Common use of Private Placement Clause in Contracts

Private Placement. Simultaneously with the Closing Date, (i) the Sponsor will purchase from the Company, pursuant to the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 Placement Warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), each at a purchase price of $1.00 per Placement Warrant, 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 Warrants to the Sponsor and the Representative is referred to herein as the “Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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 commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, 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.

Private Placement. Simultaneously with the Closing Date, (i) the Sponsor will purchase from the Company, pursuant to the a Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2)warrants, which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 Placement Warrants, which Placement Warrants (whether or not are substantially identical to the Over-allotment Option is then-exercised in full in accordance with Section 1.2)Public Warrants subject to certain exceptions, each at a purchase price of $1.00 per Placement Warrant, 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 Warrants to the Sponsor and the Representative is referred to herein as the “Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement (as defined below) 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). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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 commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, 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.

Private Placement. Simultaneously with the Closing Date, (i) the Sponsor will purchase from the Company, pursuant to the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 4,200,000 private placement warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 2,200,000 Placement Warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), each at a purchase price of $1.00 per Placement Warrant, 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 Warrants to the Sponsor and the Representative is referred to herein as the “Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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 commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, 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.

Private Placement. Simultaneously with the Closing Date, (i) the Sponsor will purchase from the Company, pursuant to the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 2,250,000 private placement warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 1,250,000 Placement Warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), each at a purchase price of $1.00 2.00 per Placement Warrant, 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 Warrants to the Sponsor and the Representative is referred to herein as the “Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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 commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, 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.

Private Placement. Simultaneously with the Closing Date, (i) the Sponsor will purchase from the Company, pursuant to the Sponsor Purchase Agreement Agreements (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants the Sponsor and its designees (whether or not collectively, the Over-allotment Option is then-exercised in full in accordance with Section 1.2)“Collective Purchasers”) and the Representative will purchase from the Company 187,500 units and 75,000 units, respectively, which private placement warrants units are substantially identical to the Public Warrants Units, subject to certain exceptions described in Section 1.4.3 (the “Placement Units”), at a purchase price of $10.00 per Placement Unit, and the Collective Purchasers will purchase from the Company 1,875,000 warrants, which warrants are identical to the Warrants underlying the Units, subject to certain exceptions (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 Placement Warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), each at a purchase price of $1.00 per Placement Warrant, Warrant 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 Warrants to the Sponsor and the Representative Securities is referred to herein as the “Private Placement.” None of the Placement Units or Placement Warrants, nor the shares of Common Stock underlying the Placement Units or Placement Warrants (collectively, the “Placement Shares”), nor the warrants underlying the Placement Units or the shares of Common Stock underlying Ordinary Shares) such warrants, may be sold, assigned or transferred by the Sponsor Sponsor, the Representative or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain The proceeds from the sale of the Placement Warrants Securities shall be deposited into the Trust Account. . (a) The Representative acknowledges and agrees that the Placement Warrants Units and the underlying Ordinary Shares acquired component securities purchased by the Representative pursuant to the Representative Purchase Agreement it 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 date of effectiveness of the Registration Statement (as defined below) or commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(g)(1) of the FINRA Rule 5110(e)(1)Manual. Accordingly, the Placement Warrants Units and the underlying Ordinary Shares acquired component securities purchased by the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be or 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 commencement of sales of the Offering, Effective Date except to any FINRA member participating in the Offering and the officers, partners, registered persons officers or affiliates partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time lock-up period.

Private Placement. Simultaneously with the Closing DateClosing, (i) the Sponsor will NorthStar Bio Ventures, LLC (“NorthStar”) shall purchase from the Company, pursuant to the Sponsor Purchase Subscription Agreement (as defined in Section 2.21.2 2.23.2 hereof), 4,000,000 private placement ) an aggregate of 3,750,000 warrants (whether or not 4,087,500 warrants if the Overover-allotment Option option is then-exercised in full in accordance with Section 1.2), which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 full) (the “NorthStar Placement Warrants”, ) and together with the Public Warrants, the Chardan Monterey Investments LLC (“WarrantsChardan Monterey”), and (ii) the Representative will shall purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof)Subscription Agreement, an aggregate of 2,000,000 Placement Warrants 1,250,000 warrants (whether or not 1,362,500 warrants if the Overover-allotment Option option is then-exercised in full in accordance full) (the “Chardan Monterey Placement Warrants”, together with Section 1.2the NorthStar Placement Warrants, the “Co-Sponsor Placement Warrants”), in each case at a purchase price of $1.00 per Co-Sponsor Placement Warrant, Warrant 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 Warrants to the Sponsor and the Representative is referred to herein as (the “Private Placement”). The Co-Sponsor Placement Warrants and the shares of Common Stock underlying the Co-Sponsor Placement Warrants are hereinafter referred to collectively as the “Placement Securities,” and the Public Securities and the Placement Securities are hereinafter referred to collectively as the “Securities.” None of Each Co-Sponsor Placement Warrant shall be identical to the Warrants sold in the Offering except that the Co-Sponsor Placement Warrants (or the underlying Ordinary Shares) may not, subject to certain limited exceptions, be soldtransferred, assigned or transferred sold by the Sponsor or the Representative, other than to their permitted transferees initial purchaser until thirty (30) days after consummation the completion of the Company’s initial business combination. The Chardan Monterey Placement Warrants will not be exercisable more than five (5) years from the Effective Date, in accordance with FINRA Rule 5110(g)(8)(A), as long as Chardan Monterey or any of its related persons beneficially own these warrants. There will be no placement agent in the 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 Warrants shall be deposited into Securities. Pursuant to Rule 5110(g)(1) of FINRA’s (as defined below) Rules, the Trust Account. The Representative acknowledges and agrees that the Co-Sponsor Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be are subject to a lock-up for a period of 180 days immediately following the Effective Date of the Registration Statement or the commencement of sales of in the OfferingOffering and, subject to certain limited exceptionsfor that 180 day period following the Effective Date, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they hypothecated, or be the subject of any hedging, short sale, derivative, put, derivative or put or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following securities. Pursuant to Rule 5110(g)(8) of FINRA’s Rules, Chardan Capital Markets, LLC and its related persons may not, with respect to the commencement of sales Chardan Monterey Placement Warrants (and the shares that are issuable upon exercise of the OfferingChardan Monterey Placement Warrants), except to any FINRA member participating in (i) have more than one demand registration right at the Offering and Company’s expense, (ii) exercise their demand registration rights more than five (5) years from the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder effective date of the time periodRegistration Statement, and (iii) exercise their “piggy-back” registration rights more than seven (7) years from the effective date of the Registration Statement, as long as Chardan Capital Markets, LLC or any of its related persons are beneficial owners of Chardan Monterey Placement Warrants.

Private Placement. Simultaneously 4.1 In lieu of the provisions set forth in the Fourth Amendment concerning investment of Escrowed Funds in the Offering, if the Offering constitutes a Qualified Financing, the Company and Purchaser shall immediately prior to, or simultaneously with (in the Closing Datediscretion of the Company after consultation with Purchaser), the closing of the Offering, consummate the Private Placement. The consideration for the Private Placement Securities purchased by Purchaser shall consist of (ia) the Sponsor will purchase from Escrowed Funds then held in the Company, pursuant Escrow Account and (b) a reduction of the aggregate amounts outstanding under the Notes (after giving effect to the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants (whether or not Notes Conversion) to $2,000,000. Such reduction shall be deemed a prepayment of principal amounts owed under the Over-allotment Option is then-exercised in full Notes and any associated accrued and unpaid interest that would be payable in accordance with Section 1.22.7(e) of the Appendix (Exhibit A) to the Existing Agreement, and shall be applied to outstanding Notes as directed by Purchaser (which directions will be deemed an amendment to Section 2.14 of the Appendix (Exhibit A) to the Existing Agreement), which private placement warrants are substantially identical or in the absence of instructions from the Purchaser prior to the Public Warrants subject to certain exceptions described in Section 1.4.3 (the “Placement Warrants”Closing Readiness Event, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 Placement Warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.22.14 of the Appendix (Exhibit A) to the Existing Agreement. For the avoidance of doubt, immediately following the Notes Conversion and the consummation of the Private Placement, the aggregate outstanding balance of all the Notes then outstanding shall be $2,000,000, inclusive of principal and associated accrued and unpaid interest thereon (the Note(s) that represents such $2,000,000, the “Surviving Notes”). All provisions of the Existing Agreement shall apply to the Surviving Notes, each at a except for those provisions expressly modified in Sections 6.3 through 6.5 of this Amendment. Notwithstanding the provisions of Section 2.7(e) of the Appendix (Exhibit A) to the Existing Agreement or any other provision of the Note Documents, in no event shall the Company be obligated to pay any accrued and unpaid interest on the principal amount of any outstanding Notes in cash to Purchaser in connection with application of the amounts owed under the Notes toward the purchase price of $1.00 per the Private Placement WarrantSecurities. 4.2 All Private Placement Securities shall have registration rights equivalent to the registration rights provided in the most recent form of warrant attached as an exhibit to the Existing Agreement. 4.3 For the avoidance of doubt, effective on the Stockholder Approval Effectiveness Date, Section 8.3 of the Second Amendment shall not apply to any exercise of the Private Placement Securities. 4.4 The Company and Purchaser shall negotiate in good faith the forms of the Private Placement Securities, which terms shall differ from the Public Offering Warrants and Public Offering Pre-Funded Warrants only as necessary to reflect the terms of Section 4.2 of this Amendment, the nature of such warrants as warrants issued in a private placement intended to be exempt from registration rather than a registered offering under the Securities Act, and that the Private Placement Securities will not have beneficial ownership below any specified level as a condition to exercisability. 4.5 The Company agrees to timely file a Form D with respect to the equity securities being offered and sold by the Company in the Private Placement and under this Amendment (except to the extent already covered by a previously filed Form D) as required under Regulation D under the Securities Act pursuant and to Section 4(a)(2) provide a copy thereof to Purchaser promptly upon request. The Company shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for, or to qualify such securities for, sale to Purchaser under applicable securities or “Blue Sky” laws of the Act. The private placement states of the Placement Warrants United States, and shall provide evidence of such actions to the Sponsor and the Representative is referred to herein as the “Private PlacementPurchaser promptly upon request.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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 commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, 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.

