Common use of Placement Units Clause in Contracts

Placement Units. Simultaneously with the Closing Date, the Sponsor (and/or their designees) will purchase from the Company pursuant to a Securities Subscription Agreement (as defined below) an aggregate of 325,000 private units of the Company, which are identical to the Firm Units subject to certain exceptions at a purchase price of $10.00 per unit (the “Initial Placement Units”) in a private placement (the “Initial 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 Initial 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 additional units on a pro rata basis (up to a maximum of 24,750 private units at a price of $10.00 per unit) (the “Additional Placement Units”) with the amount of the Over-allotment Option exercised so that at least $10.15 per share sold to the public in this Offering is held in trust regardless of whether the Over-allotment Option is exercised in full or part. The Additional Placement Units are identical to the Firm Units subject to certain exceptions and will be sold in a private placement (the “Additional Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Initial Placement Units and the Additional Placement Units are hereinafter referred to collectively as the “Placement Units”. The Initial Unit Private Placement and the Additional Unit Private Placement are hereinafter referred to collectively as the “Unit Private Placement”. The Placement Units, the ordinary shares, the warrants, and the rights underlying the Placement Units, and the ordinary shares issuable upon exercise of the underlying warrants and rights are hereinafter referred to collectively as the “Placement Securities”. None of the Placement Securities may be sold, assigned or transferred by the Sponsor or its transferees until 30 days after the consummation of a Business Combination. The purchase price for the Placement Units to be paid by the Sponsor has been delivered to AST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The Public Securities, the Insider Shares and the Placement Units are hereinafter referred to collectively as the “Securities.”

Placement Units. Simultaneously with the Closing DateClosing, American Physicians, LLC, the Sponsor sponsor of the Company (and/or their designeesthe “Sponsor”) will and I-Bankers shall purchase from the Company pursuant to a Securities the Subscription Agreement (as defined belowin Section 2.24.2 hereof) an aggregate of 325,000 private 479,000 units (the “Placement Units”) (of which 414,000 Placement Units will be purchased by the Company, which are identical to the Firm Sponsor and 65,000 Placement Units subject to certain exceptions will be purchased by I-Bankers) at a purchase price of $10.00 per unit (the “Initial Placement Units”) Unit in a private placement (the “Initial 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 Initial 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 additional units on a pro rata basis (up to a maximum of 24,750 private units at a price of $10.00 per unit) (the “Additional Placement Units”) with the amount of the Over-allotment Option exercised so that at least $10.15 per share sold to the public in this Offering is held in trust regardless of whether the Over-allotment Option is exercised in full or part. The Additional Placement Units are identical to the Firm Units subject to certain exceptions and will be sold in a private placement (the “Additional Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Initial Placement Units and the Additional securities underlying the Placement Units are hereinafter referred to collectively as the “Placement Units”Securities.” The Placement Units shall be identical to the Units sold in the Offering except that the warrants included in the Placement Units shall be (i) non-redeemable by the Company, and (ii) 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 or their permitted transferees (as described in the Subscription Agreement and the Warrant Agreement (as defined in Section 2.22 hereof)). The Initial Unit There will be no placement agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance from the Additional Unit Private Placement are hereinafter referred to collectively as the “Unit Private Placement”. The Placement Units, the ordinary shares, the warrants, and the rights underlying sale of the Placement UnitsSecurities. I-Bankers agrees not to transfer, and the ordinary shares issuable upon exercise of the underlying warrants and rights are hereinafter referred to collectively as the “Placement Securities”. None assign or sell any of the Placement Securities may be sold, assigned or transferred by the Sponsor or and agrees to waive its transferees until 30 days after the consummation of a Business Combination. The purchase price for redemption and liquidation rights with respect to such the Placement Units Securities pursuant to the terms set forth in that certain Unit Subscription Agreement dated as of the date hereof. Additionally, I-Bankers agrees that it will not: (a) sell, transfer, assign, pledge or hypothecate the Placement Securities for a period of 180 days following the Effective Date to anyone other than: (i) an underwriter or a selected dealer participating in the Offering, or (ii) an officer, partner, registered person, or affiliate of the Representative or of any such underwriter or selected dealer, in each case in accordance with FINRA Conduct Rule 5110(e)(1), or (b) cause the Placement Securities to be paid by the Sponsor has been delivered to AST subject of any hedging, short sale, derivative, put or counsel to call transaction, for a period of 180 days following 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 Effective Date, as that would result in the case may be. The Public effective economic disposition of the Placement Securities, the Insider Shares and the Placement Units are hereinafter referred to collectively except as the “Securitiesprovided for in FINRA Rule 5110(3)(2).”

