Common use of Unit Private Placement Clause in Contracts

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to Purchase Agreements (as defined in Section 2.21.2 hereof) an aggregate of 655,000 units (455,000 units by the Sponsor and 200,000 units 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 Ordinary Shares (“Placement Shares”) and Warrants (“Placement Warrants”) may be sold, assigned or transferred by the Sponsors, the Representative or their permitted transferees until thirty (30) days after consummation of a Business Combination. 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 to be purchased by the Representative and the underlying component securities 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 Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1) of the FINRA Manual. Accordingly, the Placement Units and the underlying component securities may not be 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 except to any FINRA member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period, 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 On or prior to the Closing Date, (x) the Sponsor and the Representative (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreements Agreement (as defined in Section 2.21.2) an aggregate of 317,500 units of the Company (the “Sponsor Placement Units’), and (y) the Representative (and/or its designees) will purchase from the Company pursuant to a Representative Unit Purchase Agreement (as defined in Section 2.21.2 hereofbelow) an aggregate of 655,000 37,500 units of the Company (455,000 units by the “Representative Placement Units” and together with the Sponsor and 200,000 units by the Representative)Placement Units, 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 or another available exemption. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1). 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 28,125 Placement Units and the Representative will purchase from the Company pursuant to the Representative Unit Purchase Agreement, up to an additional 5,625 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 ActAct or another available exemption. The private placement of the Placement Units is referred to herein as the “Unit Private Placement.” None of the Placement Units nor the underlying Ordinary Shares (“Placement Shares”) and Warrants (“Placement Warrants”) may be sold, assigned or transferred by the Sponsors, the Representative or their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Representative acknowledges and agrees that purchase price for the Placement Units to be purchased paid by the Representative Sponsor and the underlying component securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject Representative has been delivered to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1) of the FINRA Manual. Accordingly, the Placement Units and the underlying component securities may not be sold, transferred, assigned, pledged CST 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 except to any FINRA member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject counsel to the lock-up restriction for Company or the remainder of Representative to hold in a separate escrow account at least 24 hours prior to the time perioddate hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, for a period of 180 days immediately following as the Effective Date of the Registration Statement or commencement of sales of the Offeringcase may be.

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreements Agreement (as defined in Section 2.21.2 hereofbelow) an aggregate of 655,000 216,750 units (455,000 units by of the Sponsor and 200,000 units by the Representative)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 11,250 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 Ordinary Shares (the “Placement Shares”) and Warrants the Rights (the “Placement WarrantsRights”) underlying the Placement Units, and the Ordinary Shares issuable upon 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 Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the SponsorsSponsor or its permitted transferees until the consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities, the Representative or their permitted transferees until thirty Shares (30as define in Section 1.5) days after consummation of a Business Combination. 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 to be purchased by the Representative and the underlying component securities will be deemed compensation by Founder Shares are hereinafter referred to collectively as the Financial Industry Regulatory Authority (“FINRASecurities.”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1) of the FINRA Manual. Accordingly, the Placement Units and the underlying component securities may not be 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 except to any FINRA member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period, 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, (x) the Sponsor and the Representative (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreements Agreement (as defined in Section 2.21.2 hereof2.24.2 below) an aggregate of 655,000 305,000 units (455,000 units by of the Sponsor and 200,000 units by the Representative)Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Sponsor Units”), and (y) the Underwriters (and/or their designees) will purchase from the Company pursuant to Underwriter Unit Purchase Agreements (as defined in Section 2.37 below) an aggregate of 50,000 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Underwriter Units” and, together with the Private Sponsor Units, the “Placement Units”), all 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), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 22,500 Placement Units and (ii) the Underwriters will purchase from the Company pursuant to their respective Underwriter Unit Purchase Agreement, up to an additional 7,500 Placement Units in the aggregate, all 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 Ordinary Shares shares of Common Stock (“Placement Shares”) and Warrants (“Placement Warrants”) may be sold, assigned or transferred by the SponsorsSponsor, the Representative Underwriters or their respective permitted transferees until thirty (30) days after consummation of a Business Combination. Certain The proceeds from the sale of the Placement Units shall be deposited into the Trust Account. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Unit Private Placement. The Representative acknowledges and agrees that purchase price for the Placement Sponsor Units 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 purchased by delivered to the Representative and Trust Account on the underlying component securities Closing Date or the Option Closing Date, as the case may be. The purchase price for the Placement Underwriter Units will be deemed compensation by delivered in accordance with the Financial Industry Regulatory Authority terms of the Underwriter Unit Purchase Agreement. The registered holder of the Placement Underwriter Units (“FINRA”or any securities underlying the same) and will therefore be subject to lock-up not sell, transfer, assign, pledge or hypothecate any of the Placement Underwriter Units (or any such underlying securities) for a period of 180 days immediately pursuant to FINRA Conduct Rule 5110(g)(1) following the commencement Effective Date of sales of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, subject to certain limited exceptionsor (ii) a bona fide officer or partner of either of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e)(1) of the FINRA Manual. Accordingly5110(g), the Placement Underwriter Units (and the securities underlying component securities may the same) will not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, 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 except to any FINRA member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period, for a period of 180 days immediately following the Effective Date of the Registration Statement or commencement of sales of the OfferingStatement.

