unit Private Placement.” None of the Placement Units nor the underlying shares of Common Stock (“Placement Shares”) and Warrants (“Placement Warrants”) may be sold, assigned or transferred by the Sponsor Sponsors, the Representative or its their permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Units, Placement Shares Units and Placement Warrants the underlying component securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and shares will therefore be subject to lock-up for a period of Common Stock issuable upon exercise 180 days immediately following the date of effectiveness of the Placement Warrants are hereinafter referred Registration Statement (as defined below) or commencement of sales of the Offering, subject to collectively as certain limited exceptions, pursuant to Rule 5110(g)(1) of the “Placement Securities”FINRA Manual. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities. The Placement Warrants are identical to the Warrants except that (i) the Placement Warrants will be non-redeemable by the Company and (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In additionAccordingly, the Placement Warrants Units and the underlying component securities may not be exercised after five years from sold, transferred, assigned, pledged or hypothecated for 180 days immediately following the effective date of the Registration Statement if held by Cantor or its designees or affiliates. Except as described except to any FINRA member participating in the Registration StatementOffering and the officers or partners thereof, none if all securities so transferred remain subject to the lock-up restriction for the remainder of the Placement Securities time period, nor may they be soldthe subject of any hedging, assigned short sale, derivative, put, or transferred by call transaction that would result in the Sponsor or its permitted transferees until thirty (30) days after consummation effective economic disposition of the Company’s initial Business Combination. The Public Securities, securities by any person for a period of 180 days immediately following the Placement Securities and effective date of the Founder Shares are hereinafter referred to collectively as Registration Statement or commencement of sales of the “Securities”Offering.

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to the Unit Purchase Agreement (as defined in Section 2.21.2 hereof), 450,000 600,000 units, which units are identical to the Firm Units subject to certain exceptions (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Units is referred to herein as the “Unit Private Placement.” None of the Placement Units nor the underlying shares of Common Stock (“Placement Shares”) and Warrants (“Placement Warrants”) may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Placement Units, Placement Shares and Placement Warrants and shares of Common Stock issuable upon exercise of the Placement Warrants are hereinafter referred to collectively as the “Placement Securities”. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities. The Placement Warrants are identical to the Warrants except that (i) the Placement Warrants will be non-redeemable by the Company and (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In addition, the Placement Warrants may not be exercised after five years from the effective date of the Registration Statement if held by Cantor or its designees or affiliates. Except as described in the Registration Statement, none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities and the Founder Shares are hereinafter referred to collectively as the “Securities”.

Unit Private Placement. Simultaneously with the Closing Date, FinTech Investor and 3FIII, LLC (collectively, the Sponsor “Sponsors”) and the Representative will purchase from the Company pursuant to the Unit Purchase Agreement Agreements (as defined in Section 2.21.2 hereof), 450,000 830,000 units and 100,000 units, respectively, which units are identical to the Firm Units subject to certain exceptions (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Units is referred to herein as the “Unit Private Placement.” None of the Placement Units nor the underlying shares of Common Stock (“Placement Shares”) and Warrants (“Placement Warrants”) may be sold, assigned or transferred by the Sponsor Sponsors, the Representative or its their permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Units, Placement Shares Units and Placement Warrants the underlying component securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and shares will therefore be subject to lock-up for a period of Common Stock issuable upon exercise 180 days immediately following the date of effectiveness of the Placement Warrants are hereinafter referred Registration Statement (as defined below) or commencement of sales of the Offering, subject to collectively as certain limited exceptions, pursuant to Rule 5110(g)(1) of the “Placement Securities”FINRA Manual. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities. The Placement Warrants are identical to the Warrants except that (i) the Placement Warrants will be non-redeemable by the Company and (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In additionAccordingly, the Placement Warrants Units and the underlying component securities may not be exercised after five years from sold, transferred, assigned, pledged or hypothecated for 180 days immediately following the effective date of the Registration Statement if held by Cantor or its designees or affiliates. Except as described except to any FINRA member participating in the Registration StatementOffering and the officers or partners thereof, none if all securities so transferred remain subject to the lock-up restriction for the remainder of the Placement Securities time period, nor may they be soldthe subject of any hedging, assigned short sale, derivative, put, or transferred by call transaction that would result in the Sponsor or its permitted transferees until thirty (30) days after consummation effective economic disposition of the Company’s initial Business Combination. The Public Securities, securities by any person for a period of 180 days immediately following the Placement Securities and effective date of the Founder Shares are hereinafter referred to collectively as Registration Statement or commencement of sales of the “Securities”Offering.

Unit Private Placement. Simultaneously with the Closing Date, IAS and the Sponsor Representative will purchase from the Company pursuant to the Unit Purchase Agreement Agreements (as defined in Section 2.21.2 hereof) an aggregate of 540,000 units (452,500 units by IAS and 87,500 units by the Representative), 450,000 units, which units are identical to the Firm Units subject to certain exceptions (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Units is referred to herein as the “Unit Private Placement.” None of the Placement Units nor the underlying shares of Common Stock (“Placement Shares”) and Warrants (“Placement Warrants”) may be sold, assigned or transferred by the Sponsor Sponsors, the Representative or its their permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Units, Placement Shares Units and Placement Warrants the underlying component securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and shares will therefore be subject to lock-up for a period of Common Stock issuable upon exercise 180 days immediately following the date of effectiveness of the Placement Warrants are hereinafter referred Registration Statement (as defined below) or commencement of sales of the Offering, subject to collectively as certain limited exceptions, pursuant to Rule 5110(g)(1) of the “Placement Securities”FINRA Manual. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities. The Placement Warrants are identical to the Warrants except that (i) the Placement Warrants will be non-redeemable by the Company and (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In additionAccordingly, the Placement Warrants Units and the underlying component securities may not be exercised after five years from sold, transferred, assigned, pledged or hypothecated for 180 days immediately following the effective date of the Registration Statement if held by Cantor or its designees or affiliates. Except as described except to any FINRA member participating in the Registration StatementOffering and the officers or partners thereof, none if all securities so transferred remain subject to the lock-up restriction for the remainder of the Placement Securities time period, nor may they be soldthe subject of any hedging, assigned short sale, derivative, put, or transferred by call transaction that would result in the Sponsor or its permitted transferees until thirty (30) days after consummation effective economic disposition of the Company’s initial Business Combination. The Public Securities, securities by any person for a period of 180 days immediately following the Placement Securities and effective date of the Founder Shares are hereinafter referred to collectively as Registration Statement or commencement of sales of the “Securities”Offering.