Private Placement. Simultaneously (a) The Investor is (i) an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act; (ii) aware that the sale of the Shares (collectively, including the Common Stock issuable upon conversion of the Shares, the “Securities”) to it is being made in reliance on a private placement exemption from registration under the Securities Act and (iii) acquiring the Securities for its own account. (b) The Investor understands and agrees that the Securities are being offered in a transaction not involving any public offering within the meaning of the Securities Act, that such Securities have not been and, except as contemplated by the Registration Rights Agreement, will not be registered under the Securities Act and that such Securities may be offered, resold, pledged or otherwise transferred only (i) in a transaction not involving a public offering, (ii) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available), (iii) pursuant to an effective registration statement under the Securities Act, or (iv) to the Company or one of its subsidiaries, in each of cases (i) through (iv) in accordance with any applicable securities laws of any State of the Closing DateUnited States, and that it will notify any subsequent purchaser of Securities from it of the resale restrictions referred to above, as applicable. (c) The Investor understands that, unless sold pursuant to a registration statement that has been declared effective under the Securities Act or in compliance with Rule 144 thereunder, the Company may require that the Securities will bear a legend or other restriction substantially to the following effect (it being agreed that if the Securities are not certificated, other appropriate restrictions shall be implemented to give effect to the following): “THE SECURITIES EVIDENCED HEREBY WERE ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. THE HOLDER OF SUCH SECURITIES AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITIES MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN A TRANSACTION NOT INVOLVING A PUBLIC OFFERING, (II) PURSUANT TO ANY OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, INCLUDING RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (IV) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL NOTIFY ANY SUBSEQUENT PURCHASER OF SUCH SECURITIES FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. SUCH SECURITIES MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF THE SECURITIES PURCHASE AGREEMENT, DATED AS OF AUGUST 14, 2009, BETWEEN ARTHROCARE CORPORATION AND THE INVESTOR IDENTIFIED THEREIN.” (d) The Investor: (i) is able to fend for itself in the transactions contemplated hereby; (ii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Securities; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment. (e) The Investor acknowledges that (i) the Sponsor will purchase from Company is in the Companyprocess of restating its historical financial statements, pursuant to including the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof)Draft Financial Statements, 4,000,000 private placement warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from Company is under investigation by the Department of Justice (through the U.S. Attorney’s offices in Florida and North Carolina) and the Commission, (iii) it has conducted its own investigation of the Company and the terms of the Securities, (iv) it has had access to the Company’s public filings with the Commission and to such financial and other information as it deems necessary to make its decision to purchase the Securities, pursuant and (v) has been offered the opportunity to conduct such review and analysis of the business, assets, condition, operations and prospects of the Company and its Subsidiaries and to ask questions of the Company and received answers thereto, each as it deemed necessary in connection with the decision to purchase the Securities. The Investor further acknowledges that it has had such opportunity to consult with its own counsel, financial and tax advisors and other professional advisers as it believes is sufficient for purposes of the purchase of the Securities. The foregoing, however, does not limit or modify the representations and warranties of the Company in Section 2 of this Agreement or the right of the Investor to rely thereon. (f) The Investor understands that the Company will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements. (g) Except for the representations and warranties contained in Section 2 of this Agreement, the Investor acknowledges that neither the Company nor any Person on behalf of the Company makes, and the Investor has not relied upon, any other express or implied representation or warranty with respect to (i) the Company or any of its Subsidiaries or (ii) any other information provided to the Representative Purchase Agreement (as defined Investor in Section 2.21.3 hereof), an aggregate of 2,000,000 Placement Warrants (whether or not connection with the Over-allotment Option is then-exercised in full in accordance with Section 1.2), each at a purchase price of $1.00 per Placement Warrant, 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 Warrants to the Sponsor and the Representative is referred to herein as the “Private Placementtransactions contemplated by this Agreement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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 commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, 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.

Private Placement. Simultaneously with the Closing Date, (i) the Sponsor will purchase from the Company, pursuant to the a Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 312,470 private placement warrants units consisting of one Ordinary Share (whether or not the Over“Placement Shares”) and one-allotment Option is then-exercised in full in accordance with Section 1.2half of one warrant to purchase Ordinary Shares (“Placement Warrants”), which private placement warrants are substantially identical to the Public Warrants Units subject to certain exceptions described in Section 1.4.3 (the “Placement Warrants”, and together with the Public Warrants, the “WarrantsUnits”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 131,000 Placement Warrants Units (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2“Representative Placement Units”), which are substantially identical to the Public Units subject to certain exceptions, each at a purchase price of $1.00 10.00 per Placement WarrantUnit, 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 Warrants Units to the Sponsor and the Representative is referred to herein as the “Private Placement.” None of the Placement Warrants Units (or the underlying Ordinary Sharestheir component securities) may be sold, assigned or transferred by the Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants Units shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants Units and the underlying Ordinary Shares their component securities acquired by the Representative pursuant to the Representative Purchase Agreement (as defined below) 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)(15110(c)(1). Accordingly, the Placement Warrants Units and the underlying Ordinary Shares their component securities acquired by the Representative pursuant to the Representative Purchase Agreement 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 commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, 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.

Private Placement. Simultaneously with the Closing Date, (i) the Sponsor will purchase from the Company, pursuant to the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement 4,333,333 warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 1,000,000 warrants, which warrants are substantially identical to the Public Warrants subject to certain exceptions (collectively, the “Placement Warrants (whether or not Warrants” and together with the Over-allotment Option is then-exercised in full in accordance with Section 1.2Public Warrants, the “Warrants”), each at a purchase price of $1.00 1.50 per Placement Warrant, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). The private placement of the Placement Warrants to the Sponsor and the Representative Underwriters is referred to herein as the “Private Placement.” Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or the Representative, other than to their permitted transferees transferees, until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore also 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). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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 commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, 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.

Private Placement. Simultaneously with the Closing Date, (i) the Sponsor will purchase from the Company, pursuant to the Sponsor Purchase Agreement (as defined in Section 2.21.2 2.21.3 hereof), 4,000,000 2,166,667 private placement warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), ) and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 2.21.4 hereof), an aggregate of 2,000,000 1,050,000 Placement Warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), each at a purchase price of $1.00 per Placement Warrant, 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 Warrants to the Sponsor and the Representative is referred to herein as the “Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement will be deemed compensation by the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”) and will therefore also 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). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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 commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, 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.

Private Placement. Simultaneously with the Closing Date, (i) the Sponsor Sponsors and the Representative will purchase from the Company, Company pursuant to the Sponsor Purchase Agreement Agreements (as defined in Section 2.21.2 hereof), 4,000,000 private placement ) an aggregate of 12,000,000 warrants (whether or not up to 13,500,000 warrants if the Underwriters exercise their Over-allotment Option is then-exercised in full in accordance with Section 1.2full), which private placement consist of an aggregate of 9,500,000 warrants purchased by the Sponsors (or 10,625,000 warrants if the Underwriters exercise their Over-allotment Option in full) and 2,500,000 warrants purchased by the Representative (or 2,875,000 warrants if the Underwriters exercise their Over-allotment Option in full), which warrants are substantially identical to the Public Warrants warrants included in the Firm Units subject to certain exceptions described in Section 1.4.3 (the “Firm Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 Placement Warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), each at a purchase price of $1.00 per Firm Placement Warrant, Warrant 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 Sponsors and the Representative will purchase from the Company pursuant to the Purchase Agreements up to an additional 1,800,000 warrants, which consist of an aggregate of 1,125,000 warrants purchased by the Sponsors and 375,000 warrants purchased by the Representative, at a purchase price of $1.00 per warrant, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act (the “Option Placement Warrants” and, together with the Firm Placement Warrants, the “Placement Warrants”). The private placement of the Placement Warrants to the Sponsor and the Representative is referred to herein as the “Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor Sponsors, the Representative or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement (as defined below) 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). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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 commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, 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.

Private Placement. Simultaneously with the Closing Date, (i) the Sponsor will purchase from the Company, pursuant to the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement 3,533,333 warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 733,334 warrants, which warrants are substantially identical to the Public Warrants subject to certain exceptions (collectively, the “Placement Warrants (whether or not Warrants” and together with the Over-allotment Option is then-exercised in full in accordance with Section 1.2Public Warrants, the “Warrants”), each at a purchase price of $1.00 1.50 per Placement Warrant, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). The private placement of the Placement Warrants to the Sponsor and the Representative Underwriters is referred to herein as the “Private Placement.” Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or the Representative, other than to their permitted transferees transferees, until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore also 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). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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 commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, 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.