Unit Private Placement. Simultaneously with On or prior to the Closing Date, (x) the Sponsor and the Representative (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreements Agreement (as defined in Section 2.21.2 hereof2.21.2) an aggregate of 655,000 497,500 units of the Company, and (455,000 y) the Representative (and/or its designees) will purchase from the Company pursuant to a Representative Unit Purchase Agreement (as defined in Section 2.21.2) an aggregate of 50,000 units by of the Sponsor and 200,000 units by the Representative)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 or another available exemption. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1). 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 52,500 Placement Units and (ii) the Representative will purchase from the Company pursuant to the Representative Unit Purchase Agreement, up to an additional 7,500 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 ActAct or another available exemption. The private placement of Prior to the Placement Units is referred to herein as Closing Date or the “Unit Private Placement.” None of the Placement Units nor the underlying Ordinary Shares (“Placement Shares”) and Warrants (“Placement Warrants”) may be sold, assigned or transferred by the SponsorsOption Closing Date, the Sponsor shall have provided to the Representative or their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from evidence reasonably satisfactory to the sale of Representative that the Placement Units shall be deposited into the Trust Account. The Representative acknowledges and agrees that purchase price for the Placement Units to be purchased paid by the Representative and the underlying component securities will Sponsor is readily available to be deemed compensation delivered by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days wire transfer in immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1) of the FINRA Manual. Accordingly, the Placement Units and the underlying component securities may not be 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 except to any FINRA member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject available funds to the lock-up restriction for Trust Account on the remainder of Closing Date or the time periodOption Closing Date, for a period of 180 days immediately following as the Effective Date of the Registration Statement or commencement of sales of the Offeringcase may be.

Unit Private Placement. Simultaneously with On or prior to the Closing Date, the Sponsor and the Representative (and/or its designees) will purchase from the Company pursuant to a Private Placement Unit Purchase Agreements Agreement (as defined in Section 2.21.2 hereofbelow) an aggregate of 655,000 257,500 private units of the Company (455,000 units by the Sponsor and 200,000 units by the Representative)collectively, which units are identical to the Firm Units subject to certain exceptions (the “Placement Private 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 Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act. The Private Units are identical to the Units, subject to certain exceptions; and the terms of the Private Units, the Class A Ordinary Shares included in the Private Units and the Rights included in the Private Units (the “Private Rights”) are each as described in the Prospectus. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Private Placement Unit Purchase Agreement up to an additional 15,000 Private Units at a purchase price of $10.00 per Private 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 the Placement Units is referred to herein as the “Unit Private Placement.” None of the Placement Private Units nor the underlying Ordinary Shares (“Placement Shares”) and Warrants (“Placement Warrants”) may be sold, assigned or transferred by the Sponsors, the Representative Sponsor or their its permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from The purchase price for the sale of the Placement Units shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Private Units to be purchased paid by the Representative and the underlying component securities will Sponsor shall be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject delivered to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1) of the FINRA Manual. Accordingly, the Placement Units and the underlying component securities may not be sold, transferred, assigned, pledged CST 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 except to any FINRA member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject counsel to the lock-up restriction for Company or the remainder of Representative to hold in a separate escrow account at least 24 hours prior to the time perioddate hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, for a period of 180 days immediately following as the Effective Date of the Registration Statement or commencement of sales of the Offeringcase may be.

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative (and/or its designees) will purchase from the Company pursuant to a Private Placement Units Purchase Agreements Agreement (as defined in Section 2.21.2 hereof2.24.2 below) an aggregate of 655,000 240,000 units (455,000 units by of the Sponsor and 200,000 units by the Representative)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 Closing Date, the Sponsor will purchase from the Company pursuant to the Private Placement Units Purchase Agreement, an additional 16,875 Placement Units (the “Option Placement Units”) at a purchase price of $10.00 per Option 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 Option Placement Units will be returnable to the Company, for a refund of the Placement Units is referred to herein as the “Unit Private Placement.” None of the Placement Units nor the underlying Ordinary Shares (“Placement Shares”) and Warrants (“Placement Warrants”) may be sold, assigned or transferred gross proceeds generated by the Sponsors, the Representative or their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Option Placement Units, to the extent that the Representative does not exercise the Over-allotment Option, on a pro rata basis. The purchase price for the Placement Units shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Option Placement Units to be purchased paid by the Representative and the underlying component securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject Sponsor has been delivered to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1) of the FINRA Manual. Accordingly, the Placement Units and the underlying component securities may not be sold, transferred, assigned, pledged Wilmington 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 except to any FINRA member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject counsel to the lock-up restriction for Company or the remainder of Representative to hold in a separate escrow account at least 24 hours prior to the time perioddate hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, for a period of 180 days immediately following as the Effective Date of the Registration Statement or commencement of sales of the Offeringcase may be.

Unit Private Placement. Simultaneously with On or prior to the Closing Date, the Sponsor and the Representative (and/or its designees) will purchase from the Company pursuant to Purchase Agreements a Subscription Agreement (as defined in Section 2.21.2 hereofbelow) an aggregate of 655,000 315,000 private units of the Company (455,000 units by the Sponsor and 200,000 units by the Representative)collectively, which units are identical to the Firm Units subject to certain exceptions (the “Placement Private Units”) at a purchase price of $10.00 per Placement Private 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 Units are identical to the Units, subject to certain exceptions; and the terms of the Private Units, the Class A Ordinary Shares included in the Private Units, the warrants included in the Private Units (the “Private Warrants”) and the Rights included in the Private Units (the “Private Rights”) are each as described in the Prospectus. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Subscription Agreement up to an additional 28,125 Private Units at a purchase price of $10.00 per Private 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 the Placement Units is referred to herein as the “Unit Private Placement.” None of the Placement Private Units nor the underlying Ordinary Shares (“Placement Shares”) and Warrants (“Placement Warrants”) may be sold, assigned or transferred by the Sponsors, the Representative Sponsor or their its permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from The purchase price for the sale of the Placement Units shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Private Units to be purchased paid by the Representative and the underlying component securities will Sponsor shall be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject delivered to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1) of the FINRA Manual. Accordingly, the Placement Units and the underlying component securities may not be sold, transferred, assigned, pledged CST 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 except to any FINRA member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject counsel to the lock-up restriction for Company or the remainder of Representative to hold in a separate escrow account at least 24 hours prior to the time perioddate hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, for a period of 180 days immediately following as the Effective Date of the Registration Statement or commencement of sales of the Offeringcase may be.