Placement Units. Simultaneously with the Closing DateClosing, the Sponsor Bellevue Global Life Sciences Investors LLC (and/or their designees“Sponsor”) will shall purchase from the Company Company, pursuant to a Securities Subscription Agreement (as defined below) written purchase agreement an aggregate of 325,000 430,000 private placement units of (the Company, which are identical to the Firm Units subject to certain exceptions “Placement Units”) at a purchase price of $10.00 per unit (the “Initial Placement Units”) Unit in a private placement (the “Initial 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 Initial 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 additional units on a pro rata basis (up to a maximum of 24,750 private units at a price of $10.00 per unit) (the “Additional Placement Units”) with the amount of the Over-allotment Option exercised so that at least $10.15 per share sold to the public in this Offering is held in trust regardless of whether the Over-allotment Option is exercised in full or part. The Additional Placement Units are identical to the Firm Units subject to certain exceptions and will be sold in a private placement (the “Additional Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Initial Placement Units and the Additional Placement Units are hereinafter referred to collectively as the “Placement Units”. The Initial Unit Private Placement and the Additional Unit Private Placement are hereinafter referred to collectively as the “Unit Private Placement”. The Placement Units, the ordinary sharesshares of Common Stock included in the Placement Units (the “Placement Shares”), the warrantsWarrants included in the Placement Units (the “Placement Warrants”), the Rights includes in the Placement Units (the “Placement Rights”) and the rights shares of Common Stock underlying the Placement Units, Warrants and the ordinary shares issuable upon exercise of the underlying warrants and rights Placement Rights are hereinafter referred to collectively as the “Placement Securities”. None of ,” and the Public Securities and the Placement Securities may be sold, assigned or transferred by the Sponsor or its transferees until 30 days after the consummation of a Business Combination. The purchase price for the Placement Units to be paid by the Sponsor has been delivered to AST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The Public Securities, the Insider Shares and the Placement Units are hereinafter referred to collectively as the “Securities.”” Each Placement Unit shall be identical to the Units sold in the Offering, except that (i) the Placement Units and their component securities may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities period of one hundred eighty (180) days immediately following the commencement of sales in the offering and will not be transferable, assignable or salable until after the completion of the Company’s Business Combination except to permitted transferees, and that the component securities, so long as they are held by the Sponsor or its permitted transferees, will be entitled to registration rights; and (ii) the Placement Warrants will be non-redeemable by the Company and may be exercised for cash or on a cashless basis as described in the Prospectus, in each case, so long as the Placement Warrants continue to be held by the initial purchasers of the Placement Warrants or their permitted transferees (as described in the Subscription Agreement and the Warrant Agreement (as defined in Section 2.24 hereof)). There will be no placement agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securities.

Placement Units. Simultaneously with the Closing DateClosing, the Sponsor Mountain Crest Capital LLC (and/or their designees“MCC”) will and Chardan shall purchase from the Company Company, pursuant to a Securities Subscription Agreement (as defined below) written purchase agreement an aggregate of 325,000 private 185,000 placement units of the Company, which are identical to the Firm Units subject to certain exceptions at a purchase price of $10.00 per unit (the “Initial Placement Units”) Unit in a private placement (the “Initial Unit Private Placement”), intended to ) of which 135,000 Placement Units will be exempt from registration under the Securities Act of 1933, as amended purchased by MCC (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Initial 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 additional units on a pro rata basis (up to a maximum of 24,750 private units at a price of $10.00 per unit) (the “Additional MCC Placement Units”) with the amount of the Over-allotment Option exercised so that at least $10.15 per share sold to the public in this Offering is held in trust regardless of whether the Over-allotment Option is exercised in full or part. The Additional and 50,000 Placement Units are identical to the Firm Units subject to certain exceptions and will be sold in a private placement purchased by Chardan (the “Additional Unit Private PlacementChardan Placement Units”) intended to be exempt from registration under , and together with the Act pursuant to Section 4(a)(2) of the Act. The Initial MCC Placement Units and the Additional Placement Units are hereinafter referred to collectively as Units, the “Placement Units”. The Initial Unit Private Placement and the Additional Unit Private Placement are hereinafter referred to collectively as the “Unit Private Placement”). The Placement Units, the ordinary shares, shares of Common Stock and the warrantsRights included in the Placement Units (the “Placement Rights”), and the rights shares of Common Stock underlying the Placement Units, and the ordinary shares issuable upon exercise of the underlying warrants and rights Rights are hereinafter referred to collectively as the “Placement Securities”.” Each Placement Unit shall be identical to the Units sold in the Offering. None There will be no placement agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securities may be soldSecurities. Pursuant to Rule 5110(g)(1) of FINRA’s Rules, assigned or transferred by the Sponsor or its transferees until 30 days after the consummation of a Business Combination. The purchase price for the Placement Units to be paid by the Sponsor has been delivered to AST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The Public Securities, the Insider Shares and the Placement Units are hereinafter referred subject to collectively as a lock-up for a period of one hundred eighty (180) days immediately following the “SecuritiesEffective Date of the Registration Statement or the commencement of sales in the Offering, and, for a one year period (including the foregoing one hundred eighty (180) day period) following the Effective Date, may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities.”