Private Placement. Simultaneously with the Closing Date, (i) the Sponsor will purchase from the Company, pursuant to the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), 250,000 units and (ii) the Representative Underwriters will purchase from the Company, pursuant to the Representative Underwriter Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 37,500 units, which units are substantially identical to the Firm Units subject to certain exceptions (collectively, the “Placement Warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2Units”), each at a purchase price of $1.00 10.00 per Placement WarrantUnit, 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), (i) the Sponsor will purchase from the Company, pursuant to the Sponsor Purchase Agreement, up to an additional 16,875 Placement Units, at a purchase price of $10.00 per Placement Unit and (ii) the Underwriters will purchase from the Company, pursuant to the Sponsor 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 Act. The private placement of the Placement Warrants Units to the Sponsor and the Representative Underwriters is referred to herein as the “Private Placement.” None of the Placement Warrants (or Units nor the underlying Ordinary Shares (“Placement Shares”) and Warrants (“Placement Warrants”) may be sold, assigned or transferred by the Sponsor Sponsor, the Underwriters or the Representative, other than to their respective permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants Units shall be deposited into the Trust Account. The Representative acknowledges Representatives acknowledge and agrees agree that the Placement Warrants Units to be purchased by the Underwriters and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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)(15110(e)(2). Accordingly, the Placement Warrants Units and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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 commencement of sales Effective Date of the Offering, Registration Statement except to any FINRA member participating in the Offering and the officers, officers or 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.

Private Placement. Simultaneously with the Closing Date, (i) the Sponsor will purchase from the Company, pursuant to the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants 370,000 units (whether the “Founder Placement Units”) (or not 407,125 Founder Placement Units if the Overunderwriters’ over-allotment Option option is then-exercised in full in accordance with Section 1.2full), which private placement warrants units are substantially identical to the Public Warrants Firm Units, subject to certain exceptions described in Section 1.4.3 and 440,000 restricted Class A ordinary shares (the “Restricted Private Placement Warrants”, Shares” and together with the Public WarrantsFounder Placement Units, the “WarrantsFounder Placement Securities”), and at a purchase price of $10.00 per Founder Placement Unit or a combined price of $10.00 per Founder Placement Security, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act; (ii) the Representative Representatives will purchase from the Company, pursuant to the Representative Representatives Purchase Agreement Agreements (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 202,500 units (the “Representatives Placement Warrants Units,” and together with the Founder Placement Units, the “Placement Units”) (whether or not 232,875 Representatives Placement Units if the Overunderwriters’ over-allotment Option option is then-exercised in full in accordance with Section 1.2full), each at a purchase price of $1.00 10.00 per Representatives Placement WarrantUnit, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Representatives agree to purchase Representatives Placement Units consistent with their pro rata allocation of the Offering. The private placement of the Founder Placement Warrants Securities and the Representatives Placement Units to the Sponsor and the Representative Representatives is referred to herein as the “Unit Private Placement.” Certain proceeds from the sale of the Founder Placement Securities and the Representatives Placement Units shall be deposited into the Trust Account. None of the Founder Placement Warrants Securities and the Underwriters Placement Units (or the underlying Ordinary SharesShares or Warrants) may be sold, assigned or transferred by the Sponsor Sponsor, the Underwriters or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges Underwriters acknowledge and agrees agree that the Underwriters Placement Warrants Units and the underlying Ordinary Shares and Warrants acquired by the Representative Representatives pursuant to the Representative Representatives Purchase Agreement Agreements (as defined in Section 2.21.3) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 one hundred and eighty (180) days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Underwriters Placement Warrants Units and the underlying Ordinary Shares and Warrants acquired by the Representative Representatives pursuant to the Representative Representatives Purchase Agreement Agreements (as defined in Section 2.21.3) 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 one hundred and eighty (180) days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, 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.

Private Placement. Simultaneously with the Closing DateClosing, G▇▇▇▇▇▇▇ Healthcare Holdings, LLC (i“G▇▇▇▇▇▇▇ Healthcare”) the Sponsor will shall purchase from the Company, pursuant to the Sponsor Purchase a Subscription Agreement (as defined in Section 2.21.2 2.24.2 hereof), 4,000,000 private placement an aggregate of 2,775,000 warrants (whether or not 2,985,938 warrants if the Over-allotment Option is then-exercised in full in accordance with Section 1.2full), which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 C▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLC (the “Placement WarrantsC▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will shall purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof)a Subscription Agreement, an aggregate of 2,000,000 Placement Warrants 475,714 warrants (whether or not 511,875 warrants if the Over-allotment Option is then-exercised in full in accordance with Section 1.2full), and CCMAUS Pty Ltd. (“CCMAUS” and, collectively with G▇▇▇▇▇▇▇ Healthcare and C▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the “Sponsors”) shall purchsae from the Company, pursuant to a Subscription Agreement, an aggregate of 449,286 warrants (or 483,438 warrants if the Over-allotment Option is exercised in full) (collectively, the “Placement Warrants”), in each case at a purchase price of $1.00 per Placement Warrant, Warrant 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 Warrants to the Sponsor and the Representative is referred to herein as (the “Private Placement”). The Placement Warrants and the shares of Common Stock underlying the Placement Warrants are hereinafter referred to collectively as the “Placement Securities,” and the Public Securities and the Placement Securities are hereinafter referred to collectively as the “Securities.” None of Each Placement Warrant shall be identical to the Warrants sold in the Offering except that the Placement Warrants (or a) shall be non-redeemable by the underlying Ordinary SharesCompany, (b) may not, subject to certain limited exceptions, be soldtransferred, assigned or transferred sold by the Sponsor or the Representative, other than to their permitted transferees initial purchaser until thirty (30) days after consummation the completion of the Company’s initial business combination and (c) may be exercised for cash or on a Business Combinationcashless 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 Agreements and the Warrant Agreement (as defined in Section 2.22 hereof)). Certain proceeds 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 Warrants shall be deposited into the Trust AccountSecurities. The Representative acknowledges and agrees that Pursuant to Rule 5110(e)(1) of FINRA’s (as defined below) Rules, the Placement Warrants and the underlying Ordinary Shares acquired purchased by the Representative pursuant to the Representative Purchase Agreement will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be C▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ are subject to a lock-up for a period of 180 days immediately following the Effective Date of the Registration Statement or the commencement of sales of in the OfferingOffering and, subject to certain limited exceptionsfor that 180 day period following the Effective Date, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they hypothecated, or be the subject of any hedging, short sale, derivative, put, derivative or put or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following securities. Pursuant to Rule 5110(g)(8) of FINRA’s Rules, Chardan Capital Markets, LLC and its related persons may not, with respect to the commencement of sales Placement Warrants (and the shares that are issuable upon exercise of the OfferingPlacement Warrants) purchased by C▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, except to any FINRA member participating in (i) have more than one demand registration right at the Offering and Company’s expense, (ii) exercise their demand registration rights more than five (5) years from the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder effective date of the time periodRegistration Statement, and (iii) exercise their “piggy-back” registration rights more than seven (7) years from the effective date of the Registration Statement, as long as Chardan Capital Markets, LLC or any of its related persons are beneficial owners of Placement Warrants.

Private Placement. Simultaneously with the Closing Date or the Option Closing Date, as applicable, (i) the Sponsor will purchase from the Company, pursuant to the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement 4,200,000 warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative Underwriters will purchase from the Company, pursuant to the Representative Underwriters Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 Placement Warrants 2,200,000 warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2Cantor will purchase 1,540,000 warrants and Odeon Capital Group LLC will purchase 660,000 warrants), each which warrants are substantially identical to the Public Warrants subject to certain exceptions (collectively, the “Placement Warrants” and together with the Public Warrants, the “Warrants”), at a purchase price of $1.00 per Placement Warrant, in a 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 private placement of the Placement Warrants to the Sponsor and the Representative Underwriters is referred to herein as the “Private Placement.” Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or the RepresentativeUnderwriters, other than to their permitted transferees transferees, until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore also 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). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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 commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, 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.

Private Placement. Simultaneously with the Closing Date, (i) the Sponsor will purchase from the Company, pursuant to the a Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 591,500 private placement warrants units consisting of one Warrant (whether or not the Over-allotment Option is then-exercised in full in accordance “Placement Warrants” and together with Section 1.2the Public Warrants, the “Warrants”) and one Ordinary Share (the “Placement Shares”), which private placement warrants units are substantially identical to the Public Warrants Units subject to certain exceptions described in Section 1.4.3 (the “Placement Warrants”, and together with the Public Warrants, the “WarrantsUnits”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 261,000 Placement Warrants (whether or not Units, which Placement Units are substantially identical to the Over-allotment Option is then-exercised in full in accordance with Section 1.2)Public Units subject to certain exceptions, each at a purchase price of $1.00 10.00 per Placement WarrantUnit, 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 Warrants Units to the Sponsor and the Representative is referred to herein as the “Private Placement.” None of the Placement Warrants Units (or the underlying Ordinary Sharestheir component securities) may be sold, assigned or transferred by the Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants Units shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants Units and the underlying Ordinary Shares their component securities acquired by the Representative pursuant to the Representative Purchase Agreement 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)(15110(c)(1). Accordingly, the Placement Warrants Units and the underlying Ordinary Shares their component securities acquired by the Representative pursuant to the Representative Purchase Agreement 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 commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, 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.

Private Placement. Simultaneously with the Closing Date, (i) the Sponsor will purchase from the Company, pursuant to the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement 1,500,000 warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative Underwriters will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 750,000 warrants, which warrants are substantially identical to the Public Warrants subject to certain exceptions (collectively, the “Placement Warrants (whether or not Warrants” and together with the Over-allotment Option is then-exercised in full in accordance with Section 1.2Public Warrants, the “Warrants”), each at a purchase price of $1.00 2.00 per Placement Warrant, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). The private placement of the Placement Warrants to the Sponsor and the Representative Underwriters is referred to herein as the “Private Placement.” Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or the RepresentativeUnderwriters, other than to their permitted transferees transferees, until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore also 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). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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 commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, 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.