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to Purchase Agreements (as defined in Section 2.21.2 hereof) an aggregate of 655,000 1,360,000 units (455,000 or up to 1,450,000 units if the Over-allotment Option is exercised in full) (1,210,000 units, or up to 1,300,000 units if the Over-allotment Option is exercised in full, by the Sponsor and 200,000 150,000 units by the Representative), which units are identical to the Firm Units Units, subject to certain exceptions (collectively, the “Placement Units”) ), at a purchase price of $10.00 per Placement Unit 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 Ordinary Shares (“Placement Shares”) and Warrants (“Placement Warrants”) may be sold, assigned or transferred by the SponsorsSponsor, the Representative or their permitted transferees until thirty (30) days after consummation of a Business Combination. 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 to be purchased by the Representative and the underlying component securities 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 Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1) of the FINRA Manual). Accordingly, the Placement Units and the underlying component securities may not be 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 commencement of sales of the Registration Statement Offering except to any FINRA member participating in the Offering and the officers or partners partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period, 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, (x) the Sponsor and the Representative (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreements Agreement (as defined in Section 2.21.2 hereofbelow) an aggregate of 655,000 305,000 units (455,000 units by of the Sponsor and 200,000 units by the Representative)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 (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 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 the Placement Units is referred to herein as the “Unit Private Placement.” None of the Placement Units nor the underlying Ordinary Shares (“Placement Shares”) and Warrants (“Placement Warrants”) may be sold, assigned or transferred by the Sponsors, Sponsor or the Representative or their permitted respective transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Representative acknowledges and agrees that purchase price for the Placement Units to be purchased paid by the Representative and the underlying component securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject Sponsor has been delivered to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1) of the FINRA Manual. Accordingly, the Placement Units and the underlying component securities may not be sold, transferred, assigned, pledged CST 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 except to any FINRA member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject counsel to the lock-up restriction for Company or the remainder of Representative to hold in a separate escrow account at least 24 hours prior to the time perioddate hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, for a period of 180 days immediately following as the Effective Date of the Registration Statement or commencement of sales of the Offeringcase may be.

Unit Private Placement. Simultaneously with On or prior to the Closing Date, the Sponsor and the Representative (and/or its designees) will purchase from the Company pursuant to Purchase Agreements a Subscription Agreement (as defined in Section 2.21.2 hereofbelow) an aggregate of 655,000 245,500 private units of the Company (455,000 units by the Sponsor and 200,000 units by the Representative)collectively, which units are identical to the Firm Units subject to certain exceptions (the “Placement Private Units”) at a purchase price of $10.00 per Placement Private 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 Units are identical to the Units, subject to certain exceptions; and the terms of the Private Units, the shares of Common Stock included in the Private Units, the warrants included in the Private Units (the “Private Warrants”) and the Rights included in the Private Units (the “Private Rights”) are each as described in the Prospectus. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Subscription Agreement up to an additional 20,625 Private Units at a purchase price of $10.00 per Private 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 the Placement Units is referred to herein as the “Unit Private Placement.” None of the Placement Private Units nor the underlying Ordinary Shares (“Placement Shares”) and Warrants (“Placement Warrants”) may be sold, assigned or transferred by the Sponsors, the Representative Sponsor or their its permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from The purchase price for the sale of the Placement Units shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Private Units to be purchased paid by the Representative and the underlying component securities will Sponsor shall be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject delivered to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1) of the FINRA Manual. Accordingly, the Placement Units and the underlying component securities may not be sold, transferred, assigned, pledged CST 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 except to any FINRA member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject counsel to the lock-up restriction for Company or the remainder of Representative to hold in a separate escrow account at least 24 hours prior to the time perioddate hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, for a period of 180 days immediately following as the Effective Date of the Registration Statement or commencement of sales of the Offeringcase may be.

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative (and/or its designees) will purchase from the Company pursuant to a Placement Unit Purchase Agreements Agreement (as defined in Section 2.21.2 hereofbelow) an aggregate of 655,000 270,900 units (455,000 units by of the Sponsor and 200,000 units by the Representative)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 will purchase from the Company pursuant to the Placement 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 Securities Act pursuant to Section 4(a)(2) of the Securities 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 Ordinary Shares (“Placement Shares”) and Warrants (“Placement Warrants”) may be sold, assigned or transferred by the Sponsors, Sponsor or the Representative or their permitted respective transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Representative acknowledges and agrees that purchase price for the Placement Units to be purchased paid by the Representative and the underlying component securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject Sponsor has been delivered to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1) of the FINRA Manual. Accordingly, the Placement Units and the underlying component securities may not be sold, transferred, assigned, pledged CST 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 except to any FINRA member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject counsel to the lock-up restriction for Company or the remainder of Representative to hold in a separate escrow account at least 24 hours prior to the time perioddate hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, for a period of 180 days immediately following as the Effective Date of the Registration Statement or commencement of sales of the Offeringcase may be.

Unit Private Placement. Simultaneously with the Closing Date, (x) the Sponsor and the Representative (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreements Agreement (as defined in Section 2.21.2 hereofbelow) an aggregate of 655,000 342,500 units (455,000 units by of the Sponsor and 200,000 units by the Representative)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 34,125 Placement Units (the “Option 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 Ordinary Shares (“Placement Shares”) and Warrants (“Placement Warrants”) may be sold, assigned or transferred by the Sponsors, Sponsor or the Representative or their permitted respective transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Representative acknowledges and agrees that purchase price for the Placement Units to be purchased paid by the Representative and the underlying component securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject Sponsor has been delivered to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1) of the FINRA Manual. Accordingly, the Placement Units and the underlying component securities may not be sold, transferred, assigned, pledged CST 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 except to any FINRA member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject counsel to the lock-up restriction for Company or the remainder of Representative to hold in a separate escrow account at least 24 hours prior to the time perioddate hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, for a period of 180 days immediately following as the Effective Date of the Registration Statement or commencement of sales of the Offeringcase may be.

