Common use of Unit Private Placement Clause in Contracts

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to Purchase Agreement (as defined in Section 2.21.2 hereof), 375,000 units, which units are identical to the Firm Units, subject to certain exceptions (the “Placement Units”), at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the 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 shares of Common Stock (“Placement Shares”) and Warrants (“Placement Warrants”) may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Units shall be deposited into the Trust Account.

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to the Purchase Agreement Agreements (as defined in Section 2.21.2 2.22.2 hereof), 375,000 an aggregate of 910,000 units (with the Sponsor purchasing 610,000 units and the Representative purchasing 300,000 units), which units are identical to the Firm Units, 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 the Purchase AgreementAgreements, up to an additional 30,000 22,500 Placement Units, at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Units is referred to herein as the “Unit Private Placement.” None of the Placement Units nor the underlying shares of Common Stock (the “Placement Shares”) and Warrants or warrants (the “Placement Warrants”) may be sold, assigned or transferred by the Sponsor initial purchasers or its their permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Units shall be deposited into the Trust Account.

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to the Purchase Agreement Agreements (as defined in Section 2.21.2 2.22.2 hereof), 375,000 an aggregate of 999,700 units (with the Sponsor purchasing 779,700 units and the Representative purchasing 220,000 units), which units are identical to the Firm Units, 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 ActAct (the “Private Placement”). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Purchase AgreementAgreements, up to an additional 30,000 32,200 Placement Units, at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Units is referred to herein as the “Unit Private Placement.” None of the Placement Units nor the underlying shares of Common Stock (the “Placement Shares”) and Warrants or warrants (the “Placement Warrants”) may be sold, assigned or transferred by the Sponsor initial purchasers or its their permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Units shall be deposited into the Trust Account.

Unit Private Placement. Simultaneously with the Closing Date, (x) the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 285,290 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933 (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 (as defined in Section 2.21.2 hereof)Agreement, 375,000 units, which units are identical up to the Firm Units, subject to certain exceptions (the “an additional 30,000 Placement Units”), 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 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 shares of Common Stock (“Placement Shares”) and Warrants (“Placement Warrants”) may be sold, assigned or transferred by the Sponsor or its permitted the Representative or their respective transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of purchase price for the Placement Units shall to be deposited into 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 AccountAccount on the Closing Date or the Option Closing Date, as the case may be.

Unit Private Placement. Simultaneously with the Closing Date, (x) the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement (as defined in Section 2.21.2 hereof), 375,000 unitsbelow) an aggregate of 360,530 units of the Company, 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 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 Sponsor Unit Purchase Agreement, up to an additional 30,000 37,500 Placement Units, 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 as the “Unit Private Placement.” None of the Placement Units nor the underlying shares of Common Stock (“Placement Shares”) and Warrants (“Placement Warrants”) may be sold, assigned or transferred paid by the Sponsor has been delivered to CST or its permitted transferees until thirty (30) days after consummation of counsel to the Company or the Representative to hold in a Business Combination. The proceeds from separate escrow account at least 24 hours prior to the sale of the Placement Units shall date hereof so that such funds are readily available to be deposited into delivered to the Trust AccountAccount on the Closing Date or the Option Closing Date, as the case may be.