Placement Units. Simultaneously with the Closing DateClosing, Double Ventures Holdings Limited, the Sponsor sponsor of the Company (and/or their designeesthe “Sponsor”), Hua Mao and Xxxxx Xxxx (the “Anchor Investors”) will and I-Bankers shall purchase from the Company pursuant to a Securities the Subscription Agreement (as defined belowin Section 2.24.2 hereof) an aggregate of 325,000 private 350,000 units (the “Placement Units”) (of which 275,000 Placement Units will be purchased by the CompanySponsor and the Anchor Investors, which are identical to the Firm and 75,000 Placement Units subject to certain exceptions will be purchased by I-Bankers) at a purchase price of $10.00 per unit (the “Initial Placement Units”) Unit in a private placement (the “Initial 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 Initial 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 additional units on a pro rata basis (up to a maximum of 24,750 private units at a price of $10.00 per unit) (the “Additional Placement Units”) with the amount of the Over-allotment Option exercised so that at least $10.15 per share sold to the public in this Offering is held in trust regardless of whether the Over-allotment Option is exercised in full or part. The Additional Placement Units are identical to the Firm Units subject to certain exceptions and will be sold in a private placement (the “Additional Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Initial Placement Units and the Additional securities underlying the Placement Units are hereinafter referred to collectively as the “Placement Units”Securities.” The Placement Units shall be identical to the Units sold in the Offering except that the warrants included in the Placement Units shall be (i) non-redeemable by the Company, and (ii) 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 or their permitted transferees (as described in the Subscription Agreement and the Warrant Agreement (as defined in Section 2.22 hereof)). The Initial Unit There will be no placement agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance from the Additional Unit Private Placement are hereinafter referred to collectively as the “Unit Private Placement”. The Placement Units, the ordinary shares, the warrants, and the rights underlying sale of the Placement UnitsSecurities. I-Bankers agrees not to transfer, and the ordinary shares issuable upon exercise of the underlying warrants and rights are hereinafter referred to collectively as the “Placement Securities”. None assign or sell any of the Placement Securities may be sold, assigned or transferred by the Sponsor or and agrees to waive its transferees until 30 days after the consummation of a Business Combination. The purchase price for redemption and liquidation rights with respect to such the Placement Units Securities pursuant to the terms set forth in that certain Unit Subscription Agreement dated as of the date hereof. Additionally, I-Bankers agrees that it will not: (a) sell, transfer, assign, pledge or hypothecate the Placement Securities for a period of 180 days following the Effective Date to anyone other than: (i) an underwriter or a selected dealer participating in the Offering, or (ii) a bona fide officer or partner of the Representative or of any such underwriter or selected dealer, in each case in accordance with FINRA Conduct Rule 5110(g)(1), or (b) cause the Placement Securities to be paid by the Sponsor has been delivered to AST subject of any hedging, short sale, derivative, put or counsel to call transaction, for a period of 180 days following 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 Effective Date, as that would result in the case may be. The Public effective economic disposition of the Placement Securities, the Insider Shares and the Placement Units are hereinafter referred to collectively except as the “Securitiesprovided for in FINRA Rule 5110(g)(2).”