Unit Private Placement. Simultaneously with On or prior to the Closing Date, (x) the Sponsor and the Representative (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreements Agreement (as defined in Section 2.21.2 hereof2.21.2) an aggregate of 655,000 535,250 units of the Company, and (455,000 y) the Representative (and/or its designees) will purchase from the Company pursuant to a Representative Unit Purchase Agreement (as defined in Section 2.21.2) an aggregate of 93,750 units by of the Sponsor and 200,000 units by the Representative)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 or another available exemption. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1). 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 51,563 Placement Units and (ii) the Representative will purchase from the Company pursuant to the Representative Unit Purchase Agreement, up to an additional 14,062 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 ActAct or another available exemption. The private placement of the Placement Units is referred to herein as the “Unit Private Placement.” None of the Placement Units nor the underlying Ordinary Shares (“Placement Shares”) and Warrants (“Placement Warrants”) may be sold, assigned or transferred by the Sponsors, Sponsor or the Representative or their permitted respective transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Representative acknowledges and agrees that purchase price for the Placement Units to be purchased paid by the Representative and the underlying component securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject Sponsor has been delivered to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1) of the FINRA Manual. Accordingly, the Placement Units and the underlying component securities may not be sold, transferred, assigned, pledged CST 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 except to any FINRA member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject counsel to the lock-up restriction for Company or the remainder of Representative to hold in a separate escrow account at least 24 hours prior to the time perioddate hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, for a period of 180 days immediately following as the Effective Date of the Registration Statement or commencement of sales of the Offeringcase may be.

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor and Sponsor, the Representative and Xxxxx & Company Capital Markets (“CCM”) will purchase from the Company pursuant to Purchase Agreements (as defined in Section 2.21.2 hereof) an aggregate of 655,000 1,000,000 units (455,000 770,000 units by the Sponsor and Sponsor, 200,000 units by the RepresentativeRepresentative and 30,000 units by CCM) or 1,060,000 units if the Underwriter’s over-allotment option is exercised in full (795,500 units by the Sponsor, 230,000 units by the Representative and 34,500 units by CCM), 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 Ordinary Shares (“Placement Shares”) and Warrants (“Placement Warrants”) may be sold, assigned or transferred by the Sponsors, the Representative and CCM or their permitted transferees until thirty (30) days after consummation of a Business Combination. 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 to be purchased by the Representative and the underlying component securities 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 Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1) of the FINRA Manual). Accordingly, the Placement Units and the underlying component securities may not be 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 except to any FINRA member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period, 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 (and/or its designees) will purchase from the Company pursuant to a Placement Unit Purchase Agreements Agreement (as defined in Section 2.21.2 hereofbelow) an aggregate of 655,000 346,394 units (455,000 units by of the Sponsor and 200,000 units by the Representative)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), the Sponsor will purchase from the Company pursuant to the Placement Unit Purchase Agreement, up to an additional 30,937 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 Ordinary Shares (“Placement Shares”) and Warrants (“Placement Warrants”) may be sold, assigned or transferred by the Sponsors, Sponsor or the Representative or their permitted respective transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Representative acknowledges and agrees that purchase price for the Placement Units to be purchased paid by the Representative and the underlying component securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject Sponsor has been delivered to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1) of the FINRA Manual. Accordingly, the Placement Units and the underlying component securities may not be sold, transferred, assigned, pledged CST 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 except to any FINRA member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject counsel to the lock-up restriction for Company or the remainder of Representative to hold in a separate escrow account at least 24 hours prior to the time perioddate hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, for a period of 180 days immediately following as the Effective Date of the Registration Statement or commencement of sales of the Offeringcase may be.

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to the Purchase Agreements (as defined in Section 2.21.2 hereof) an aggregate of 655,000 ), 745,000 private placement units (455,000 495,000 units to be purchased by the Sponsor and 200,000 units 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 Option Private Placement Units, the Class A Ordinary Shares (the “Private Placement Shares”) forming a part of the Private Placement Units and Warrants (“the Option Private Placement Warrants”) Units, or the Class A Ordinary Shares issuable upon exercise of the Class A Rights may be sold, assigned or transferred by the Sponsors, the Representative purchasers or their permitted transferees until thirty (30) 30 days after consummation of a Business Combination. 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 to be purchased by the Representative and the underlying component securities 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 Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1) of the FINRA Manual. Accordingly, the Placement Units and the underlying component securities may not be 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 except to any FINRA member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period, 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 On or prior to the Closing Date, (x) the Sponsor and the Representative (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreements Agreement (as defined in Section 2.21.2) an aggregate of 348,480 units of the Company(the “Sponsor Placement Units’), and (y) the Representative (and/or its designees) will purchase from the Company pursuant to a Representative Unit Purchase Agreement (as defined in Section 2.21.2 hereofbelow) an aggregate of 655,000 40,000 units of the Company (455,000 units by the “Representative Placement Units” and together with the Sponsor and 200,000 units by Placement Units, the Representative“Placement Units”), which units are identical to the Firm Units subject to certain exceptions exceptions, at a purchase price of $10.00 per Placement Unit in a private placement (the “Placement UnitsUnit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act or another available exemption. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1). 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 30,000 Placement Units and the Representative will purchase from the Company pursuant to the Representative Unit Purchase Agreement, up to an additional 6,000 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 ActAct or another available exemption. The private placement of the Placement Units is referred to herein as the “Unit Private Placement.” None of the Placement Units nor the underlying Ordinary Shares (“Placement Shares”) and Warrants (“Placement Warrants”) may be sold, assigned or transferred by the Sponsors, the Representative or their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Representative acknowledges and agrees that purchase price for the Placement Units to be purchased paid by the Representative Sponsor and the underlying component securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject Representative has been delivered to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1) of the FINRA Manual. Accordingly, the Placement Units and the underlying component securities may not be sold, transferred, assigned, pledged CST 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 except to any FINRA member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject counsel to the lock-up restriction for Company or the remainder of Representative to hold in a separate escrow account at least 24 hours prior to the time perioddate hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, for a period of 180 days immediately following as the Effective Date of the Registration Statement or commencement of sales of the Offeringcase may be.