Unit Private Placement. Simultaneously with On or prior to the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to the a Placement Unit Purchase Agreement (as defined in Section 2.21.2 hereof), 450,000 unitsbelow) an aggregate of 242,500 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor (and/or its designees) will purchase from the Company pursuant to a Placement Unit Purchase Agreement, up to an additional 15,000 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Securities Act pursuant to Section 4(a)(2) of the Securities Act. The private placement of purchase price for the Placement Units is referred to herein as the “Unit Private Placement.” None of the Placement Units nor the underlying shares of Common Stock (“Placement Shares”) and Warrants (“Placement Warrants”) may be sold, assigned or transferred paid by the Sponsor (and/or its designees) has been delivered to CST or its permitted transferees until thirty (30) days after consummation of counsel to the Company or the Representative to hold in a Business Combination. The proceeds from separate escrow account at least 24 hours prior to the sale of the Placement Units shall date hereof so that such funds are readily available to be deposited into delivered to the Trust AccountAccount on the Closing Date. The Placement Units, the shares of Common Stock, the warrants (the “Placement Shares Warrants”), and the rights (the “Placement Warrants Rights”) included in the Placement Units, and the shares of Common Stock issuable upon exercise of the Placement Warrants and conversion of the Placement Rights are hereinafter referred to collectively as the “Placement Securities”. .” No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement SecuritiesSecurities sold in the Unit Private Placement. The Placement Warrants Securities are identical to the Warrants Public Securities except that (i) the Placement Warrants will be non-redeemable by the Company and Company, (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In addition, the Placement Warrants may not be exercised after five years from the effective date of the Registration Statement if held by Cantor or its designees or affiliates. Except as described in the Registration Statement, (iii) none of the Placement Securities may be sold, assigned or transferred by the Sponsor Sponsor, the Underwriters or its their permitted transferees until thirty (30) days after consummation of the Company’s initial Business Combination, and (iv) shares of Common Stock issuable upon exercise of the Placement Warrants and conversion of the Placement Rights will be entitled to registration rights. The Public Securities, the Placement Securities and the Founder Shares are hereinafter referred to collectively as the “Securities”.

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to the Unit Purchase Agreement Agreements (as defined in Section 2.21.2 hereof), 700,000 private placement units (450,000 unitsunits to be purchased by the Sponsor and 250,000 to be purchased by the Representative), which units are identical to the Firm Units subject to certain exceptions (the “Placement Units”) at a purchase price of $10.00 per unit (the “Private Placement Units”) in a private placement intended to be exempt from registration under Act, pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Representative will purchase from the Company pursuant to the Representative Purchase Agreement up to an additional 60,000 Private Placement Units, at a purchase price of $10.00 per Private Placement Unit in a private placement intended to be exempt from registration under the Act Act, pursuant to Section 4(a)(2) of the ActAct (the “Option Private Placement Units”). The Private Placement Units and Option Private Placement Units, if any, are substantially identical to the Firm Units, subject to certain exceptions. The private placement of the Private Placement Units and the Option Private Placement Units, if any, is referred to herein as the “Unit Private Placement.” None of the Private Placement Units nor Units, the underlying shares of Common Stock Option Private Placement Units, the Class A Ordinary Shares (the “Private Placement Shares”) and Warrants or the warrants (the “Private Placement Warrants”) forming a part of the Private Placement Units and the Option Private Placement Units, or the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants may be sold, assigned or transferred by the Sponsor purchasers or its their permitted transferees until thirty (30) 30 days after consummation of a Business Combination. The Certain proceeds from the sale of the Private Placement Units and certain of the proceeds from the sale of the Option Private Placement Units, if any, shall be deposited into the Trust Account. The In addition, for as long as any Private Placement Units, Option Private Placement Units, underlying Private Placement Shares and underlying Private Placement Warrants are held by the Representative or its designees or affiliates, such Private Placement Units, Option Private Placement Units, the underlying Private Placement Shares, the underlying Private Placement Warrants and shares of Common Stock the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants are hereinafter referred to collectively as the “Placement Securities”. No underwriting discountsWarrants, commissions, or placement fees have been or will be payable in connection with the Placement Securities. The Placement Warrants are identical subject to the Warrants except that (i) the Placement Warrants will be nonlock-redeemable up and registration rights limitations imposed by the Company FINRA Rule 5110 and (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In addition, the Placement Warrants may not be exercised after five years from the effective date of the Registration Statement if held by Cantor or its designees or affiliates. Except (as described in the Registration Statement, none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities and the Founder Shares are hereinafter referred to collectively as the “Securities”defined herein).

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to the a Sponsor Unit Purchase Agreement (as defined in Section 2.21.2 hereof), 450,000 units2.25.2 below) an aggregate of 455,000 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Private Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 45,000 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Units is referred to herein as the “Unit Private Placement.” None of the Placement Units nor the underlying shares of Common Stock (“Placement Shares”) and Warrants (“Placement Warrants”) may be sold, assigned or transferred by the Sponsor Sponsor, the Underwriters or its their respective permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Placement Units, Placement Shares and Placement Warrants and shares of Common Stock issuable upon exercise of the Placement Warrants are hereinafter referred to collectively as the “Placement Securities”. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement SecuritiesUnit Private Placement. The purchase price for the Placement Warrants are identical Units has been delivered to CST or counsel to the Warrants except Company or the Representatives to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The purchase price for the Placement Underwriter Units will be delivered in accordance with the terms of the Underwriter Unit Purchase Agreement. The registered holder of the Placement Underwriter Units (or any securities underlying the same) will not sell, transfer, assign, pledge or hypothecate any of the Placement Underwriter Units (or any such underlying securities) for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(1) following the Effective Date of the Registration Statement to anyone other than (i) the Placement Warrants will be non-redeemable by Representatives or an Underwriter or selected dealer in connection with the Company and Offering, or (ii) a bona fide officer or partner of either of the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers Representatives or their permitted transfereesof any such Underwriter or selected dealer. In additionAdditionally, pursuant to FINRA Conduct Rule 5110(g), the Placement Warrants may Underwriter Units (and the securities underlying the same) will not be exercised after five years from the effective date subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the Effective Date of the Registration Statement if held by Cantor or its designees or affiliates. Except as described in the Registration Statement, none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities and the Founder Shares are hereinafter referred to collectively as the “Securities”.

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to the Unit Purchase Agreement (as defined in Section 2.21.2 hereof), 450,000 700,000 units, which units are identical to the Firm Units subject to certain exceptions (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Units is referred to herein as the “Unit Private Placement.” None of the Placement Units nor the underlying shares of Common Stock (“Placement Shares”) and Warrants (“Placement Warrants”) may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Placement Units, Placement Shares and Placement Warrants and shares of Common Stock issuable upon exercise of the Placement Warrants are hereinafter referred to collectively as the “Placement Securities”. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities. The Placement Warrants are identical to the Warrants except that (i) the Placement Warrants will be non-redeemable by the Company and (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In addition, the Placement Warrants may not be exercised after five years from the effective date of the Registration Statement if held by Cantor or its designees or affiliates. Except as described in the Registration Statement, none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities and the Founder Shares are hereinafter referred to collectively as the “Securities”.