Placement Units. Simultaneously with the Closing Dateconsummation of the Offering, Liberty Fields, LLC (the Sponsor (and/or their designees“Sponsor”) will shall purchase from the Company pursuant to a Securities the Subscription Agreement (as defined belowin Section 2.25(b) hereof) an aggregate of 325,000 private 477,775 units of the Company, 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 “Initial Placement Units”) Unit in a private placement (the “Initial 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 Initial 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 additional units on a pro rata basis (up to a maximum of 24,750 private units at a price of $10.00 per unit) (the “Additional Placement Units”) with the amount of the Over-allotment Option exercised so that at least $10.15 per share sold to the public in this Offering is held in trust regardless of whether the Over-allotment Option is exercised in full or part. The Additional Placement Units are identical to the Firm Units subject to certain exceptions and will be sold in a private placement (the “Additional Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Initial Placement Units and terms of the Additional Placement Units are hereinafter referred to collectively as described in the “Placement Units”. The Initial Unit Private Placement and the Additional Unit Private Placement are hereinafter referred to collectively Prospectus (as the “Unit Private Placement”defined in Section 2.1(a) below). The Placement Units, the ordinary shares, shares of Class A Common Stock (the warrants, “Placement Shares”) and Warrants (the rights “Placement Warrants”) underlying the Placement Units, and the ordinary shares of Common Stock issuable upon exercise of the underlying warrants and rights Placement Warrants are hereinafter referred to collectively as the “Placement Securities”. None .” Except as disclosed in the Registration Statement, there will be no placement agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securities may be sold, assigned or transferred by the Sponsor or its transferees until 30 days after the consummation of a Business CombinationSecurities. The purchase price for the Placement Units to be paid by Subscription Agreement shall state that the Sponsor has been delivered agreed (i) to AST or counsel waive its redemption rights with respect to the Company or Placement Securities in connection with the Representative completion of the initial Business Combination and (ii) to hold in a separate escrow waive its rights to liquidating distributions from the trust account at least 24 hours prior with respect to the date hereof so that Placement Securities if the Company fails to complete the initial Business Combination within twelve (12) months from the closing of the Offering (or fifteen (15) months or up to twenty-one (21) months if the Company chooses to extend such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Dateperiod, as the case may be. The Public Securities, the Insider Shares and the Placement Units are hereinafter referred to collectively as the “Securitiesdescribed in more detail in this Prospectus).”

Placement Units. Simultaneously with the Closing DateClosing, the Sponsor Mountain Crest Holding III, LLC (and/or their designees“Sponsor”) will and Chardan shall purchase from the Company Company, pursuant to a Securities Subscription Agreement (as defined below) written purchase agreement an aggregate of 325,000 private 185,000 placement units of the Company, which are identical to the Firm Units subject to certain exceptions at a purchase price of $10.00 per unit (the “Initial Placement Units”) Unit in a private placement (the “Initial Unit Private Placement”), intended to ) of which 110,000 Placement Units will be exempt from registration under the Securities Act of 1933, as amended purchased by Sponsor (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Initial 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 additional units on a pro rata basis (up to a maximum of 24,750 private units at a price of $10.00 per unit) (the “Additional Placement Units”) with the amount of the Over-allotment Option exercised so that at least $10.15 per share sold to the public in this Offering is held in trust regardless of whether the Over-allotment Option is exercised in full or part. The Additional and 75,000 Placement Units are identical to the Firm Units subject to certain exceptions and will be sold in a private placement purchased by Chardan (the “Additional Unit Private PlacementChardan Placement Units”) intended to be exempt from registration under , and together with the Act pursuant to Section 4(a)(2) of the Act. The Initial Sponsor Placement Units and the Additional Placement Units are hereinafter referred to collectively as Units, the “Placement Units”. The Initial Unit Private Placement and the Additional Unit Private Placement are hereinafter referred to collectively as the “Unit Private Placement”). The Placement Units, the ordinary shares, shares of Common Stock and the warrantsRights included in the Placement Units (the “Placement Rights”), and the rights shares of Common Stock underlying the Placement Units, and the ordinary shares issuable upon exercise of the underlying warrants and rights Rights are hereinafter referred to collectively as the “Placement Securities”.” Each Placement Unit shall be identical to the Units sold in the Offering. None There will be no placement agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securities may be soldSecurities. Pursuant to Rule 5110(g)(1) of FINRA’s Rules, assigned or transferred by the Sponsor or its transferees until 30 days after the consummation of a Business Combination. The purchase price for the Placement Units to be paid by the Sponsor has been delivered to AST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The Public Securities, the Insider Shares and the Placement Units are hereinafter referred subject to collectively as a lock-up for a period of one hundred eighty (180) days immediately following the “SecuritiesEffective Date of the Registration Statement or the commencement of sales in the Offering, and, for a one year period (including the foregoing one hundred eighty (180) day period) following the Effective Date, may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities.”