Unit Private Placement. Simultaneously with On or prior to the Closing Date, (x) the Sponsor and the Representative (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreements Agreement (as defined in Section 2.21.2 hereof2.21.2) an aggregate of 655,000 504,000 units of the Company, and (455,000 y) the Representative (and/or its designees) will purchase from the Company pursuant to a Representative Unit Purchase Agreement (as defined in Section 2.21.2) an aggregate of 62,500 units by of the Sponsor and 200,000 units by the Representative)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 or another available exemption. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1). 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 46,875 Placement Units and (ii) the Representative will purchase from the Company pursuant to the Representative Unit Purchase Agreement, up to an additional 9,375 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 ActAct or another available exemption. The private placement of the Placement Units is referred to herein as the “Unit Private Placement.” None of the Placement Units nor the underlying Ordinary Shares (“Placement Shares”) and Warrants (“Placement Warrants”) may be sold, assigned or transferred by the Sponsors, Sponsor or the Representative or their permitted respective transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Representative acknowledges and agrees that purchase price for the Placement Units to be purchased paid by the Representative and the underlying component securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject Sponsor has been delivered to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1) of the FINRA Manual. Accordingly, the Placement Units and the underlying component securities may not be sold, transferred, assigned, pledged CST 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 except to any FINRA member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject counsel to the lock-up restriction for Company or the remainder of Representative to hold in a separate escrow account at least 24 hours prior to the time perioddate hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, for a period of 180 days immediately following as the Effective Date of the Registration Statement or commencement of sales of the Offeringcase may be.

Unit Private Placement. Simultaneously with the Closing DateClosing, the Sponsor Founders and the Representative Anchor Investors will purchase from the Company pursuant to Purchase Agreements the Subscription Agreement (as defined in Section 2.21.2 hereofbelow) an aggregate of 655,000 330,000 units of the Company (455,000 of which 205,000 units will be purchased by the Sponsor Founders and 200,000 units 125,000 will be purchased by the Representative)Anchor Investors) for $2,050,000 in the aggregate (collectively, which units are identical to the Firm Units subject to certain exceptions (the “Placement Units”) at 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 Placement Units and the securities underlying the Placement Units are hereinafter referred to collectively as the “Placement Securities.” Simultaneously with the Option Closing (if applicable), the Founders and Anchor Investors will purchase price from the Company pursuant to the Subscription Agreement, up to an additional 30,000 Placement Units (of $10.00 per Placement Unit which 20,000 will be purchased by the Founders and 10,000 will be purchased by the Anchor Investors) 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 Placement Units shall be identical to the Units sold in the Offering except that the warrants included in the Placement Units shall be (x) non-redeemable by the Company, and (y) may be exercised for cash or on a cashless basis, in each case so long as the warrants continue to be held by the initial purchasers of the Placement Units is referred to herein as the “Unit Private Placement.” None of the Placement Units nor the underlying Ordinary Shares (“Placement Shares”) and Warrants (“Placement Warrants”) may be sold, assigned or transferred by the Sponsors, the Representative or their permitted transferees until thirty (30) days after consummation of as described in the Purchase Agreement and the Warrant Agreement (as defined below)). There will be no placement agent in the Unit Private Placement and no party shall be entitled to a Business Combination. Certain proceeds placement fee or expense allowance from the sale of the Placement Units shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Units to be purchased by the Representative and the underlying component securities 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 Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1) of the FINRA Manual. Accordingly, the Placement Units and the underlying component securities may not be 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 except to any FINRA member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period, for a period of 180 days immediately following the Effective Date of the Registration Statement or commencement of sales of the OfferingSecurities.

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreements Agreement (as defined in Section 2.21.2 hereofbelow) an aggregate of 655,000 230,187 units (455,000 units by of the Sponsor and 200,000 units by the Representative)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 (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 the underlying Class A Ordinary Shares (the “Placement Shares”) and Warrants the Rights (the “Placement WarrantsRights”) underlying the Placement Units, and the Class A Ordinary Shares issuable upon 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 Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsors, the Representative Sponsor or their its permitted transferees (as provided in the Sponsor Unit Purchase Agreement) until thirty (30) days after the consummation of a the Company’s Business Combination. 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 to be purchased by the Representative and the underlying component securities 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 Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1) of the FINRA Manual. AccordinglyPublic Securities, the Placement Units Securities and the underlying component securities may not be sold, transferred, assigned, pledged or hypothecated nor may they be Founder Shares are hereinafter referred to collectively as 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 except to any FINRA member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period, for a period of 180 days immediately following the Effective Date of the Registration Statement or commencement of sales of the Offering“Securities.”

Unit Private Placement. Simultaneously with On or prior to the Closing Date, (x) the Sponsor and the Representative (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreements Agreement (as defined in Section 2.21.2 hereof2.21.2) an aggregate of 655,000 497,500 units of the Company, and (455,000 y) the Representative (and/or its designees) will purchase from the Company pursuant to a Representative Unit Purchase Agreement (as defined in Section 2.21.2) an aggregate of 50,000 units by of the Sponsor and 200,000 units by the Representative)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 or another available exemption. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1). 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 45,000 Placement Units and (ii) the Representative will purchase from the Company pursuant to the Representative Unit Purchase Agreement, up to an additional 7,500 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 ActAct or another available exemption. The private placement of Prior to the Placement Units is referred to herein as Closing Date or the “Unit Private Placement.” None of the Placement Units nor the underlying Ordinary Shares (“Placement Shares”) and Warrants (“Placement Warrants”) may be sold, assigned or transferred by the SponsorsOption Closing Date, the Sponsor shall have provided to the Representative or their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from evidence reasonably satisfactory to the sale of Representative that the Placement Units shall be deposited into the Trust Account. The Representative acknowledges and agrees that purchase price for the Placement Units to be purchased paid by the Representative and the underlying component securities will Sponsor is readily available to be deemed compensation delivered by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days wire transfer in immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1) of the FINRA Manual. Accordingly, the Placement Units and the underlying component securities may not be 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 except to any FINRA member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject available funds to the lock-up restriction for Trust Account on the remainder of Closing Date or the time periodOption Closing Date, for a period of 180 days immediately following as the Effective Date of the Registration Statement or commencement of sales of the Offeringcase may be.