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to the Unit Purchase Agreement Agreements (as defined in Section 2.21.2 hereof) an aggregate of 1,056,000 units (806,000 units by the Sponsor and 250,000 units by the Representative), 450,000 units, which units are identical to the Firm Units subject to certain exceptions (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Units is referred to herein as the “Unit Private Placement.” None of the Placement Units nor the underlying shares of Common Stock Ordinary Shares (“Placement Shares”) and Warrants (“Placement Warrants”) may be sold, assigned or transferred by the Sponsor Sponsor, the Representative or its their permitted transferees until thirty (30) days after consummation of a Business Combination. The Certain proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Units, Placement Shares Units to be purchased by the Representative and Placement Warrants the underlying component securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and shares will therefore be subject to lock-up for a period of Common Stock issuable upon exercise 180 days immediately following the commencement of sales of the Placement Warrants are hereinafter referred Offering, subject to collectively as the “Placement Securities”certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities. The Placement Warrants are identical to the Warrants except that (i) the Placement Warrants will be non-redeemable by the Company and (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In additionAccordingly, the Placement Warrants Units and the underlying component securities may not be exercised after five years from sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective date economic disposition of the securities by any person for 180 days immediately following the Effective Date of the Registration Statement if held by Cantor or its designees or affiliates. Except as described except to any FINRA member participating in the Registration StatementOffering and the officers or partners thereof, none if all securities so transferred remain subject to the lock-up restriction for the remainder of the Placement Securities may be soldtime period, assigned or transferred by for a period of 180 days immediately following the Sponsor or its permitted transferees until thirty (30) days after consummation Effective Date of the Company’s initial Business Combination. The Public Securities, Registration Statement or commencement of sales of the Placement Securities and the Founder Shares are hereinafter referred to collectively as the “Securities”Offering.

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to the Unit Purchase Agreement (as defined in Section 2.21.2 hereof), 450,000 500,000 units, which units are identical to the Firm Units subject to certain exceptions (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Units is referred to herein as the “Unit Private Placement.” None of the Placement Units nor the underlying shares of Common Stock (“Placement Shares”) and Warrants (“Placement Warrants”) may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Placement Units, Placement Shares and Placement Warrants and shares of Common Stock issuable upon exercise of the Placement Warrants are hereinafter referred to collectively as the “Placement Securities”. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities. The Placement Warrants are identical to the Warrants except that (i) the Placement Warrants will be non-redeemable by the Company and (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In addition, the Placement Warrants may not be exercised after five years from the effective date of the Registration Statement if held by Cantor or its designees or affiliates. Except as described in the Registration Statement, none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities and the Founder Shares are hereinafter referred to collectively as the “Securities”.

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to the Unit Purchase Agreement (as defined in Section 2.21.2 hereof), 450,000 540,000 units, which units are identical to the Firm Units subject to certain exceptions (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Units is referred to herein as the “Unit Private Placement.” None of the Placement Units nor the underlying shares of Common Stock (“Placement Shares”) and Warrants (“Placement Warrants”) may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Placement Units, Placement Shares and Placement Warrants and shares of Common Stock issuable upon exercise of the Placement Warrants are hereinafter referred to collectively as the “Placement Securities”. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities. The Placement Warrants are identical to the Warrants except that (i) the Placement Warrants will be non-redeemable by the Company and (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In addition, the Placement Warrants may not be exercised after five years from the effective date of the Registration Statement if held by Cantor or its designees or affiliates. Except as described in the Registration Statement, none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities and the Founder Shares are hereinafter referred to collectively as the “Securities”.

Unit Private Placement. Simultaneously with the Closing Date, (x) the Sponsor will purchase from the Company pursuant to the a Sponsor Unit Purchase Agreement (as defined in Section 2.21.2 hereof), 450,000 units2.24.2 below) an aggregate of 346,120 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 31,500 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of purchase price for the Placement Units is referred to herein be paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the “Unit Private Placement.” None of case may be. The Placement Units, the Placement Units nor the underlying shares of Common Stock (the “Placement Shares”), the Rights (the “Placement Rights”) and underlying the Placement Units, the Warrants (the “Placement Warrants”) may be sold, assigned or transferred by underlying the Sponsor or its permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Placement Units, Placement Shares and Placement Warrants and the shares of Common Stock issuable upon exercise of the Placement Warrants and conversion of the Placement Rights are hereinafter referred to collectively as the “Placement Securities”. .” No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement SecuritiesSecurities sold in the Unit Private Placement. The Placement Warrants Units are identical to the Warrants Firm Units except that (i) the Placement Warrants will be non-redeemable by the Company and (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In addition, the Placement Warrants may not be exercised after five years from the effective date of the Registration Statement if held by Cantor or its designees or affiliates. Except as described in the Registration Statement, none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after the consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities Securities, and the Founder Shares are hereinafter referred to collectively as the “Securities.”.

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to the Unit Purchase Agreement Agreements (as defined in Section 2.21.2 hereof) an aggregate of 560,000 units (380,000 units by the Sponsor and 180,000 units by the Representative), 450,000 units, which units are identical to the Firm Units subject to certain exceptions (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Units is referred to herein as the “Unit Private Placement.” None of the Placement Units nor the underlying shares of Common Stock Ordinary Shares (“Placement Shares”) and Warrants (“Placement Warrants”) may be sold, assigned or transferred by the Sponsor Sponsor, the Representative or its their permitted transferees until thirty (30) days after consummation of a Business Combination. The Certain proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Units, Placement Shares Units to be purchased by the Representative and Placement Warrants the underlying component securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and shares will therefore be subject to lock-up for a period of Common Stock issuable upon exercise 180 days immediately following the commencement of sales of the Placement Warrants are hereinafter referred Offering, subject to collectively as the “Placement Securities”certain limited exceptions, pursuant to FINRA Rule 5110(e)(2). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities. The Placement Warrants are identical to the Warrants except that (i) the Placement Warrants will be non-redeemable by the Company and (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In additionAccordingly, the Placement Warrants Units and the underlying component securities may not be exercised after five years from sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective date economic disposition of the securities by any person for 180 days immediately following the Effective Date of the Registration Statement if held by Cantor or its designees or affiliates. Except as described except to any FINRA member participating in the Registration StatementOffering and the officers or partners, none registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities and the Founder Shares are hereinafter referred to collectively as the “Securities”time period.

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to the a Sponsor Unit Purchase Agreement (as defined in Section 2.21.2 hereof), 450,000 unitsbelow) an aggregate of 340,000 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 31,500 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of purchase price for the Placement Units is referred to herein be paid by the Sponsor has been delivered to AST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the “Unit Private Placement.” None of case may be. The Placement Units, the Placement Units nor Ordinary Shares (the underlying shares of Common Stock (“Placement Shares”) and Warrants (the “Placement Warrants”) may be sold, assigned or transferred by underlying the Sponsor or its permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Placement Units, Placement and the Ordinary Shares and Placement Warrants and shares of Common Stock issuable upon exercise of the Placement Warrants are hereinafter referred to collectively as the “Placement Securities”. .” No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement SecuritiesSecurities sold in the Unit Private Placement. The Placement Warrants Units are identical to the Warrants Firm Units except that (i) the Placement Warrants will be non-redeemable by the Company and (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In addition, the Placement Warrants may not be exercised after five years from the effective date of the Registration Statement if held by Cantor or its designees or affiliates. Except as described in the Registration Statement, none of the Placement Securities may be sold, assigned or transferred by the Sponsor Sponsor, the Underwriters or its their permitted transferees until thirty (30) days after consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities Securities, the Representative Shares (as define in Section 1.5) and the Founder Shares are hereinafter referred to collectively as the “Securities.”.