Placement Units. Simultaneously with the Closing Date, the Sponsor (and/or their designees) will purchase from the Company pursuant to a Securities Subscription Agreement (as defined below) an aggregate of 325,000 310,000 private units of the Company, which are identical to the Firm Units subject to certain exceptions at a purchase price of $10.00 per unit (the “Initial Placement Units”) in a private placement (the “Initial 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 Initial 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 additional units on a pro rata basis (up to a maximum of 24,750 22,500 private units at a price of $10.00 per unit) (the “Additional Placement Units”) with the amount of the Over-allotment Option exercised so that at least $10.15 10.10 per share sold to the public in this Offering is held in trust regardless of whether the Over-allotment Option is exercised in full or part. The Additional Placement Units are identical to the Firm Units subject to certain exceptions and will be sold in a private placement (the “Additional Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Initial Placement Units and the Additional Placement Units are hereinafter referred to collectively as the “Placement Units”. The Initial Unit Private Placement and the Additional Unit Private Placement are hereinafter referred to collectively as the “Unit Private Placement”. The Placement Units, the ordinary shares, the warrants, rights and the rights warrants underlying the Placement Units, and the ordinary shares issuable upon exercise of the underlying warrants and rights are hereinafter referred to collectively as the “Placement Securities”. None of the Placement Securities may be sold, assigned or transferred by the Sponsor or its transferees until 30 days after the consummation of a Business Combination. The purchase price for the Placement Units to be paid by the Sponsor has been delivered to AST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The Public Securities, the Insider Shares and the Placement Units are hereinafter referred to collectively as the “Securities.”

Placement Units. Simultaneously with the Closing Date, the Sponsor (and/or their designees) will purchase from the Company pursuant to a Securities Subscription Sponsor Unit Purchase Agreement (as defined below) an aggregate of 325,000 275,000 private units of the Company, which are identical to the Firm Units subject to certain exceptions at a purchase price of $10.00 per unit (the “Initial Placement Units”) in a private placement (the “Initial 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 Initial 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 additional units on a pro rata basis (up to a maximum of 24,750 15,000 private units at a price of $10.00 per unit) (the “Additional Placement Units”) with the amount of the Over-allotment Option exercised so that at least $10.15 10.00 per share sold to the public in this Offering is held in trust regardless of whether the Over-allotment Option is exercised in full or part. The Additional Placement Units are identical to the Firm Units subject to certain exceptions and will be sold in a private placement (the “Additional Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Initial Placement Units and the Additional Placement Units are hereinafter referred to collectively as the “Placement Units”. The Initial Unit Private Placement and the Additional Unit Private Placement are hereinafter referred to collectively as the “Unit Private Placement”. The Placement Units, the ordinary shares, the warrants, shares and the rights warrants underlying the Placement Units, and the ordinary shares issuable upon exercise of the underlying warrants and rights are hereinafter referred to collectively as the “Placement Securities”. None of the Placement Securities may be sold, assigned or transferred by the Sponsor or its transferees until 30 days after the consummation of a Business Combination. The purchase price for the Placement Units to be paid by the Sponsor has been delivered to AST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The Public Securities, the Insider Shares and the Placement Units are hereinafter referred to collectively as the “Securities.”