Unit Private Placement. Simultaneously with the Closing DateClosing, the Sponsor Founders and the Representative Anchor Investors will purchase acquire from the Company pursuant to Purchase Agreements the Subscription Agreement (as defined in Section 2.21.2 hereofbelow) an aggregate of 655,000 330,000 units of the Company (455,000 of which 205,000 units will be acquired by the Sponsor and 200,000 units Founders in exchange for cancelation of $1,030,000 of notes issued by the Representative), which units are identical Company to the Firm Units subject to certain exceptions Founders and 125,000 will be acquired by the Anchor Investors) for $2,000,000 in the aggregate (collectively, the “Placement Units”) at in a purchase price private placement (the “Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of $10.00 per the Act. The Placement Unit Units and the securities underlying the Placement Units are hereinafter referred to collectively as the “Placement Securities.” Simultaneously with the Option Closing (if applicable), the Founders and Anchor Investors will acquire from the Company pursuant to the Subscription Agreement, up to an additional 30,000 Placement Units (of which 20,000 will be acquired by the Founders and 10,000 will be acquired by the Anchor Investors) 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 Placement Units shall be identical to the Units sold in the Offering except that the warrants included in the Placement Units shall be (x) non-redeemable by the Company, and (y) may be exercised for cash or on a cashless basis, in each case so long as the warrants continue to be held by the initial purchasers of the Placement Units is referred to herein as the “Unit Private Placement.” None of the Placement Units nor the underlying Ordinary Shares (“Placement Shares”) and Warrants (“Placement Warrants”) may be sold, assigned or transferred by the Sponsors, the Representative or their permitted transferees until thirty (30) days after consummation of as described in the Purchase Agreement and the Warrant Agreement (as defined below)). There will be no placement agent in the Unit Private Placement and no party shall be entitled to a Business Combination. Certain proceeds placement fee or expense allowance from the sale of the Placement Units shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Units to be purchased by the Representative and the underlying component securities 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 Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1) of the FINRA Manual. Accordingly, the Placement Units and the underlying component securities may not be 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 except to any FINRA member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period, for a period of 180 days immediately following the Effective Date of the Registration Statement or commencement of sales of the OfferingSecurities.

Unit Private Placement. Simultaneously with On or prior to the Closing Date, the Sponsor and the Representative (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreements Agreement (as defined in Section 2.21.2 hereof2.21.2) an aggregate of 655,000 395,000 units (455,000 units by of the Sponsor and 200,000 units by the Representative)Company, 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 (the “Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act or another available exemption. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1). 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 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 ActAct or another available exemption. The private placement of the Placement Units is referred to herein as the “Unit Private Placement.” None of the Placement Units nor the underlying Ordinary Shares (“Placement Shares”) and Warrants (“Placement Warrants”) may be sold, assigned or transferred by the Sponsors, Sponsor or the Representative or their permitted respective transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Representative acknowledges and agrees that purchase price for the Placement Units to be purchased paid by the Representative and the underlying component securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject Sponsor has been delivered to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1) of the FINRA Manual. Accordingly, the Placement Units and the underlying component securities may not be sold, transferred, assigned, pledged CST 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 except to any FINRA member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject counsel to the lock-up restriction for Company or the remainder of Representative to hold in a separate escrow account at least 24 hours prior to the time perioddate hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, for a period of 180 days immediately following as the Effective Date of the Registration Statement or commencement of sales of the Offeringcase may be.