Unit Private Placement. Simultaneously with the Closing Date, FinTech Investor and the Sponsor Representative will purchase from the Company pursuant to the Unit Purchase Agreement Agreements (as defined in Section 2.21.2 hereof), 450,000 unitsan aggregate of 610,000 private units (510,000 units to be purchased by FinTech Investor and 100,000 units to be purchased by the Representative), which units are identical to the Firm Units subject to certain exceptions (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Units is referred to herein as the “Unit Private Placement.” None of the Placement Units nor the underlying shares of Common Stock (“Placement Shares”) and Warrants (“Placement Warrants”) may be sold, assigned or transferred by the Sponsor Sponsors, the Representative or its their permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Units, Placement Shares Units and Placement Warrants the underlying component securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and shares will therefore be subject to lock-up for a period of Common Stock issuable upon exercise 180 days immediately following the date of effectiveness of the Placement Warrants are hereinafter referred Registration Statement (as defined below) or commencement of sales of the Offering, subject to collectively as certain limited exceptions, pursuant to Rule 5110(g)(1) of the “Placement Securities”FINRA Manual. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities. The Placement Warrants are identical to the Warrants except that (i) the Placement Warrants will be non-redeemable by the Company and (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In additionAccordingly, the Placement Warrants Units and the underlying component securities may not be exercised after five years from sold, transferred, assigned, pledged or hypothecated for 180 days immediately following the effective date of the Registration Statement if held by Cantor or its designees or affiliates. Except as described except to any FINRA member participating in the Registration StatementOffering and the officers or partners thereof, none if all securities so transferred remain subject to the lock-up restriction for the remainder of the Placement Securities time period, nor may they be soldthe subject of any hedging, assigned short sale, derivative, put, or transferred by call transaction that would result in the Sponsor or its permitted transferees until thirty (30) days after consummation effective economic disposition of the Company’s initial Business Combination. The Public Securities, securities by any person for a period of 180 days immediately following the Placement Securities and effective date of the Founder Shares are hereinafter referred to collectively as Registration Statement or commencement of sales of the “Securities”Offering.

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to the Unit Purchase Agreement Agreements (as defined in Section 2.21.2 hereof) an aggregate of 960,000 units (610,000 units by the Sponsor and 350,000 units by the Representative), 450,000 units, which units are identical to the Firm Units subject to certain exceptions (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Units is referred to herein as the “Unit Private Placement.” None of the Placement Units nor the underlying shares of Common Stock Ordinary Shares (“Placement Shares”) and Warrants (“Placement Warrants”) may be sold, assigned or transferred by the Sponsor Sponsor, the Representative or its their permitted transferees until thirty (30) days after consummation of a Business Combination. The Certain proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Units, Placement Shares Units to be purchased by the Representative and Placement Warrants the underlying component securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and shares will therefore be subject to lock-up for a period of Common Stock issuable upon exercise 180 days immediately following the commencement of sales of the Placement Warrants are hereinafter referred Offering, subject to collectively as the “Placement Securities”certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities. The Placement Warrants are identical to the Warrants except that (i) the Placement Warrants will be non-redeemable by the Company and (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In additionAccordingly, the Placement Warrants Units and the underlying component securities may not be exercised after five years from sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective date economic disposition of the securities by any person for 180 days immediately following the Effective Date of the Registration Statement if held by Cantor or its designees or affiliates. Except as described except to any FINRA member participating in the Registration StatementOffering and the officers or partners thereof, none if all securities so transferred remain subject to the lock-up restriction for the remainder of the Placement Securities may be soldtime period, assigned or transferred by for a period of 180 days immediately following the Sponsor or its permitted transferees until thirty (30) days after consummation Effective Date of the Company’s initial Business Combination. The Public Securities, Registration Statement or commencement of sales of the Placement Securities and the Founder Shares are hereinafter referred to collectively as the “Securities”Offering.

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor and the Underwriters will purchase from the Company pursuant to the Purchase Agreements (as defined in Section 2.21.2 hereof), 725,000 private placement units (600,000 units to be purchased by the Sponsor and 125,000 units to be purchased by the Underwriters), at a purchase price of $10.00 per unit (the “Private Placement Units”) in a private placement intended to be exempt from registration under Act, pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Unit Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 450,000 units, which units are identical up to the Firm an additional 40,500 Private Placement Units subject to certain exceptions (the “Placement Units”) at a purchase price of $10.00 per Private Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the ActAct (the “Option Private Placement Units”). The Private Placement Units and Option Private Placement Units, if any, are substantially identical to the Units, subject to certain exceptions. The private placement of the Private Placement Units and the Option Private Placement Units, if any, is referred to herein as the “Unit Private Placement.” None of the Private Placement Units nor Units, the underlying shares of Common Stock Class A Ordinary Shares nor underlying warrants (the “Placement Shares”) and Warrants (“Private Placement Warrants”) ), totaling 600,000 Private Placement Warrants (or 637,500 Private Placement Warrants if the over-allotment option is exercised by the Underwriters in full), may be sold, assigned or transferred by the Sponsor or its their permitted transferees until thirty (30) 30 days after consummation of a Business Combination. The Certain proceeds from the sale of the Private Placement Units and certain of the proceeds from the sale of the Option Private Placement Units, if any, shall be deposited into the Trust Account. The In addition, for as long as any Private Placement Units, Option Private Placement Units, underlying Class A Ordinary Shares and Placement Warrants and shares of Common Stock issuable upon exercise of the underlying Private Placement Warrants are hereinafter referred to collectively as held by the “Underwriters or their designees or affiliates, such Private Placement Securities”. No underwriting discountsUnits, commissionsOption Private Placement Units, or placement fees have been or will be payable in connection with the Placement Securities. The Placement Warrants are identical to underlying Class A Ordinary Shares and the Warrants except that (i) the underlying Private Placement Warrants will be nonsubject to the lock-redeemable up and registration rights limitations imposed by the Company FINRA Rule 5110 and (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In addition, the Placement Warrants may not be exercised after five years from the effective date of the Registration Statement if held by Cantor or its designees or affiliates. Except (as described in the Registration Statement, none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities and the Founder Shares are hereinafter referred to collectively as the “Securities”defined herein).