Private Placement. Simultaneously with the Closing Date, (i) the Sponsor will purchase from the Company, pursuant to the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 4,610,000 private placement warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 2,610,000 Placement Warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), each at a purchase price of $1.00 per Placement Warrant, 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 Warrants to the Sponsor and the Representative is referred to herein as the “Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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 commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, 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.

Private Placement. Simultaneously with the Closing Date, (i) the Sponsor will purchase from the Company, pursuant to the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement 3,833,333 warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 833,333 warrants, which warrants are substantially identical to the Public Warrants subject to certain exceptions (collectively, the “Placement Warrants (whether or not Warrants” and together with the Over-allotment Option is then-exercised in full in accordance with Section 1.2Public Warrants, the “Warrants”), each at a purchase price of $1.00 1.50 per Placement Warrant, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). The private placement of the Placement Warrants to the Sponsor and the Representative Underwriters is referred to herein as the “Private Placement.” Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or the Representative, other than to their permitted transferees transferees, until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore also 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). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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 commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, 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.

Private Placement. Simultaneously with the Closing Date, (i) the Sponsor will purchase from the Company, pursuant to the a Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 4,500,000 private placement warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2)warrants, which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate a minimum of 2,000,000 2,425,000 Placement Warrants (whether the “Representative Initial Placement Warrants”) (or not up to 2,575,000 Placement Warrants (as defined below) if the Over-allotment Option is then-exercised in full in accordance with Section 1.2), which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each at a purchase price of $1.00 per Placement Warrant, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. In addition to the purchase of the Representative Initial Placement Warrants, to the extent that the Representative exercises its right to purchase Option Units in accordance with its Over-Allotment Option, the Representative agrees to purchase, at a purchase price of $1.00 per Placement Warrant, one (1) Placement Warrant (each a “Representative Option Placement Warrant”), for every 20 Option Units purchased pursuant to Section 1.2 on each such Option Closing Date, in private placement transactions intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants to the Sponsor and the Representative is referred to herein as the “Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement (as defined below) 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). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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 commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, 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.

Private Placement. Simultaneously with the Closing Date, the Sponsor, the Representative and C▇▇▇▇ & Company Capital Markets (i“CCM”) the Sponsor will purchase from the Company, Company pursuant to the Sponsor Purchase Agreement Agreements (as defined in Section 2.21.2 hereof)) an aggregate of 1,000,000 Ordinary Shares (900,000 Ordinary Shares by the Sponsor, 4,000,000 private placement warrants (whether 70,000 Ordinary Shares by the Representative and 30,000 Ordinary Shares by CCM) or not 1,060,000 Ordinary Shares if the OverUnderwriter’s over-allotment Option option is then-exercised in full in accordance with Section 1.2(960,000 Ordinary Shares by the Sponsor, 70,000 Ordinary Shares by the Representative and 30,000 Ordinary Shares by CCM) (collectively, the “Placement Shares”), which private placement warrants Placement Shares are substantially identical to the Public Warrants Shares, except that the Placement Shares are subject to certain exceptions transfer restrictions, as described in Section 1.4.3 (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement Prospectus (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 Placement Warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), each below) at a purchase price of $1.00 10.00 per Placement Warrant, Share 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 Warrants to the Sponsor and the Representative Shares is referred to herein as the “Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) Shares may be sold, assigned or transferred by the Sponsor Sponsor, the Representative and CCM or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Private Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants Shares to be purchased by the Representative and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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 commencement of sales Effective Date of the Offering, Registration Statement except to any FINRA member participating in the Offering and the officers, partners, registered persons officers or affiliates 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. The Public Securities, the Placement Shares and the Founder Shares are hereinafter referred to collectively as the “Securities”.

Private Placement. Simultaneously with the Closing Date, (i) the Sponsor will purchase from the Company, pursuant to the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 445,000 units (the “Sponsor Placement WarrantsUnits”, and together with the Public Warrants, the “Warrants”), ) and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 255,000 units, which units are substantially identical to the Public Units subject to certain exceptions (the “Initial Representative Placement Warrants 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 Securities Act of 1933, as amended (whether or not the “Act”). In addition to the purchase of the Initial Representative Placement Units, to the extent that the Representative exercises its right to purchase Option Units in accordance with its Over-Allotment Option, the Representative agrees to purchase, at a purchase price of $10.00 per unit, one (1) unit (each a “Representative Option Placement Unit”, and together with the Sponsor Placement Units and the Initial Representative Placement Units, the “Placement Units”, and together with the Public Units, the “Units”), for every 200 Option Units purchased pursuant to Section 1.2 on each such Option Closing Date (up to an additional 15,000 Placement Units if the Over-allotment Option is then-exercised in full in accordance with Section 1.2), each at a purchase price of $1.00 per Placement Warrant, in a private placement transactions intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants to Sponsor and the Representative is referred to herein as the “Private Placement.” The private placement of the Placement Units to the Sponsor and the Representative is referred to herein as the “Private Placement.” Certain proceeds from the sale of the Placement Units shall be deposited into the Trust Account. None of the Placement Warrants Units (or the underlying Ordinary Sharessecurities) may be sold, assigned or transferred by the Sponsor or the Representative, other than to their permitted transferees transferees, until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants Units and the underlying Ordinary Shares securities acquired by the Representative pursuant to the Representative Purchase Agreement will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore also 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). Accordingly, the Placement Warrants Units and the underlying Ordinary Shares securities acquired by the Representative pursuant to the Representative Purchase Agreement 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 commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, 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.

Private Placement. Simultaneously with the Closing DateClosing, Chardan NexTech 2 Warrant Holdings LLC (i"Holdings") the Sponsor will shall purchase from the Company, pursuant to the Sponsor Purchase Subscription Agreement (as defined in Section 2.21.2 2.24.2 hereof), 4,000,000 private placement ) an aggregate of 3,700,000 warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 Placement Warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), each at a purchase price of $1.00 0.65 per Placement Warrant, Warrant 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 Warrants to the Sponsor and the Representative is referred to herein as (the “Private Placement”). The Placement Warrants and the shares of Common Stock underlying the Placement Warrants are hereinafter referred to collectively as the “Placement Securities,” and the Public Securities and the Placement Securities are hereinafter referred to collectively as the “Securities.” None of Each Placement Warrant shall be identical to the Warrants sold in the Offering except that the Placement Warrants (or a) shall be non-redeemable by the underlying Ordinary SharesCompany, (b) may not, subject to certain limited exceptions, be soldtransferred, assigned or transferred sold by the Sponsor or the Representative, other than to their permitted transferees initial purchaser until thirty (30) days after consummation the completion of the Company’s initial business combination and (c) may be exercised for cash or on a Business Combinationcashless 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 Agreements and the Warrant Agreement (as defined in Section 2.22 hereof)). Certain proceeds 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 Warrants shall be deposited into the Trust AccountSecurities. The Representative acknowledges and agrees that Pursuant to Rule 5110(g)(1) of FINRA’s (as defined below) Rules, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be are subject to a lock-up for a period of 180 days immediately following the Effective Date of the Registration Statement or the commencement of sales of in the OfferingOffering and, subject to certain limited exceptionsfor that 180 day period following the Effective Date, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they hypothecated, or be the subject of any hedging, short sale, derivative, put, derivative or put or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following securities. Pursuant to Rule 5110(g)(8) of FINRA’s Rules, Chardan Capital Markets, LLC and its related persons may not, with respect to the commencement of sales Placement Warrants (and the shares that are issuable upon exercise of the OfferingPlacement Warrants) purchased by Holdings, except to any FINRA member participating in (i) have more than one demand registration right at the Offering and Company’s expense, (ii) exercise their demand registration rights more than five (5) years from the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder effective date of the time periodRegistration Statement, and (iii) exercise their “piggy-back” registration rights more than seven (7) years from the effective date of the Registration Statement, as long as Chardan Capital Markets, LLC or any of its related persons are beneficial owners of Placement Warrants.

Private Placement. Simultaneously with the Closing Date, (i) the Sponsor will purchase from the Company, pursuant to the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 5,000,000 private placement warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2)warrants, which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 (the “Placement Warrants”, ” and together with the Public Warrants, the “Warrants”), ) and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 2,400,000 Placement Warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2)Warrants, each at a purchase price of $1.00 per Placement Warrant, 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 Warrants to the Sponsor and the Representative is referred to herein as the “Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or the Representative, other than to their permitted transferees until thirty (30) 30 days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative Underwriters pursuant to the Representative Purchase Agreement 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 commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, 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.