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor Sponsor, the Representative, and the Representative Xxxxx & Company Capital Markets (“CCM”) will purchase from the Company pursuant to the Purchase Agreements (as defined in Section 2.21.2 2.22.2 hereof) an aggregate of 655,000 845,000 units (455,000 units by or 891,500 if the Sponsor and 200,000 units by the Representative)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 663,263 Placement Units (or 706,275 Placement Units if the Over-allotment Option is exercised), the Representative has committed to purchase 155,000 Placement Units, 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 Ordinary Shares shares of Common Stock (“Placement Shares”) and Warrants (“Placement Warrants”) may be sold, assigned or transferred by the SponsorsSponsor, the Representative Representative, CCM or their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain 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 to be purchased by the Representative Warrants and the underlying component securities Common Stock 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 Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1) of the FINRA Manual). Accordingly, the Placement Units Warrants and the underlying component securities Common Stock may not be 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 commencement of sales of the Registration Statement Offering, except to any FINRA member participating in the Offering and the officers officers, partners, registered persons or partners affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period, 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 Sponsor, the Representative and Xxxxx & Company Capital Markets (“CCM”) will purchase from the Company pursuant to Purchase Agreements (as defined in Section 2.21.2 hereof) an aggregate of 655,000 1,080,000 units (455,000 860,000 units by the Sponsor and 200,000 Sponsor, 187,000 units by the RepresentativeRepresentative and 33,000 units by CCM) or 1,146,000 units if the Underwriter’s over-allotment option is exercised in full (926,000 units by the Sponsor, 187,000 units by the Representative and 33,000 units by CCM), 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 Ordinary Shares (“Placement Shares”) and Warrants (“Placement Warrants”) may be sold, assigned or transferred by the Sponsors, the Representative and CCM or their permitted transferees until thirty (30) days after consummation of a Business Combination. 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 to be purchased by the Representative and the underlying component securities 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 Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1) of the FINRA Manual). Accordingly, the Placement Units and the underlying component securities may not be 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 except to any FINRA member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period, 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 On or prior to the Closing Date, (x) the Sponsor and the Representative (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreements Agreement (as defined in Section 2.21.2) an aggregate of 348,480 units of the Company (the “Sponsor Placement Units’), and (y) the Representative (and/or its designees) will purchase from the Company pursuant to a Representative Unit Purchase Agreement (as defined in Section 2.21.2 hereofbelow) an aggregate of 655,000 40,000 units of the Company (455,000 units by the “Representative Placement Units” and together with the Sponsor and 200,000 units by Placement Units, the Representative“Placement Units”), which units are identical to the Firm Units subject to certain exceptions exceptions, at a purchase price of $10.00 per Placement Unit in a private placement (the “Placement UnitsUnit Private Placement”) intended to be exempt from registration under the Securities of 1933, as amended (the “Act”) pursuant to Section 4(a)(2) of the Act or another available exemption. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1). 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 30,000 Placement Units and the Representative will purchase from the Company pursuant to the Representative Unit Purchase Agreement, up to an additional 6,000 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 ActAct or another available exemption. The private placement of the Placement Units is referred to herein as the “Unit Private Placement.” None of the Placement Units nor the underlying Ordinary Shares (“Placement Shares”) and Warrants (“Placement Warrants”) may be sold, assigned or transferred by the Sponsors, the Representative or their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Representative acknowledges and agrees that purchase price for the Placement Units to be purchased paid by the Representative Sponsor and the underlying component securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject Representative has been delivered to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1) of the FINRA Manual. Accordingly, the Placement Units and the underlying component securities may not be sold, transferred, assigned, pledged CST 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 except to any FINRA member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject counsel to the lock-up restriction for Company or the remainder of Representative to hold in a separate escrow account at least 24 hours prior to the time perioddate hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, for a period of 180 days immediately following as the Effective Date of the Registration Statement or commencement of sales of the Offeringcase may be.

Unit Private Placement. Simultaneously with the Closing Date, (x) the Sponsor and the Representative (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreements Agreement (as defined in Section 2.21.2 hereofbelow) an aggregate of 655,000 575,000 units (455,000 units by of the Sponsor and 200,000 units by the Representative)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 pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (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 60,000 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 Ordinary Shares (“Placement Shares”) and Warrants (“Placement Warrants”) may be sold, assigned or transferred by the Sponsors, Sponsor or the Representative or their permitted respective transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Representative acknowledges and agrees that purchase price for the Placement Units to be purchased paid by the Representative and the underlying component securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject Sponsor has been delivered to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1) of the FINRA Manual. Accordingly, the Placement Units and the underlying component securities may not be sold, transferred, assigned, pledged Wilmington Trust 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 except to any FINRA member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject counsel to the lock-up restriction for Company or the remainder of Representative to hold in a separate escrow account at least 24 hours prior to the time perioddate hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, for a period of 180 days immediately following as the Effective Date of the Registration Statement or commencement of sales of the Offeringcase may be.

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative (and/or its designees) will purchase from the Company pursuant to a Private Placement Units Purchase Agreements Agreement (as defined in Section 2.21.2 hereofbelow) an aggregate of 655,000 400,000 units (455,000 units by of the Sponsor and 200,000 units by the Representative)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 Closing Date, the Sponsor will purchase from the Company pursuant to the Private Placement Units Purchase Agreement, an additional 30,000 Placement Units (the “Option Placement Units”) at a purchase price of $10.00 per Option 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 Option Placement Units will be returnable to the Company, for a refund of the Placement Units is referred to herein as the “Unit Private Placement.” None of the Placement Units nor the underlying Ordinary Shares (“Placement Shares”) and Warrants (“Placement Warrants”) may be sold, assigned or transferred gross proceeds generated by the Sponsors, the Representative or their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Option Placement Units, to the extent that the Representative does not exercise the Over-allotment Option, on a pro rata basis. The purchase price for the Placement Units shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Option Placement Units to be purchased paid by the Representative and the underlying component securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject Sponsor has been delivered to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1) of the FINRA Manual. Accordingly, the Placement Units and the underlying component securities may not be sold, transferred, assigned, pledged Wilmington 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 except to any FINRA member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject counsel to the lock-up restriction for Company or the remainder of Representative to hold in a separate escrow account at least 24 hours prior to the time perioddate hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, for a period of 180 days immediately following as the Effective Date of the Registration Statement or commencement of sales of the Offeringcase may be.

Unit Private Placement. Simultaneously with the Closing Date, (x) the Sponsor and the Representative (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreements Agreement (as defined in Section 2.21.2 hereofbelow) an aggregate of 655,000 275,000 units (455,000 units by of the Sponsor and 200,000 units by the Representative)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 (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 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 the Placement Units is referred to herein as the “Unit Private Placement.” None of the Placement Units nor the underlying Ordinary Shares (“Placement Shares”) and Warrants (“Placement Warrants”) may be sold, assigned or transferred by the Sponsors, Sponsor or the Representative or their permitted respective transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Representative acknowledges and agrees that purchase price for the Placement Units to be purchased paid by the Representative and the underlying component securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject Sponsor has been delivered to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1) of the FINRA Manual. Accordingly, the Placement Units and the underlying component securities may not be sold, transferred, assigned, pledged CST 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 except to any FINRA member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject counsel to the lock-up restriction for Company or the remainder of Representative to hold in a separate escrow account at least 24 hours prior to the time perioddate hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, for a period of 180 days immediately following as the Effective Date of the Registration Statement or commencement of sales of the Offeringcase may be.