Placement Units. Simultaneously with the Closing DateClosing, the Sponsor Aquaron Investments, LLC (and/or their designees“Sponsor”) will and Chardan shall purchase from the Company Company, pursuant to a Securities Subscription Agreement (as defined below) written purchase agreement an aggregate of 325,000 private 281,250 placement units of the Company, which are identical to the Firm Units subject to certain exceptions at a purchase price of $10.00 per unit (the “Initial Placement Units”) Unit in a private placement (the “Initial Unit Private Placement”), intended to ) of which 231,250 Placement Units will be exempt from registration under the Securities Act of 1933, as amended purchased by Sponsor (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Initial 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 additional units on a pro rata basis (up to a maximum of 24,750 private units at a price of $10.00 per unit) (the “Additional Placement Units”) with the amount of the Over-allotment Option exercised so that at least $10.15 per share sold to the public in this Offering is held in trust regardless of whether the Over-allotment Option is exercised in full or part. The Additional and 50,000 Placement Units are identical to the Firm Units subject to certain exceptions and will be sold in a private placement purchased by Chardan (the “Additional Unit Private PlacementChardan Placement Units”) intended to be exempt from registration under , and together with the Act pursuant to Section 4(a)(2) of the Act. The Initial Sponsor Placement Units and the Additional Placement Units are hereinafter referred to collectively as Units, the “Placement Units”. The Initial Unit Private Placement and the Additional Unit Private Placement are hereinafter referred to collectively as the “Unit Private Placement”). The Placement Units, the ordinary sharesshares of Common Stock, the warrantsRights included in the Placement Units (the “Placement Rights”), the shares of Common Stock underlying the Placement Rights, the Warrants included in the Placement Units (the “Placement Warrants”), and the rights underlying the Placement Units, and the ordinary shares of Common Stock issuable upon the exercise of the underlying warrants and rights Placement Warrants, are hereinafter referred to collectively as the “Placement Securities”.” Each Placement Unit shall be identical to the Units sold in the Offering except that (I) the Placement Warrants (a) shall be non-redeemable by the Company, (b) may not, subject to certain limited exceptions set forth in the Subscription Agreements (as defined in Section 2.24.2 hereof), be transferred, assigned or sold by the initial purchaser until thirty (30) days after the completion of the Company’s initial business combination, (c) may be exercised for cash or on a cashless basis, as described in the Prospectus and (II) the Placement Units will include any additional terms or restrictions as is customary in other similarly structured blank check company offerings or as may be reasonably required by the Underwriters in order to consummate the Offering, each of which will be set forth in the Registration Statement. None Additionally, the holders of the Placement Securities may Units shall be sold, assigned or transferred by the Sponsor or its transferees until 30 days after the consummation of a Business Combination. The purchase price for subject to those additional limitations and requirements with respect to the Placement Units and underlying securities as set forth in the Subscription Agreements (as defined in Section 2.24.2). There will be no placement agent in the Private Placement and no party shall be entitled to be paid by a placement fee or expense allowance from the Sponsor has been delivered sale of the Placement Securities. Pursuant to AST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing DateRule 5110(e)(1) of FINRA’s Rules, as the case may be. The Public Securities, the Insider Shares and the Placement Units are hereinafter referred subject to collectively as a lock-up for a period of one hundred eighty (180) days immediately following the “SecuritiesEffective Date of the Registration Statement or the commencement of sales in the Offering, and, for a one year period (including the foregoing one hundred eighty (180) day period) following the Effective Date, may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities. Additionally, the Placement Warrants purchased by Chardan will not be exercisable or convertible more than five years from the commencement of sales of the Offering in compliance with FINRA Rule 5110(g)(8)(A).”

Placement Units. Simultaneously with the Closing Date, the Sponsor (and/or their designees) will purchase from the Company pursuant to a Securities Subscription Agreement (as defined below) an aggregate of 325,000 private units of the Company, which are identical to the Firm Units subject to certain exceptions at a purchase price of $10.00 per unit (the “Initial Placement Units”) in a private placement (the “Initial 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 Initial 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 additional units on a pro rata basis (up to a maximum of 24,750 private units at a price of $10.00 per unit) (the “Additional Placement Units”) with the amount of the Over-allotment Option exercised so that at least $10.15 10.10 per share sold to the public in this Offering is held in trust regardless of whether the Over-allotment Option is exercised in full or part. The Additional Placement Units are identical to the Firm Units subject to certain exceptions and will be sold in a private placement (the “Additional Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Initial Placement Units and the Additional Placement Units are hereinafter referred to collectively as the “Placement Units”. The Initial Unit Private Placement and the Additional Unit Private Placement are hereinafter referred to collectively as the “Unit Private Placement”. The Placement Units, the ordinary shares, the warrants, rights and the rights warrants underlying the Placement Units, and the ordinary shares issuable upon exercise of the underlying warrants and rights are hereinafter referred to collectively as the “Placement Securities”. None of the Placement Securities may be sold, assigned or transferred by the Sponsor or its transferees until 30 days after the consummation of a Business Combination. The purchase price for the Placement Units to be paid by the Sponsor has been delivered to AST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The Public Securities, the Insider Shares and the Placement Units are hereinafter referred to collectively as the “Securities.”