Private Placement. Simultaneously with the Closing DateClosing, (i) the Sponsor will (as defined in Section 2.24.2 hereof) shall purchase from the Company, pursuant to the Sponsor Purchase Subscription Agreement (as defined in Section 2.21.2 2.24.2 hereof) an aggregate of 310,000 units (the “Placement Units”), 4,000,000 or up to 341,500 Placement Units if the Overallotment Option is exercised in full, at a purchase price of $10.00 per Placement Unit in a private placement warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2“Private Placement”). The Placement Units, which private placement warrants are substantially identical to the Public Ordinary Shares, the Warrants subject to certain exceptions described in Section 1.4.3 (the “Placement Warrants”) and the Rights (the “Placement Rights”) included in the Placement Units, the Ordinary Shares underlying the Placement Warrants, and together with the Public Ordinary Shares underlying the Placement Rights are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Units sold in the Offering except that the Placement Units (including the Placement Warrants, Placement Rights or Ordinary Shares issuable upon exercise of the “Warrants”Placement Warrants or conversion of the Placement Rights) shall not be transferable, assignable or saleable until 30 days after the completion of the Company’s initial Business Combination (as described in the Insider Letter (as defined in Section 2.24.1 hereof), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Warrant Agreement (as defined in Section 2.21.3 2.22 hereof) and the Right Agreement (as defined in Section 2.23 hereof), an aggregate of 2,000,000 ). There will be no placement agent in the Private Placement Warrants (whether and no party shall be entitled to a placement fee or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), each at a purchase price of $1.00 per Placement Warrant, 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 Warrants to the Sponsor and the Representative is referred to herein as the “Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds expense allowance from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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 commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time periodSecurities.

Private Placement. Simultaneously with the Closing Date, (i) the Sponsor will purchase from the Company, pursuant to the a Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 380,000 private placement warrants units consisting of one Share Right (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2“Placement Share Rights”) and one Ordinary Share (the “Placement Shares”), which private placement warrants units are substantially identical to the Public Warrants Units subject to certain exceptions described in Section 1.4.3 (the “Placement Warrants”, and together with the Public Warrants, the “WarrantsUnits”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in defined)in Section 2.21.3 hereof), an aggregate of 2,000,000 220,000 Placement Warrants Units (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2“Representative Placement Units”), which Placement Units are substantially identical to the Public Units subject to certain exceptions, each at a purchase price of $1.00 10.00 per Placement WarrantUnit, 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 Warrants Units to the Sponsor and the Representative is referred to herein as the “Private Placement.” None of the Placement Warrants Units (or the underlying Ordinary Sharestheir component securities) may be sold, assigned or transferred by the Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants Units shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants Units and the underlying Ordinary Shares their component securities acquired by the Representative pursuant to the Representative Purchase Agreement (as defined below) 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)(15110(c)(1). Accordingly, the Placement Warrants Units and the underlying Ordinary Shares their component securities acquired by the Representative pursuant to the Representative Purchase Agreement 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 commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, 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.

Private Placement. Simultaneously with the Closing Date, (ix) the Sponsor will purchase from the Company, Company pursuant to the Sponsor a Private Placement Warrant Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 2.24.2 below) an aggregate of 2,500,000 private placement warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 (the “Placement Warrants”), and together with each exercisable to purchase one share of Common Stock at $11.50 per share, at a price of $1.00 per warrant (approximately $2,500,000 in the Public Warrants, aggregate) in a private placement (the “WarrantsPrivate Placement”), and (ii) intended to be exempt from registration under the Representative will purchase from the Company, Act pursuant to Section 4(a)(2) of the Representative Purchase Agreement Act. The Placement Warrants are identical to the Warrants sold as part of the Units in this Offering, subject to limited exceptions. The terms of the Placement Warrants are as described in the Prospectus (as defined in Section 2.21.3 hereof2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Private Placement Warrant Purchase Agreement, up to an aggregate of 2,000,000 additional 300,000 Placement Warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), each at a purchase price of $1.00 per Placement Warrant, Warrant 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 Warrants to the Sponsor and the Representative is referred to herein as the “Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or the Representative, other than to Representative or their permitted respective transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of The purchase price for the Placement Warrants 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 Account. The Representative acknowledges and agrees that Account on the Placement Warrants and Closing Date or the underlying Ordinary Shares acquired by Option Closing Date, as the Representative pursuant to the Representative Purchase Agreement 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). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement case 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 commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time periodbe.

Private Placement. Simultaneously with the Closing Date, (i) the Sponsor will purchase from the Company, pursuant to the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 2,783,334 private placement warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 1,333,333 Placement Warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), each at a purchase price of $1.00 1.50 per Placement Warrant, 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 Warrants to the Sponsor and the Representative is referred to herein as the “Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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 commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, 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.

Private Placement. Simultaneously with the Closing Date, (i) the Sponsor Holdco will purchase from the Company, pursuant to the a Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 4,500,000 private placement warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2)warrants, which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 2,500,000 Placement Warrants, which Placement Warrants (whether or not are substantially identical to the Over-allotment Option is then-exercised in full in accordance with Section 1.2)Public Warrants subject to certain exceptions, each at a purchase price of $1.00 per Placement Warrant, 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 Warrants to the Sponsor Holdco and the Representative is referred to herein as the “Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor Holdco or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement (as defined below) 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). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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 commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, 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.

Private Placement. Simultaneously with the Closing Date, (i) the Sponsor will purchase from the Company, pursuant to the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement 4,500,000 warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative Underwriters will purchase from the Company, pursuant to the Representative Underwriters Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 Placement Warrants 2,500,000 warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ agreed to purchase 1,750,000 warrants and Odeon Capital Group LLC agreed to purchase 750,000 warrants), each which warrants are substantially identical to the Public Warrants subject to certain exceptions (collectively, the “Placement Warrants” and together with the Public Warrants, the “Warrants”), at a purchase price of $1.00 per Placement Warrant, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). The private placement of the Placement Warrants to the Sponsor and the Representative Underwriters is referred to herein as the “Private Placement.” Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or the RepresentativeUnderwriters, other than to their permitted transferees transferees, until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges Underwriters acknowledge and agrees agree that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative Underwriters pursuant to the Representative Underwriters Purchase Agreement will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore also 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). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative Underwriters pursuant to the Representative Underwriters Purchase Agreement 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 commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, 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.

Private Placement. Simultaneously with the Closing Date, (i) the Sponsor will purchase from the Company, pursuant to the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 3,333,333 private placement warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative Underwriters will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 Placement Warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), each at a purchase price of $1.00 1.50 per Placement Warrant, 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 Warrants to the Sponsor and the Representative Underwriters is referred to herein as the “Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative Underwriters pursuant to the Representative Purchase Agreement 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 commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, 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.

Private Placement. Simultaneously with the Closing Date or the Option Closing Date, as applicable, (i) the Sponsor will purchase from the Company, pursuant to the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement 5,600,000 warrants (whether or not up to 5,780,000 warrants if the Over-allotment Allotment Option is then-exercised in full in accordance with Section 1.2), which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), full) and (ii) the Representative Underwriters will purchase from the Company, pursuant to the Representative Underwriters Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 Placement Warrants 2,400,000 warrants (Cantor will purchase 1,680,000 warrants (whether or not the underwriters’ Over-allotment Allotment Option is then-exercised in full full) and Odeon Capital Group LLC will purchase 720,000 warrants (whether or not the underwriters’ Over-Allotment Option is exercised in accordance with Section 1.2full)), each which warrants are substantially identical to the Public Warrants subject to certain exceptions (collectively, the “Placement Warrants” and together with the Public Warrants, the “Warrants”), at a purchase price of $1.00 per Placement Warrant, in a 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 private placement of the Placement Warrants to the Sponsor and the Representative Underwriters is referred to herein as the “Private Placement.” Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or the RepresentativeUnderwriters, other than to their permitted transferees transferees, until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore also 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). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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 commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, 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.

Private Placement. Simultaneously with the Closing Date, (i) the Sponsor will purchase from the Company, pursuant to the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement 4,275,000 warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 2,575,000 warrants, which warrants are substantially identical to the Public Warrants subject to certain exceptions (collectively, the “Placement Warrants (whether or not Warrants” and together with the Over-allotment Option is then-exercised in full in accordance with Section 1.2Public Warrants, the “Warrants”), each at a purchase price of $1.00 per Placement Warrant, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). The private placement of the Placement Warrants to the Sponsor and the Representative Underwriters is referred to herein as the “Private Placement.” Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or the Representative, other than to their permitted transferees transferees, until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore also 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). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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 commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, 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.

Private Placement. Simultaneously with the On or prior to Closing Date, (i) the Sponsor will purchase from the Company, Company pursuant to the Sponsor a Private Placement Unit Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 below) an aggregate of 260,000 private placement warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 units (the “Placement WarrantsUnits”). Each Placement Unit consists of one Ordinary Share, and together with the Public Warrants, one redeemable warrant to purchase one Class A ordinary share at a price of $11.50 per share (the “WarrantsPlacement Warrant”) and one right (the “Placement Right(s)”) to receive one-fourth (1/4) of one Ordinary Share, and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 Placement Warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), each at a purchase price of $1.00 10.00 per Placement WarrantUnit ($2,600,000) in the aggregate, in a private placement (the “Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement Placement Rights are identical to the Rights sold as part of the Units in the Offering, subject to limited exceptions. Each Placement Warrants Right entitles the holder thereof to receive one-fourth (1/4) of one Ordinary Share upon consummation of the initial Business Combination. The purchase price for the Placement Units to be paid by the Sponsor shall be delivered to the Sponsor Trustee or counsel to the Company or the Representative to hold in a separate 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. The Placement Rights, the Ordinary Shares receivable from the Placement Rights, the Placement Units, and the Representative is Ordinary Shares included in the Placement Units are hereinafter referred to herein 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 Private Placement.” None . The Private Placement Units are identical to the Units except that (i) none of the Private Placement Warrants (or the underlying Ordinary Shares) Securities may be sold, assigned or transferred by the Sponsor Sponsor, or the Representative, other than to their its permitted transferees until thirty (30) days after the consummation of a the initial Business Combination. Certain proceeds from the sale of the Placement Warrants shall , except to permitted transferees and (ii) will be deposited into the Trust Accountentitled to registration rights. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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). AccordinglyPublic Securities, the Placement Warrants Securities, and the underlying Ordinary Founder Shares acquired by are hereinafter referred to collectively as the Representative pursuant to the Representative Purchase Agreement 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 commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, 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“Securities.”