Unit Private Placement. Simultaneously with On or prior to the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to the a Placement Unit Purchase Agreement (as defined in Section 2.21.2 hereof), 450,000 unitsbelow) an aggregate of 142,500 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act. The private placement terms of the Placement Units is referred to herein are as described in the “Unit Private Placement.” None of Prospectus (as defined in Section 2.1.1 below). The purchase price for the Placement Units nor the underlying shares of Common Stock (“Placement Shares”) and Warrants (“Placement Warrants”) may to be sold, assigned or transferred paid by the Sponsor (and/or its designees) has been delivered to CST or its permitted transferees until thirty (30) days after consummation of counsel to the Company or the Representative to hold in a Business Combination. The proceeds from separate escrow account at least 24 hours prior to the sale of the Placement Units shall date hereof so that such funds are readily available to be deposited into delivered to the Trust AccountAccount on the Closing Date. The Placement Units, the shares of Common Stock, the warrants (the “Placement Shares Warrants”), and the rights (the “Placement Warrants Rights”) included in the Placement Units, and the shares of Common Stock issuable upon exercise of the Placement Warrants and conversion of the Placement Rights are hereinafter referred to collectively as the “Placement Securities”. .” No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement SecuritiesSecurities sold in the Unit Private Placement. The Placement Warrants Securities are identical to the Warrants Public Securities except that (i) the Placement Warrants will be non-redeemable by the Company and Company, (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In addition, the Placement Warrants may not be exercised after five years from the effective date of the Registration Statement if held by Cantor or its designees or affiliates. Except as described in the Registration Statement, (iii) none of the Placement Securities may be sold, assigned or transferred by the Sponsor Sponsor, the Underwriters or its their permitted transferees until thirty (30) days after consummation of the Company’s initial Business Combination, and (iv) shares of Common Stock issuable upon exercise of the Placement Warrants and conversion of the Placement Rights will be entitled to registration rights. The Public Securities, the Placement Securities and the Founder Shares are hereinafter referred to collectively as the “Securities”.

Unit Private Placement. Simultaneously with the Closing Date, (x) the Sponsor will purchase from the Company pursuant to the a Sponsor Unit Purchase Agreement (as defined in Section 2.21.2 hereof), 450,000 units2.24.2 below) an aggregate of 284,750 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 22,500 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of purchase price for the Placement Units is referred to herein be paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the “Unit Private Placement.” None of case may be. The Placement Units, the Placement Units nor the underlying shares of Common Stock (the “Placement Shares”), the Rights (the “Placement Rights”) and underlying the Placement Units, the Warrants (the “Placement Warrants”) may be sold, assigned or transferred by underlying the Sponsor or its permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Placement Units, Placement Shares and Placement Warrants and the shares of Common Stock issuable upon exercise of the Placement Warrants and conversion of the Placement Rights are hereinafter referred to collectively as the “Placement Securities”. .” No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement SecuritiesSecurities sold in the Unit Private Placement. The Placement Warrants Units are identical to the Warrants Firm Units except that (i) the Placement Warrants will be non-redeemable by the Company and (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In addition, the Placement Warrants may not be exercised after five years from the effective date of the Registration Statement if held by Cantor or its designees or affiliates. Except as described in the Registration Statement, none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities Securities, and the Founder Shares are hereinafter referred to collectively as the “Securities.”.

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to the a Sponsor Unit Purchase Agreement (as defined in Section 2.21.2 hereof), 450,000 unitsbelow) an aggregate of 230,187 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 14,063 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of purchase price for the Placement Units is referred to herein be paid by the Sponsor has been delivered to VStock Transfer, LLC or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the “Unit Private Placement.” None of case may be. The Placement Units, the Placement Units nor Class A Ordinary Shares (the underlying shares of Common Stock (“Placement Shares”) and Warrants the Rights (the “Placement WarrantsRights”) may be soldunderlying the Placement Units, assigned or transferred by and the Sponsor or its permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale Class A Ordinary Shares issuable upon conversion of the Placement Units shall be deposited into the Trust Account. The Placement Units, Placement Shares and Placement Warrants and shares of Common Stock issuable upon exercise of the Placement Warrants Rights are hereinafter referred to collectively as the “Placement Securities”. .” No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement SecuritiesSecurities sold in the Unit Private Placement. The Placement Warrants Units are identical to the Warrants Firm Units except that (i) the Placement Warrants will be non-redeemable by the Company and (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In addition, the Placement Warrants may not be exercised after five years from the effective date of the Registration Statement if held by Cantor or its designees or affiliates. Except as described in the Registration Statement, none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees (as provided in the Sponsor Unit Purchase Agreement) until thirty (30) days after the consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities and the Founder Shares are hereinafter referred to collectively as the “Securities.”.

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to the Unit Purchase Agreement (as defined in Section 2.21.2 hereof), 450,000 1,100,000 units, which units are identical to the Firm Units subject to certain exceptions (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Units is referred to herein as the “Unit Private Placement.” None of the Placement Units nor the underlying shares of Common Stock (“Placement Shares”) and Warrants (“Placement Warrants”) may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Placement Units, Placement Shares and Placement Warrants and shares of Common Stock issuable upon exercise of the Placement Warrants are hereinafter referred to collectively as the “Placement Securities”. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities. The Placement Warrants are identical to the Warrants except that (i) the Placement Warrants will be non-redeemable by the Company and (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In addition, the Placement Warrants may not be exercised after five years from the effective date of the Registration Statement if held by Cantor or its designees or affiliates. Except as described in the Registration Statement, none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities Securities, and the Founder Shares are hereinafter referred to collectively as the “Securities”.

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representatives will purchase from the Company pursuant to the Unit Purchase Agreement Agreements (as defined in Section 2.21.2 hereof) an aggregate of 650,000 units (537,500 units by the Sponsor and 112,500 units by the Representatives), 450,000 units, which units are identical to the Firm Units subject to certain exceptions (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Units is referred to herein as the “Unit Private Placement.” None of the Placement Units nor the underlying shares of Common Stock Ordinary Shares (“Placement Shares”) and Warrants (“Placement Warrants”) may be sold, assigned or transferred by the Sponsor Sponsor, the Representatives or its their permitted transferees until thirty (30) days after consummation of a Business Combination. The Certain proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Representatives acknowledge and agree that the Placement Units, Placement Shares Units to be purchased by the Representatives and Placement Warrants the underlying component securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and shares will therefore be subject to lock-up for a period of Common Stock issuable upon exercise 180 days immediately following the commencement of sales of the Placement Warrants are hereinafter referred Offering, subject to collectively as the “Placement Securities”certain limited exceptions, pursuant to FINRA Rule 5110(e)(2). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities. The Placement Warrants are identical to the Warrants except that (i) the Placement Warrants will be non-redeemable by the Company and (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In additionAccordingly, the Placement Warrants Units and the underlying component securities may not be exercised after five years from sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective date economic disposition of the Registration Statement if held securities by Cantor or its designees or affiliates. Except as described any person for 180 days immediately following the commencement of sales of the Offering except to any FINRA member participating in the Registration StatementOffering and the officers or partners, none registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities and the Founder Shares are hereinafter referred to collectively as the “Securities”time period.