Placement Units. Simultaneously with the Closing Date, the Sponsor (and/or their designees) will purchase from the Company pursuant to a Securities Subscription Agreement (as defined below) an aggregate of 325,000 private units of the Company, which are identical to the Firm Units subject to certain exceptions at a purchase price of $10.00 per unit (the “Initial Placement Units”) in a private placement (the “Initial 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 Initial 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 additional units on a pro rata basis (up to a maximum of 24,750 private units at a price of $10.00 per unit) (the “Additional Placement Units”) with the amount of the Over-allotment Option exercised so that at least $10.15 10.10 per share sold to the public in this Offering is held in trust regardless of whether the Over-allotment Option is exercised in full or part. The Additional Placement Units are identical to the Firm Units subject to certain exceptions and will be sold in a private placement (the “Additional Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Initial Placement Units and the Additional Placement Units are hereinafter referred to collectively as the “Placement Units”. The Initial Unit Private Placement and the Additional Unit Private Placement are hereinafter referred to collectively as the “Unit Private Placement”. The Placement Units, the ordinary shares, the warrants, shares and the rights warrants underlying the Placement Units, and the ordinary shares issuable upon exercise of the underlying warrants and rights are hereinafter referred to collectively as the “Placement Securities”. None of the Placement Securities may be sold, assigned or transferred by the Sponsor or its transferees until 30 days after the consummation of a Business Combination. The purchase price for the Placement Units to be paid by the Sponsor has been delivered to AST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The Public Securities, the Insider Shares and the Placement Units are hereinafter referred to collectively as the “Securities.”

Placement Units. Simultaneously with the Closing DateClosing, the Sponsor Pacifico Capital LLC (and/or their designees“Sponsor”) will and Chardan shall purchase from the Company Company, pursuant to a Securities Subscription Agreement (as defined below) written purchase agreement an aggregate of 325,000 private 281,250 placement units of the Company, which are identical to the Firm Units subject to certain exceptions at a purchase price of $10.00 per unit (the “Initial Placement Units”) Unit in a private placement (the “Initial Unit Private Placement”), intended to ) of which 231,250 Placement Units will be exempt from registration under the Securities Act of 1933, as amended purchased by Sponsor (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Initial 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 additional units on a pro rata basis (up to a maximum of 24,750 private units at a price of $10.00 per unit) (the “Additional Placement Units”) with the amount of the Over-allotment Option exercised so that at least $10.15 per share sold to the public in this Offering is held in trust regardless of whether the Over-allotment Option is exercised in full or part. The Additional and 50,000 Placement Units are identical to the Firm Units subject to certain exceptions and will be sold in a private placement purchased by Chardan (the “Additional Unit Private PlacementChardan Placement Units”) intended to be exempt from registration under , and together with the Act pursuant to Section 4(a)(2) of the Act. The Initial Sponsor Placement Units and the Additional Placement Units are hereinafter referred to collectively as Units, the “Placement Units”. The Initial Unit Private Placement and the Additional Unit Private Placement are hereinafter referred to collectively as the “Unit Private Placement”). The Placement Units, the ordinary shares, shares of Common Stock and the warrantsRights included in the Placement Units (the “Placement Rights”), and the rights shares of Common Stock underlying the Placement Units, and the ordinary shares issuable upon exercise of the underlying warrants and rights Rights are hereinafter referred to collectively as the “Placement Securities”.” Each Placement Unit shall be identical to the Units sold in the Offering. None There will be no placement agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securities may be soldSecurities. Pursuant to Rule 5110(g)(1) of FINRA’s Rules, assigned or transferred by the Sponsor or its transferees until 30 days after the consummation of a Business Combination. The purchase price for the Placement Units to be paid by the Sponsor has been delivered to AST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The Public Securities, the Insider Shares and the Placement Units are hereinafter referred subject to collectively as a lock-up for a period of one hundred eighty (180) days immediately following the “SecuritiesEffective Date of the Registration Statement or the commencement of sales in the Offering, and, for a one year period (including the foregoing one hundred eighty (180) day period) following the Effective Date, may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities.”