Private Placement. Simultaneously with the Closing DateClosing, Chardan NexTech 2 Warrant Holdings LLC (i"Holdings") the Sponsor will shall purchase from the Company, pursuant to the Sponsor Purchase Subscription Agreement (as defined in Section 2.21.2 2.24.2 hereof), 4,000,000 private placement ) an aggregate of 4,200,000 warrants (whether or not up to 4,442,183 warrants depending on the Overextent to which the underwriters’ over-allotment Option option is then-exercised in full in accordance with Section 1.2), which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 exercised) (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 Placement Warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), each at a purchase price of approximately $1.00 0.93 per Placement Warrant, Warrant 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 Warrants to the Sponsor and the Representative is referred to herein as (the “Private Placement”). The Placement Warrants and the shares of Common Stock underlying the Placement Warrants are hereinafter referred to collectively as the “Placement Securities,” and the Public Securities and the Placement Securities are hereinafter referred to collectively as the “Securities.” None of Each Placement Warrant shall be identical to the Warrants sold in the Offering except that the Placement Warrants (or a) shall be non-redeemable by the underlying Ordinary SharesCompany, (b) may not, subject to certain limited exceptions, be soldtransferred, assigned or transferred sold by the Sponsor or the Representative, other than to their permitted transferees initial purchaser until thirty (30) days after consummation the completion of the Company’s initial business combination and (c) may be exercised for cash or on a Business Combinationcashless 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 Agreements and the Warrant Agreement (as defined in Section 2.22 hereof)). Certain proceeds 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 Warrants shall be deposited into the Trust AccountSecurities. The Representative acknowledges and agrees that Pursuant to Rule 5110(g)(1) of FINRA’s (as defined below) Rules, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be are subject to a lock-up for a period of 180 days immediately following the Effective Date of the Registration Statement or the commencement of sales of in the OfferingOffering and, subject to certain limited exceptionsfor that 180 day period following the Effective Date, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they hypothecated, or be the subject of any hedging, short sale, derivative, put, derivative or put or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following securities. Pursuant to Rule 5110(g)(8) of FINRA’s Rules, Chardan Capital Markets, LLC and its related persons may not, with respect to the commencement of sales Placement Warrants (and the shares that are issuable upon exercise of the OfferingPlacement Warrants) purchased by Holdings, except to any FINRA member participating in (i) have more than one demand registration right at the Offering and Company’s expense, (ii) exercise their demand registration rights more than five (5) years from the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder effective date of the time periodRegistration Statement, and (iii) exercise their “piggy-back” registration rights more than seven (7) years from the effective date of the Registration Statement, as long as Chardan Capital Markets, LLC or any of its related persons are beneficial owners of Placement Warrants.

Private Placement. Simultaneously with the Closing Date, (i) the Sponsor will purchase from the Company, pursuant to the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative Underwriters will purchase from the Company, pursuant to the Representative Underwriters Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 warrants, which warrants are substantially identical to the Public Warrants subject to certain exceptions (collectively, the “Placement Warrants (whether or not Warrants” and together with the Over-allotment Option is then-exercised in full in accordance with Section 1.2Public Warrants, the “Warrants”), each at a purchase price of $1.00 per Placement Warrant, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). The private placement of the Placement Warrants to the Sponsor and the Representative Underwriters is referred to herein as the “Private Placement.” Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or the RepresentativeUnderwriters, other than to their permitted transferees transferees, until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges Underwriters acknowledge and agrees agree that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative Underwriters pursuant to the Representative Underwriters Purchase Agreement will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore also 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). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative Underwriters pursuant to the Representative Underwriters Purchase Agreement 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 commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, 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.

Private Placement. Simultaneously with the Closing Date, (i) the Sponsor Sponsor, together with such other members, if any, of the Company’s executive management, directors, advisors or third-party investors as determined by the Sponsors in their sole discretion, will purchase purchase, from the Company, Company in a private placement pursuant to the Sponsor Warrant Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 an aggregate of 2,000,000 private placement warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 (the “Private Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) representing the Representative will purchase from amount necessary to maintain in the Company, pursuant Trust Account an amount equal to $10.00 per share sold to the Representative Purchase Agreement public in the Offering. Each Private Placement Warrant is exercisable to purchase one Ordinary Share at $11.50 per share (as defined in Section 2.21.3 hereof“Private Shares”), an aggregate of 2,000,000 Placement Warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2)subject to adjustment, each at a purchase price of $1.00 per Private Placement Warrant. Private Placement Warrants are substantially identical to the Warrants included in the Firm Units, in a subject to certain exceptions. The private placement intended to be is exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Private Placement Warrants to the Sponsor and the Representative is referred to herein as the “Private Placement.” Certain proceeds from the sale of the Private Placement Warrants shall be deposited into the Trust Account. None of the Private Placement Warrants or Private Shares (or collectively, the underlying Ordinary Shares“Placement Securities”) may be sold, assigned or transferred by the Sponsor or the Representative, other than to their its permitted transferees until thirty (30) 30 days after consummation of a Business Combination. Certain However, if after a Business Combination there is a transaction whereby all the outstanding shares are exchanged or redeemed for cash (as would be the case in a post-asset sale liquidation) or another issuer’s shares, then the Insider Shares or the Private Placement Warrants (or any shares thereunder) shall be permitted to participate. The Company shall cause to be deposited an amount of additional proceeds from the sale of the Private Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees Account such that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period amount of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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 funds in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating Trust Account shall be $10.00 per Public Share sold in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject at least one day prior to the lock-up restriction for date hereof so that such funds are readily available to be delivered to the remainder of Trust Account on the time periodClosing Date or the Option Closing Date, as the case may be.

Private Placement. Simultaneously with The Purchaser hereby represents that: (a) The Purchaser understands that the Closing Date, (i) offering and sale of the Sponsor will purchase from the Company, pursuant to the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants (whether or not the Over-allotment Option Warrants is then-exercised in full in accordance with Section 1.2), which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 Placement Warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), each at a purchase price of $1.00 per Placement Warrant, in a private placement intended to be exempt from registration under the Securities Act pursuant to Section 4(a)(24(2) of the Securities Act. (b) To the extent that the Purchaser has employed any investment banker, broker or finder or incurred any liability for any brokerage fees, commissions or finder's fees in connection with the transactions contemplated by this Agreement, the Purchaser shall be responsible for the payment of any such fees or commissions. (c) The Purchaser understands that the Warrants have not been, and will not be, registered under any securities laws, state or federal; that the Warrants must be held indefinitely unless they are subsequently registered under applicable securities laws or an exemption from such registration is available; that the Company is under no obligation to register the Warrants or in complying with any exemption from registration. In addition, the Purchaser understands that the Warrant Shares have not been, and may not be, registered under any securities laws, state or federal; that the Warrant Shares must be held indefinitely unless they are subsequently registered under applicable securities laws or an exemption from such registration is available; that except as provided in this Agreement, the Company is under no obligation to register the Warrant Shares or to assist in complying with any exemption from registration. (d) The private placement Purchaser agrees that it will not transfer, by way of gift or otherwise, or sell the Warrants or any part thereof or the Warrant Shares, unless such Warrants or Warrant Shares, as applicable, have been registered under the Securities Act or it first obtains, at its own expense, an opinion of counsel reasonably satisfactory to the Company that the transfer of such Warrants or Warrant Shares may be effected without registration under the Securities Act, provided that no opinion shall be necessary to effect a transfer to affiliates of the Placement Warrants Purchaser, to the Sponsor and extent the Representative Purchaser or such person confirms the representations set forth in this Section 13. (e) The Purchaser is referred not acquiring the Warrants as a result of (i) any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio or (ii) any seminar meeting whose attendees had been invited as a result of, subsequent to, or pursuant to herein as the “Private Placement.” None any of the Placement Warrants foregoing. (or f) The Purchaser understands that there will be no public market for the underlying Ordinary Warrants. (g) The Purchaser (i) has carefully evaluated the risks of investing in the Company, (ii) has no need for liquidity in this investment, and (iii) should it decide to exercise the Warrants, will be able to bear the substantial economic risks of an investment in the Warrant Shares. (h) may be soldThe Purchaser has sufficient knowledge and experience in financial, assigned or transferred by tax and business matters to enable him to utilize the Sponsor or information made available to him in connection with the Representativepurchase of the Warrants, other than to their permitted transferees until thirty evaluate the merits and risks of the prospective investment and to make an informed investment decision with respect thereto. (30i) days after consummation of a Business Combination. Certain proceeds from The Purchaser acknowledges that the Company is relying upon the representations and warranties contained herein in determining to make the sale of the Placement Warrants shall be deposited into Warrants, and the Trust Account. Purchaser consents to such reliance. (j) The Representative acknowledges Purchaser has received and agrees that carefully reviewed financial information pertaining to the Placement Company, has had a reasonable opportunity to ask questions of and receive answers from the Company and its directors, officers and employees concerning the Warrants and the underlying Ordinary Shares acquired business and affairs of the Company, and, all such questions have been answered to the full satisfaction of the Purchaser. No oral representations have been made or oral information furnished in connection with the sale of Warrants which were in any way relied upon by the Representative pursuant to the Representative Purchase Agreement 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). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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 commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time periodPurchaser.