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to the Unit Purchase Agreement Agreements (as defined in Section 2.21.2 hereof) an aggregate of 660,000 units (560,000 units by the Sponsor and 100,000 units by the Representative), 450,000 units, which units are identical to the Firm Units subject to certain exceptions (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Units is referred to herein as the “Unit Private Placement.” None of the Placement Units nor the underlying shares of Common Stock Ordinary Shares (“”Placement Shares”) and Warrants (“”Placement Warrants”) may be sold, assigned or transferred by the Sponsor Sponsors, the Representative or its their permitted transferees until thirty (30) days after consummation of a Business Combination. The Certain proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Placement Units, Placement Shares Representative acknowledges and Placement Warrants and shares of Common Stock issuable upon exercise of agrees that the Placement Warrants are hereinafter referred to collectively as Units and the “Placement Securities”. No underwriting discounts, commissions, or placement fees have been or underlying component securities will be payable in connection with the Placement Securities. The Placement Warrants are identical to the Warrants except that (i) the Placement Warrants will be non-redeemable deemed compensation by the Company Financial Industry Regulatory Authority (“FINRA”) and (ii) will therefore be subject to lock-up for a period of 180 days immediately following the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In addition, the Placement Warrants may not be exercised after five years from the effective date of effectiveness of the Registration Statement if held by Cantor (as defined below) or its designees or affiliates. Except as described in the Registration Statement, none commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(g)(1) of the FINRA Manual. Accordingly, the Placement Securities Units and the underlying component securities may not be sold, assigned transferred, assigned, pledged or transferred by hypothecated for 180 days immediately following the Sponsor or its permitted transferees until thirty (30) days after consummation Effective Date of the Company’s initial Business Combination. The Public Securities, Registration Statement except to any FINRA member participating in the Placement Securities Offering and the Founder Shares are hereinafter referred officers or partners thereof, if all securities so transferred remain subject to collectively as the “Securities”lock-up restriction for the remainder of the time period, nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days immediately following the Effective Date of the Registration Statement or commencement of sales of the Offering.

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to the Unit Purchase Agreement Agreements (as defined in Section 2.21.2 hereof), 650,000 private placement units (450,000 unitsunits to be purchased by the Sponsor and 200,000 to be purchased by the Representative), which units are identical to the Firm Units subject to certain exceptions (the “Placement Units”) at a purchase price of $10.00 per unit (the “Private Placement Units”) in a private placement intended to be exempt from registration under Act, pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Representative will purchase from the Company pursuant to the Representative Purchase Agreement up to an additional 60,000 Private Placement Units, at a purchase price of $10.00 per Private Placement Unit in a private placement intended to be exempt from registration under the Act Act, pursuant to Section 4(a)(2) of the ActAct (the “Option Private Placement Units”). The Private Placement Units and Option Private Placement Units, if any, are substantially identical to the Firm Units, subject to certain exceptions. The private placement of the Private Placement Units and the Option Private Placement Units, if any, is referred to herein as the “Unit Private Placement.” None of the Private Placement Units nor Units, the underlying shares of Common Stock Option Private Placement Units, the Class A Ordinary Shares (the “Private Placement Shares”) and Warrants or the warrants (the “Private Placement Warrants”) forming a part of the Private Placement Units and the Option Private Placement Units, or the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants may be sold, assigned or transferred by the Sponsor purchasers or its their permitted transferees until thirty (30) 30 days after consummation of a Business Combination. The Certain proceeds from the sale of the Private Placement Units and certain of the proceeds from the sale of the Option Private Placement Units, if any, shall be deposited into the Trust Account. The In addition, for as long as any Private Placement Units, Option Private Placement Units, underlying Private Placement Shares and underlying Private Placement Warrants are held by the Representative or its designees or affiliates, such Private Placement Units, Option Private Placement Units, the underlying Private Placement Shares, the underlying Private Placement Warrants and shares of Common Stock the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants are hereinafter referred to collectively as the “Placement Securities”. No underwriting discountsWarrants, commissions, or placement fees have been or will be payable in connection with the Placement Securities. The Placement Warrants are identical subject to the Warrants except that (i) the Placement Warrants will be nonlock-redeemable up and registration rights limitations imposed by the Company FINRA Rule 5110 and (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In addition, the Placement Warrants may not be exercised after five years from the effective date of the Registration Statement if held by Cantor or its designees or affiliates. Except (as described in the Registration Statement, none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities and the Founder Shares are hereinafter referred to collectively as the “Securities”defined herein).

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to the a Sponsor Unit Purchase Agreement (as defined in Section 2.21.2 hereof), 450,000 unitsbelow) an aggregate of 1,040,000 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 120,000 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of purchase price for the Placement Units is referred to herein be paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the “Unit Private Placement.” None of case may be. The Placement Units, the Placement Units nor Ordinary Shares (the underlying shares of Common Stock (“Placement Shares”) and ), the Warrants (the “Placement Warrants”) may be sold, assigned or transferred by and the Sponsor or its permitted transferees until thirty Rights (30the “Placement Rights”) days after consummation of a Business Combination. The proceeds from underlying the sale of the Placement Units shall be deposited into the Trust Account. The Placement Units, Placement and the Ordinary Shares and Placement Warrants and shares of Common Stock issuable upon exercise of the Placement Warrants and conversion of the Placement Rights are hereinafter referred to collectively as the “Placement Securities”. .” No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement SecuritiesSecurities sold in the Unit Private Placement. The Placement Warrants Units are identical to the Warrants Firm Units except that (i) the Placement Warrants will be non-redeemable by the Company and (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In addition, the Placement Warrants may not be exercised after five years from the effective date of the Registration Statement if held by Cantor or its designees or affiliates. Except as described in the Registration Statement, none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after the consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities Securities, the Representative Shares (as define in Section 1.5) and the Founder Shares are hereinafter referred to collectively as the “Securities.”.

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor Sponsors, the Representative and Millennium Management LLC (“Millennium”) will purchase from the Company pursuant to the Unit Purchase Agreement Agreements (as defined in Section 2.21.2 2.22.2 hereof) an aggregate of 660,000 units (320,000 placement units by the Sponsors, 110,000 placement units by the Representative, and 230,000 placement units by Millennium), 450,000 units, which units are identical to the Firm Units subject to certain exceptions (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Units is referred to herein as the “Unit Private Placement.” None of the Placement Units nor the underlying shares of Common Stock (“Placement Shares”) and Warrants (“Placement Warrants”) may be sold, assigned or transferred by the Sponsor Sponsors, the Representative, Millennium or its their permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Units, Placement Shares Units and Placement Warrants the underlying component securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and shares will therefore be subject to lock-up for a period of Common Stock issuable upon exercise 180 days immediately following the commencement of sales of the Placement Warrants are hereinafter referred Offering, subject to collectively as certain limited exceptions, pursuant to Rule 5110(e)(1) of the “Placement Securities”FINRA Manual. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities. The Placement Warrants are identical to the Warrants except that (i) the Placement Warrants will be non-redeemable by the Company and (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In additionAccordingly, the Placement Warrants Units and the underlying component securities may not be exercised after five years from sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective date economic disposition of the Registration Statement if held securities by Cantor or its designees or affiliates. Except as described any person for 180 days immediately following the commencement of sales of the Offering except to any FINRA member participating in the Registration StatementOffering and the officers, none partners, associated persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities and the Founder Shares are hereinafter referred to collectively as the “Securities”time period.