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative (and/or its designees) will purchase from the Company pursuant to a Placement Unit Purchase Agreements Agreement (as defined in Section 2.21.2 hereofbelow) an aggregate of 655,000 326,394 units (455,000 units by of the Sponsor and 200,000 units by the Representative)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), the Sponsor will purchase from the Company pursuant to the Placement Unit Purchase Agreement, up to an additional 30,937 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 Ordinary Shares (“Placement Shares”) and Warrants (“Placement Warrants”) may be sold, assigned or transferred by the Sponsors, Sponsor or the Representative or their permitted respective transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Representative acknowledges and agrees that purchase price for the Placement Units to be purchased paid by the Representative and the underlying component securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject Sponsor has been delivered to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1) of the FINRA Manual. Accordingly, the Placement Units and the underlying component securities may not be sold, transferred, assigned, pledged CST 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 except to any FINRA member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject counsel to the lock-up restriction for Company or the remainder of Representative to hold in a separate escrow account at least 24 hours prior to the time perioddate hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, for a period of 180 days immediately following as the Effective Date of the Registration Statement or commencement of sales of the Offeringcase may be.

Unit Private Placement. Simultaneously with the Closing Date, (x) the Sponsor and the Representative (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreements Agreement (as defined in Section 2.21.2 hereofbelow) an aggregate of 655,000 325,000 units (455,000 units by of the Sponsor and 200,000 units by the Representative)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 (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 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 the Placement Units is referred to herein as the “Unit Private Placement.” None of the Placement Units nor the underlying Ordinary Shares (“Placement Shares”) and Warrants (“Placement Warrants”) may be sold, assigned or transferred by the Sponsors, Sponsor or the Representative or their permitted respective transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Representative acknowledges and agrees that purchase price for the Placement Units to be purchased paid by the Representative and the underlying component securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject Sponsor has been delivered to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1) of the FINRA Manual. Accordingly, the Placement Units and the underlying component securities may not be sold, transferred, assigned, pledged CST 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 except to any FINRA member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject counsel to the lock-up restriction for Company or the remainder of Representative to hold in a separate escrow account at least 24 hours prior to the time perioddate hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, for a period of 180 days immediately following as the Effective Date of the Registration Statement or commencement of sales of the Offeringcase may be.

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor Sponsor, Cantor and the Representative Moelis & Company Group LP, an affiliate of Moelis (“Moelis Group”), will purchase from the Company pursuant to Purchase Agreements (as defined in Section 2.21.2 hereof) an aggregate of 655,000 1,000,000 units (455,000 857,143 units, or up to 917,143 units if the Over-allotment Option is exercised in full, by the Sponsor, 100,000 units by the Sponsor Cantor and 200,000 42,857 units by the RepresentativeMoelis Group), which units are identical to the Firm Units Units, subject to certain exceptions (collectively, the “Firm 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 the Purchase Agreements, up to an additional 60,000 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 ActAct (the “Option Placement Units” and, together with the Firm Placement Units, the “Placement Units”). The private placement of the Placement Units is referred to herein as the “Unit Private Placement.” None of the Placement Units nor the underlying Ordinary Shares (“Placement Shares”) and Warrants (“Placement Warrants”) may be sold, assigned or transferred by the SponsorsSponsor, the Representative Cantor or Moelis Group or their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Representative acknowledges Representatives acknowledge and agrees agree that the Placement Units to be purchased by the Representative Representatives and the underlying component securities 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 Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1) of the FINRA Manual). Accordingly, the Placement Units and the underlying component securities may not be 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 commencement of sales of the Registration Statement Offering except to any FINRA member participating in the Offering and the officers or partners partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period. The Placement Units, Ordinary Shares and Warrants included within the Placement Units and Ordinary Shares issuable upon exercise of the Warrants included within the Placement Units 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 Units are identical to the Firm Units except that the Placement Units (i) may not be sold, assigned or transferred by the Sponsor, Cantor or Moelis Group other than to a permitted transferee until 30 days after consummation of a Business Combination, and (ii) the Placement Units will not be subject to any redemption rights or any rights to distributions from the Trust Account (a) in connection with the consummation of a Business Combination, (b) if the Company fails to consummate a Business Combination within the time period set forth in the Charter Documents or (c) upon liquidation prior to, or upon the expiration of, such time period.. The Public Securities, the Placement Securities, and the Founder Shares are hereinafter referred to collectively as the “Securities”. Each of Cantor and Moelis Group has agreed that it shall have the right to exercise Placement Warrants until and shall forfeit to the Company for a period of 180 days immediately following cancellation any Placement Warrants held by it on the date that is five years after the Effective Date of the Registration Statement or commencement of sales of the OfferingDate.

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative Representatives will purchase from the Company pursuant to Purchase Agreements (as defined in Section 2.21.2 hereof) an aggregate of 655,000 650,000 units (455,000 537,500 units by the Sponsor and 200,000 112,500 units by the RepresentativeRepresentatives), 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 Ordinary Shares (“Placement Shares”) and Warrants (“Placement Warrants”) may be sold, assigned or transferred by the SponsorsSponsor, the Representative Representatives or their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Representative acknowledges Representatives acknowledge and agrees agree that the Placement Units to be purchased by the Representative Representatives and the underlying component securities 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 Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1) of the FINRA Manual5110(e)(2). Accordingly, the Placement Units and the underlying component securities may not be 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 commencement of sales of the Registration Statement Offering except to any FINRA member participating in the Offering and the officers or partners partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period, 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 Purchase Agreements (as defined in Section 2.21.2 hereof) an aggregate of 655,000 1,094,500 units (455,000 822,500 units by the Sponsor and 200,000 272,000 units 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. 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 Ordinary Shares (“Placement Shares”) and Warrants (“Placement Warrants”) may be sold, assigned or transferred by the SponsorsSponsor, the Representative or their permitted transferees until thirty (30) days after consummation of a Business Combination. 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 to be purchased by the Representative and the underlying component securities 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 Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1) of the FINRA Manual). Accordingly, the Placement Units and the underlying component securities may not be 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 except to any FINRA member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period, for a period of 180 days immediately following the Effective Date of the Registration Statement or commencement of sales of the Offering.