Private Placement. Simultaneously with the Closing Date, (i) the Sponsor will purchase from the Company, pursuant to the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 warrants, which warrants are substantially identical to the Public Warrants subject to certain exceptions (collectively, the “Placement Warrants (whether or not Warrants” and together with the Over-allotment Option is then-exercised in full in accordance with Section 1.2Public Warrants, the “Warrants”), each at a purchase price of $1.00 per Placement Warrant, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). The private placement of the Placement Warrants to the Sponsor and the Representative is referred to herein as the “Private Placement.” Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or the RepresentativeUnderwriters, other than to their permitted transferees transferees, until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore also 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). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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 commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, 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.

Private Placement. Simultaneously with the Closing Date, (i) the Sponsor will purchase from the Company, pursuant to the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 Placement Warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), each at a purchase price of $1.00 per Placement Warrant, 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 Warrants to the Sponsor and the Representative is referred to herein as the “Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative Each Seller hereby acknowledges and agrees that the Placement Warrants offer and sale of the underlying Ordinary Shares acquired by the Representative shares of Chyron Common Stock hereunder is being made pursuant to an exemption from the Representative Purchase Agreement will registration requirements under the Securities Act and, therefore, such shares of Chyron Common Stock cannot be deemed compensation resold unless they are subsequently registered under the Securities Act and any applicable state securities laws or unless an exception from such registration is available. Each Seller hereby agrees that it shall not sell, assign, pledge, transfer or otherwise dispose of or encumber any shares of Chyron Common Stock received by the Financial Industry Regulatory Authority him, her or it (“FINRA”i) and will therefore be subject to lock-up for a period of 180 days immediately following at least fifteen (15) months from the commencement of sales Closing Date and (ii) except pursuant to an exemption from the registration requirements of the OfferingSecurities Act and any applicable state securities laws. Any transfer or purported transfer in violation of this Section 7.11 shall be voidable by Chyron, subject and Chyron shall not be required or obligated to certain limited exceptionsregister any transfer of any shares of Chyron Common Stock in violation of this Section 7.11. Chyron may, and may instruct its transfer agent, to place such stop transfer orders as may be required on the transfer books of Chyron in order to ensure compliance with this Section 7.11. Each certificate representing shares of Chyron Common Stock issued to any Seller pursuant to FINRA Rule 5110(e)(1this Agreement shall upon issuance be endorsed with a legend in substantially the form set forth below: "THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not be soldAND MAY NOT BE OFFERED, transferredSOLD, assignedASSIGNED, pledged or hypothecated nor may they be the subject of any hedgingPLEDGED, short saleTRANSFERRED OR OTHERWISE DISPOSED OF (A) UNTIL THE DATE THAT IS FIFTEEN (15) MONTHS FROM THE CLOSING DATE AND (B) EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, 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 commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, 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(ii) PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (iii) PURSUANT TO THE RESALE PROVISIONS OF RULE 144 PROMULGATED THEREUNDER."

Private Placement. Simultaneously with the Closing Date, (i) the Sponsor will purchase from the Company, pursuant to the a Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 400,000 private placement warrants units consisting of one Share Right (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2“Placement Share Rights”) and one Ordinary Share (the “Placement Shares”), which private placement warrants units are substantially identical to the Public Warrants Units subject to certain exceptions described in Section 1.4.3 (the “Placement Warrants”, and together with the Public Warrants, the “WarrantsUnits”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 200,000 Placement Warrants Units (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2“Representative Placement Units”), which Placement Units are substantially identical to the Public Units subject to certain exceptions, each at a purchase price of $1.00 10.00 per Placement WarrantUnit, 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 Warrants Units to the Sponsor and the Representative is referred to herein as the “Private Placement.” None of the Placement Warrants Units (or the underlying Ordinary Sharestheir component securities) may be sold, assigned or transferred by the Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants Units shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants Units and the underlying Ordinary Shares their component securities acquired by the Representative pursuant to the Representative Purchase Agreement 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)(15110(c)(1). Accordingly, the Placement Warrants Units and the underlying Ordinary Shares their component securities acquired by the Representative pursuant to the Representative Purchase Agreement 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 commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, 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.

Private Placement. Simultaneously In respect of the Private Placement: (1) The Company hereby appoints the Agents to act as the Company’s exclusive agents to offer and sell the Special Warrants on a “best-efforts” private placement agency basis, and the Agents, severally, hereby accept such appointment. Notwithstanding anything to the contrary contained herein or any oral representations or assurances previously or subsequently made by the parties hereto, this Agreement does not constitute a commitment by, or legally binding obligation of, the Agents or any of their affiliates to act as underwriters, initial purchasers, arrangers, and/or placement agents in connection with the Closing DateSpecial Warrants, or to provide or arrange any financing, other than the appointment as agents in connection with the Offering in accordance with the prior sentence and otherwise on the terms set forth herein. (2) The Company understands that the Agents will have the right to and will use their best efforts to arrange for the Special Warrants to be purchased by the Special Warrant Purchasers: (a) in the Selling Jurisdictions (other than the United States) on a private placement basis in compliance with Applicable Securities Laws and Schedule “A” hereto, such that the offer and sale of the Special Warrants does not obligate the Company to file a prospectus (other than the Preliminary Qualification Prospectus, the Final Qualification Prospectus or any Supplementary Material relating to the distribution of the Equity Units, as contemplated in this Agreement); and (b) in such other jurisdictions as consented to by the Company on a private placement basis in compliance with all Applicable Securities Laws of such other jurisdictions; provided that no prospectus, registration statement or similar document is required to be filed in such jurisdiction, no registration or similar requirement would apply with respect to the Company in such other jurisdictions, and the Company does not thereafter become subject to on-going continuous disclosure obligations in such other jurisdictions. (3) The Company covenants and agrees to use commercially reasonable efforts to: (i) prepare and file the Sponsor will purchase Preliminary Qualification Prospectus and obtain a Preliminary Receipt therefor from the CompanyBCSC as soon as practicable, pursuant and in any event, prior to the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), Qualification Deadline; and (ii) promptly resolve all comments received or deficiencies raised by the Representative Securities Commissions in respect of the Preliminary Qualification Prospectus as expeditiously as possible. If the Company does not obtain the Preliminary Receipt prior to the Qualification Deadline, the Company covenants in favour of the Purchasers to continue to use its commercially reasonable efforts to obtain the Preliminary Receipt as soon as possible, provided that the Company will purchase no longer be required to do so after such time as all of the Special Warrants have been, or are deemed to have been, exercised. (4) The Company covenants and agrees to use commercially reasonable efforts to, as soon as practicable after all comments of the Securities Commissions have been satisfied with respect to the Preliminary Qualification Prospectus, prepare and file the Final Qualification Prospectus and obtain a Final Receipt therefor from the BCSC. The Company will promptly take, or cause to be taken, all reasonable steps and proceedings that may from time to time be required under Applicable Securities Laws in the Qualifying Jurisdictions to qualify the distribution of the Units and the Broker Warrants issuable in connection with the Private Placement in the Qualifying Jurisdictions. (5) The Company will cause commercial copies of the Final Qualification Prospectus and any Supplementary Material to be delivered to the Agents without charge, in such numbers and in such cities in the Selling Jurisdictions as the Agents may reasonably request. Such delivery will be effected as soon as practicable and, in any event, within three Business Days following the date that the Final Receipt is issued to the Company. (6) Each delivery to the Agents of the Preliminary Qualification Prospectus, the Final Qualification Prospectus and/or any Supplementary Material by or on behalf of the Company will constitute the representation and warranty of the Company to the Agents that: (a) all information and statements (except information and statements relating solely to and provided in writing by the Agents) contained and incorporated by reference in the Preliminary Qualification Prospectus or the Final Qualification Prospectus or any Supplementary Material, as the case may be, are, at the respective dates of delivery thereof, true and correct and contain no misrepresentation or untrue, false or misleading statement of a material fact and, on the respective dates of delivery thereof, the Preliminary Qualification Prospectus, the Final Qualification Prospectus or any Supplementary Material provide full, true and plain disclosure of all material facts relating to the Company (on a consolidated basis), the Special Warrants and the Equity Units, as required by Applicable Securities Laws of the Qualifying Jurisdictions; (b) no material fact has been omitted from any of the Preliminary Qualification Prospectus, the Final Qualification Prospectus or any Supplementary Material (except information and statements relating solely to and provided in writing by the Agents) which is required to be stated therein or is necessary to make the statements therein not misleading in light of the circumstances in which they were made; and (c) each of such documents complies with the requirements of the Applicable Securities Laws of the Qualifying Jurisdictions. Such delivery will also constitute the Company’s consent to the Agents and any Selling Firm’s use of the Preliminary Qualification Prospectus, the Final Qualification Prospectus and any Supplementary Material in connection with the distribution of the Equity Units in the Qualifying Jurisdictions in compliance with the provisions of this Agreement. (7) The form and substance of the Preliminary Qualification Prospectus, the Final Qualification Prospectus and any Supplementary Material will be satisfactory to the Agents, acting reasonably, prior to the filing thereof with the Securities Commissions. (8) The Company will deliver to the Agents prior to or concurrently with the filing of the Preliminary Qualification Prospectus and Final Qualification Prospectus, as applicable, unless otherwise indicated: (a) a copy of the Preliminary Qualification Prospectus and the Final Qualification Prospectus manually signed on behalf of the Company, by the persons and in the form required by Applicable Securities Laws in the Qualifying Jurisdictions; (b) a copy of any other document filed with, or delivered to, the Securities Commissions by the Company under Applicable Securities Laws in the Qualifying Jurisdictions in connection with the filing of the Preliminary Qualification Prospectus and the Final Qualification Prospectus; and (c) in the case of the Final Qualification Prospectus, a “long-form” comfort letter dated the date of the Final Qualification Prospectus, in form and substance satisfactory to the Agents, acting reasonably, addressed to the Agents, from the Company’s Auditors, pursuant and based on a review completed not more than two Business Days prior to the Representative Purchase Agreement date of the letter, with respect to certain financial and accounting information relating to the Company included and incorporated by reference in the Final Qualification Prospectus, which letter will be in addition to the auditors’ report contained in the Final Qualification Prospectus and any auditors’ comfort letter addressed to or filed with the Securities Commissions under Applicable Securities Laws in the Qualifying Jurisdictions. (as defined 9) If applicable, the Company will prepare and deliver promptly to the Agents copies of all Supplementary Material. Concurrently with the delivery of any Supplementary Material or the incorporation by reference in the Preliminary Qualification Prospectus or the Final Qualification Prospectus of any Subsequent Disclosure Document, the Company will deliver to the Agents, with respect to such Supplementary Material or Subsequent Disclosure Document, documents substantially similar to those referred to in Section 2.21.3 hereof5(8). (10) For certainty, an aggregate of 2,000,000 Placement Warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), each at a purchase price of $1.00 per Placement Warrant, 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 Warrants to the Sponsor and the Representative is referred to herein as the “Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees Company understands that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement Agents may not be sold, transferred, assigned, pledged offer or hypothecated nor may they be sell the subject of any hedging, short sale, derivative, putSpecial Warrants in the United States or to, or call transaction that would result for the account or benefit of, U.S. Persons or persons in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time periodUnited States.