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to the Unit Purchase Agreement Agreements (as defined in Section 2.21.2 hereof), 450,000 units595,000 private placement units (452,500 units to be purchased by the Sponsor and 142,500 to be purchased by the Representative), which units are identical to the Firm Units subject to certain exceptions (the “Placement Units”) at a purchase price of $10.00 per unit (the “Private Placement Units”) in a private placement intended to be exempt from registration under Act, pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Representative will purchase from the Company pursuant to the Representative Purchase Agreement up to an additional 60,000 Private Placement Units, at a purchase price of $10.00 per Private Placement Unit in a private placement intended to be exempt from registration under the Act Act, pursuant to Section 4(a)(2) of the ActAct (the “Option Private Placement Units”). The Private Placement Units and Option Private Placement Units, if any, are substantially identical to the Firm Units, subject to certain exceptions. The private placement of the Private Placement Units and the Option Private Placement Units, if any, is referred to herein as the “Unit Private Placement.” None of the Private Placement Units nor Units, the underlying shares of Common Stock Option Private Placement Units, the Class A Ordinary Shares (the “Private Placement Shares”) and Warrants or the warrants (the “Private Placement Warrants”) forming a part of the Private Placement Units and the Option Private Placement Units, or the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants may be sold, assigned or transferred by the Sponsor purchasers or its their permitted transferees until thirty (30) 30 days after consummation of a Business Combination. The Certain proceeds from the sale of the Private Placement Units and certain of the proceeds from the sale of the Option Private Placement Units, if any, shall be deposited into the Trust Account. The In addition, for as long as any Private Placement Units, Option Private Placement Units, underlying Private Placement Shares and underlying Private Placement Warrants are held by the Representative or its designees or affiliates, such Private Placement Units, Option Private Placement Units, the underlying Private Placement Shares, the underlying Private Placement Warrants and shares of Common Stock the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants are hereinafter referred to collectively as the “Placement Securities”. No underwriting discountsWarrants, commissions, or placement fees have been or will be payable in connection with the Placement Securities. The Placement Warrants are identical subject to the Warrants except that (i) the Placement Warrants will be nonlock-redeemable up and registration rights limitations imposed by the Company FINRA Rule 5110 and (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In addition, the Placement Warrants may not be exercised after five years from the effective date of the Registration Statement if held by Cantor or its designees or affiliates. Except (as described in the Registration Statement, none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities and the Founder Shares are hereinafter referred to collectively as the “Securities”defined herein).

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor and the Underwriters will purchase from the Company pursuant to the Purchase Agreements (as defined in Section 2.21.2 hereof), 725,000 private placement units (600,000 units to be purchased by the Sponsor and 125,000 units to be purchased by the Underwriters), at a purchase price of $10.00 per unit (the “Private Placement Units”) in a private placement intended to be exempt from registration under Act, pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Unit Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 450,000 units, which units are identical up to the Firm an additional 37,500 Private Placement Units subject to certain exceptions (the “Placement Units”) at a purchase price of $10.00 per Private Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the ActAct (the “Option Private Placement Units”). The Private Placement Units and Option Private Placement Units, if any, are substantially identical to the Units, subject to certain exceptions. The private placement of the Private Placement Units and the Option Private Placement Units, if any, is referred to herein as the “Unit Private Placement.” None of the Private Placement Units nor Units, the underlying shares of Common Stock Class A Ordinary Shares nor underlying warrants (the “Placement Shares”) and Warrants (“Private Placement Warrants”) ), totaling 600,000 Private Placement Warrants (or 637,500 Private Placement Warrants if the over-allotment option is exercised by the Underwriters in full), may be sold, assigned or transferred by the Sponsor or its their permitted transferees until thirty (30) 30 days after consummation of a Business Combination. The Certain proceeds from the sale of the Private Placement Units and certain of the proceeds from the sale of the Option Private Placement Units, if any, shall be deposited into the Trust Account. The In addition, for as long as any Private Placement Units, Option Private Placement Units, underlying Class A Ordinary Shares and Placement Warrants and shares of Common Stock issuable upon exercise of the underlying Private Placement Warrants are hereinafter referred to collectively as held by the “Underwriters or their designees or affiliates, such Private Placement Securities”. No underwriting discountsUnits, commissionsOption Private Placement Units, or placement fees have been or will be payable in connection with the Placement Securities. The Placement Warrants are identical to underlying Class A Ordinary Shares and the Warrants except that (i) the underlying Private Placement Warrants will be nonsubject to the lock-redeemable up and registration rights limitations imposed by the Company FINRA Rule 5110 and (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In addition, the Placement Warrants may not be exercised after five years from the effective date of the Registration Statement if held by Cantor or its designees or affiliates. Except (as described in the Registration Statement, none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities and the Founder Shares are hereinafter referred to collectively as the “Securities”defined herein).

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to the Unit Purchase Agreement Agreements (as defined in Section 2.21.2 hereof) an aggregate of 1,094,500 units (822,500 units by the Sponsor and 272,000 units by the Representative), 450,000 units, which units are identical to the Firm Units subject to certain exceptions (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to its Purchase Agreement, up to an additional 58,725 Placement Units, at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Units is referred to herein as the “Unit Private Placement.” None of the Placement Units nor the underlying shares of Common Stock Ordinary Shares (“Placement Shares”) and Warrants (“Placement Warrants”) may be sold, assigned or transferred by the Sponsor Sponsor, the Representative or its their permitted transferees until thirty (30) days after consummation of a Business Combination. The Certain proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Units, Placement Shares Units to be purchased by the Representative and Placement Warrants the underlying component securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and shares will therefore be subject to lock-up for a period of Common Stock issuable upon exercise 180 days immediately following the commencement of sales of the Placement Warrants are hereinafter referred Offering, subject to collectively as the “Placement Securities”certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities. The Placement Warrants are identical to the Warrants except that (i) the Placement Warrants will be non-redeemable by the Company and (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In additionAccordingly, the Placement Warrants Units and the underlying component securities may not be exercised after five years from sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective date economic disposition of the securities by any person for 180 days immediately following the Effective Date of the Registration Statement if held by Cantor or its designees or affiliates. Except as described except to any FINRA member participating in the Registration StatementOffering and the officers or partners thereof, none if all securities so transferred remain subject to the lock-up restriction for the remainder of the Placement Securities may be soldtime period, assigned or transferred by for a period of 180 days immediately following the Sponsor or its permitted transferees until thirty (30) days after consummation Effective Date of the Company’s initial Business Combination. The Public Securities, Registration Statement or commencement of sales of the Placement Securities and the Founder Shares are hereinafter referred to collectively as the “Securities”Offering.

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to the Unit Purchase Agreement Agreements (as defined in Section 2.21.2 hereof) an aggregate of 660,000 units (560,000 units by the Sponsor and 100,000 units by the Representative), 450,000 units, which units are identical to the Firm Units subject to certain exceptions (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Units is referred to herein as the “Unit Private Placement.” None of the Placement Units nor the underlying shares of Common Stock Ordinary Shares (“Placement Shares”) and Warrants (“Placement Warrants”) may be sold, assigned or transferred by the Sponsor Sponsors, the Representative or its their permitted transferees until thirty (30) days after consummation of a Business Combination. The Certain proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Units, Placement Shares Units and Placement Warrants the underlying component securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and shares will therefore be subject to lock-up for a period of Common Stock issuable upon exercise 180 days immediately following the commencement of sales of the Placement Warrants are hereinafter referred Offering, subject to collectively as certain limited exceptions, pursuant to Rule 5110(e)(1) of the “Placement Securities”FINRA Manual. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities. The Placement Warrants are identical to the Warrants except that (i) the Placement Warrants will be non-redeemable by the Company and (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In additionAccordingly, the Placement Warrants Units and the underlying component securities may not be exercised after five years from sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective date economic disposition of the securities by any person for 180 days immediately following the Effective Date of the Registration Statement if held by Cantor or its designees or affiliates. Except as described except to any FINRA member participating in the Registration StatementOffering and the officers or partners thereof, none if all securities so transferred remain subject to the lock-up restriction for the remainder of the Placement Securities may be soldtime period, assigned or transferred by for a period of 180 days immediately following the Sponsor or its permitted transferees until thirty (30) days after consummation Effective Date of the Company’s initial Business Combination. The Public Securities, Registration Statement or commencement of sales of the Placement Securities and the Founder Shares are hereinafter referred to collectively as the “Securities”Offering.

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to the Unit Purchase Agreement (as defined in Section 2.21.2 hereof), 450,000 900,000 units, which units are identical to the Firm Units subject to certain exceptions (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Units is referred to herein as the “Unit Private Placement.” None of the Placement Units nor the underlying shares of Common Stock (“Placement Shares”) and Warrants (“Placement Warrants”) may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Placement Units, Placement Shares and Placement Warrants and shares of Common Stock issuable upon exercise of the Placement Warrants are hereinafter referred to collectively as the “Placement Securities”. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities. The Placement Warrants are identical to the Warrants except that (i) the Placement Warrants will be non-redeemable by the Company and (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In addition, the Placement Warrants may not be exercised after five years from the effective date of the Registration Statement if held by Cantor or its designees or affiliates. Except as described in the Registration Statement, none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities and the Founder Shares are hereinafter referred to collectively as the “Securities”.

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to the a Sponsor Unit Purchase Agreement (as defined in Section 2.21.2 hereof), 450,000 unitsbelow) an aggregate of 334,000 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 27,000 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of purchase price for the Placement Units is referred to herein be paid by the Sponsor has been delivered to AST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the “Unit Private Placement.” None of case may be. The Placement Units, the Placement Units nor Ordinary Shares (the underlying shares of Common Stock (“Placement Shares”) and Warrants (the “Placement Warrants”) may be sold, assigned or transferred by underlying the Sponsor or its permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Placement Units, Placement and the Ordinary Shares and Placement Warrants and shares of Common Stock issuable upon exercise of the Placement Warrants are hereinafter referred to collectively as the “Placement Securities”. .” No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement SecuritiesSecurities sold in the Unit Private Placement. The Placement Warrants Units are identical to the Warrants Firm Units except that (i) the Placement Warrants will be non-redeemable by the Company and (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In addition, the Placement Warrants may not be exercised after five years from the effective date of the Registration Statement if held by Cantor or its designees or affiliates. Except as described in the Registration Statement, none of the Placement Securities may be sold, assigned or transferred by the Sponsor Sponsor, the Underwriters or its their permitted transferees until thirty (30) days after consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities Securities, the Representative Shares (as define in Section 1.5) and the Founder Shares are hereinafter referred to collectively as the “Securities.”.

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor Sponsor, the Representative, and Xxxxx & Company Capital Markets (“CCM”) will purchase from the Company pursuant to the Unit Purchase Agreement Agreements (as defined in Section 2.21.2 2.22.2 hereof), 450,000 units) an aggregate of 845,000 units (or 891,500 if the Over-allotment Option is exercised in full) , which units are identical to the Firm Units subject to certain exceptions (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Of those 845,000 Placement Units (or 891, 500 Placement Units if the Over-allotment Option is exercised in full), the Sponsor has committed to purchase 662,263 Placement Units (or 683,025 Placement Units if the Over-allotment Option is exercised), the Representative has committed to purchase 155,000 Placement Units (or 178,250 Placement Units if the Over-allotment Option is exercised in full), and CCM has committed to purchase an aggregate of 26,737 Placement Units (or 30, 225 Placement Units if the Over-allotment Option is exercised in full). The private placement of the Placement Units is referred to herein as the “Unit Private Placement.” None of the Placement Units nor the underlying shares of Common Stock (“Placement Shares”) and Warrants (“Placement Warrants”) may be sold, assigned or transferred by the Sponsor Sponsor, the Representative, CCM or its their permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Placement Units, Placement Shares Representative acknowledges and agrees that the Placement Warrants and shares of the underlying Common Stock issuable upon exercise will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Placement Warrants are hereinafter referred Offering, subject to collectively as the “Placement Securities”certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities. The Placement Warrants are identical to the Warrants except that (i) the Placement Warrants will be non-redeemable by the Company and (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In additionAccordingly, the Placement Warrants and the underlying Common Stock may not be exercised after five years from sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective date economic disposition of the Registration Statement if held securities by Cantor or its designees or affiliates. Except as described any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Registration StatementOffering and the officers, none partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities and the Founder Shares are hereinafter referred to collectively as the “Securities”time period.

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to the Unit Purchase Agreement (as defined in Section 2.21.2 hereof), 450,000 1,150,000 units, which units are identical to the Firm Units subject to certain exceptions (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Units is referred to herein as the “Unit Private Placement.” None of the Placement Units nor the underlying shares of Common Stock (“Placement Shares”) and Warrants (“Placement Warrants”) may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Placement Units, Placement Shares and Placement Warrants and shares of Common Stock issuable upon exercise of the Placement Warrants are hereinafter referred to collectively as the “Placement Securities”. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities. The Placement Warrants are identical to the Warrants except that (i) the Placement Warrants will be non-redeemable by the Company and (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In addition, the Placement Warrants may not be exercised after five years from the effective date of the Registration Statement if held by Cantor or its designees or affiliates. Except as described in the Registration Statement, none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities Securities, and the Founder Shares are hereinafter referred to collectively as the “Securities”.

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to the Unit Purchase Agreement (as defined in Section 2.21.2 hereof), 450,000 1,000,000 units, which units are identical to the Firm Units subject to certain exceptions (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Units is referred to herein as the “Unit Private Placement.” None of the Placement Units nor the underlying shares of Common Stock (“Placement Shares”) and Warrants (“Placement Warrants”) may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Placement Units, Placement Shares and Placement Warrants and shares of Common Stock issuable upon exercise of the Placement Warrants are hereinafter referred to collectively as the “Placement Securities”. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities. The Placement Warrants are identical to the Warrants except that (i) the Placement Warrants will be non-redeemable by the Company and (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In addition, the Placement Warrants may not be exercised after five years from the effective date of the Registration Statement if held by Cantor or its designees or affiliates. Except as described in the Registration Statement, none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities and the Founder Shares are hereinafter referred to collectively as the “Securities”.