Private Placement. Simultaneously (a) Subject to the terms and conditions hereof, and in reliance upon the representations and warranties contained in this private placement agreement (this “Agreement”), the undersigned (the “Purchaser”) agrees to purchase shares of common stock (“Shares”) of TPG Specialty Lending, Inc. (the “Company”) on the terms and conditions set forth herein. The Company expects to enter into separate private placement agreements with the same Purchase Price (as defined herein) and substantially the same terms and conditions as this Agreement (the “Other Private Placement Agreements” and, together with this Agreement, the “Private Placement Agreements”) with other purchasers (the “Other Purchasers,” and together with the Purchaser, the “Purchasers”), providing for the sale of Shares to the Other Purchasers. This Agreement and the Other Private Placement Agreements are separate agreements, and the sales of Shares to the undersigned and the Other Purchasers are to be separate sales. (b) Subject to the terms and conditions hereof, on the date of the Closing Date(as defined herein), (i) the Sponsor Company will sell to Purchaser, and Purchaser will purchase from the Company, pursuant to the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 Placement Warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), each at a purchase price of $1.00 per Placement Warrant, in a private placement intended Share (the “Purchase Price”) equal to the public offering price to be exempt set forth in the final prospectus (the “Final Prospectus”) contained in the Company’s Registration Statement on Form N-2 (File No. 333-193986) (as it may be amended from registration time to time and together with exhibits thereto, the “Registration Statement”) as filed with the U.S. Securities and Exchange Commission (the “SEC”) relating to the Company’s initial public offering (the “IPO”), a number of Shares equal to an amount, determined by the Company in its sole discretion, not to exceed the amount set forth on the signature page hereto under the Act pursuant heading “Subscription Amount” (the “Allocation Amount”), divided by the Purchase Price (subject to Section 4(a)(2) adjustment by the Company to eliminate fractional shares). The Company shall notify the Purchaser of the ActAllocation Amount five (5) business days prior to the date of the Closing. The private placement Purchase Price for the Shares will be paid by wire transfer of funds to a designated account of the Placement Warrants Company, provided that wire transfer instructions are delivered to the Sponsor Purchaser at least one (1) business day prior to the date of the Closing. (c) If a Qualified IPO has not occurred by May 1, 2014, this Agreement will terminate and the Representative is referred to herein as the “Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants Purchaser and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement Company 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 Offeringreleased from all obligations hereunder, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1)the survival provisions of Section 7.15 herein. Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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 A “Qualified IPO” means an initial public offering of the securities by any person for 180 days immediately following the commencement Company’s common stock that results in an unaffiliated public float of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time periodat least $75 million.

Private Placement. Simultaneously with the Closing Date, (i) the Sponsor will purchase from the Company, pursuant to the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement 3,000,000 warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 1,666,667 warrants, which warrants are substantially identical to the Public Warrants subject to certain exceptions (collectively, the “Placement Warrants (whether or not Warrants” and together with the Over-allotment Option is then-exercised in full in accordance with Section 1.2Public Warrants, the “Warrants”), each at a purchase price of $1.00 1.50 per Placement Warrant, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). The private placement of the Placement Warrants to the Sponsor and the Representative Underwriters is referred to herein as the “Private Placement.” Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or the Representative, other than to their permitted transferees transferees, until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore also 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). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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 commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, 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.

Private Placement. Simultaneously with the Closing Date, (i) the Sponsor will purchase from the Company, pursuant to the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 4,391,304 private placement warrants (whether or not 4,450,000 private placement warrants if the Over-allotment Option is then-exercised in full in accordance with Section 1.2), which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 1.5.3 (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 1,608,696 Placement Warrants (whether or not 1,700,000 Placement Warrants if the Over-allotment Option is then-exercised in full in accordance with Section 1.2), each at a purchase price of $1.00 per Placement Warrant, 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 Warrants to the Sponsor and the Representative is referred to herein as the “Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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 commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, 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.

Private Placement. Simultaneously with the Closing Date, (i) the Sponsor will purchase from the Company, pursuant to the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 400,000 private placement warrants units consisting of one Ordinary Share (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2“Placement Shares”) and, one Share Right (the “Placement Share Rights”), which private placement warrants units are substantially identical to the Public Warrants Units subject to certain exceptions described in Section 1.4.3 (the “Placement Warrants”, and together with the Public Warrants, the “WarrantsUnits”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 220,000 Placement Warrants Units (whether or not the Over-allotment Option is then-exercised “Representative Placement Units”), which Placement Units are substantially identical to the Public Units subject to certain exceptions, as disclosed in full in accordance with Section 1.2)the Registration Statement, each at a purchase price of $1.00 10.00 per Placement WarrantUnit, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). The private placement of the Placement Warrants Units to the Sponsor and the Representative Underwriters is referred to herein as the “Private Placement.” None of the Placement Warrants Units (or the underlying Ordinary Sharestheir component securities) may be sold, assigned or transferred by the Sponsor or the Representative, other than to their permitted transferees transferees, until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants Units shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants Units and the underlying Ordinary Shares their component securities acquired by the Representative pursuant to the Representative Purchase Agreement will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore also 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). Accordingly, the Placement Warrants Units and the underlying Ordinary Shares their component securities acquired by the Representative pursuant to the Representative Purchase Agreement 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 commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, 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.

Private Placement. Simultaneously with (a) Such Key Stockholder understands and is aware that, if any Parent Common Stock to be issued to such Key Stockholder in the Closing Date, Merger is issued in reliance on the exemption from registration set forth in Section 4(2) of the Securities Act or in Regulation D promulgated under the Securities Act,: (i) any Parent Common Stock to be issued to such Key Stockholder in the Sponsor Merger will purchase from the Company, not be issued pursuant to a registration statement under the Sponsor Purchase Agreement (as defined Securities Act, but will instead be issued in reliance on the exemption from registration set forth in Section 2.21.2 hereof), 4,000,000 private placement warrants (whether 4(2) of the Securities Act or not in Regulation D promulgated under the Over-allotment Option is then-exercised in full in accordance with Section 1.2), which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and Securities Act; (ii) neither the Representative Merger nor the issuance of such Parent Common Stock has been or will purchase from be approved or reviewed by the Company, pursuant to the Representative Purchase Agreement SEC or by any other Governmental Body; (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 Placement Warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), each at a purchase price of $1.00 per Placement Warrant, in a private placement intended iii) any Parent Common Stock to be exempt from registration under issued in the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants to the Sponsor and the Representative is referred to herein as the “Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may Merger cannot be soldoffered, sold or otherwise transferred, assigned, pledged or hypothecated nor may they unless such Parent Common Stock is registered under the Securities Act or unless an exemption from registration is available; (iv) Parent is under no obligation to file a registration statement with respect to any Parent Common Stock to be issued to such Key Stockholder in the subject Merger; (v) the provisions of Rule 144 under the Securities Act will permit resale of any hedgingParent Common Stock to be issued to such Key Stockholder in the Merger only under limited circumstances, short saleand such Parent Common Stock must be held by such Key Stockholder for at least one year before it can be sold pursuant to Rule 144; (vi) stop transfer instructions will be given to Parent’s transfer agent with respect to any Parent Common Stock to be issued to such Key Stockholder in the Merger, derivativeand there will be placed on the certificate or certificates representing such Parent Common Stock a legend identical or similar in effect to the following legend (together with any other legend or legends required by applicable state securities laws or otherwise): “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, putSOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS REGISTERED UNDER THE SECURITIES ACT OR UNLESS AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE.”; and (vii) Parent will rely on such Key Stockholder’s representations, warranties and certification set forth in this Section 3.6 for purposes of determining such Key Stockholder’s suitability as an investor in Parent Common Stock and for purposes of confirming the availability of an exemption from the registration requirements of the Securities Act for the issuance of shares of Parent Common Stock in the Merger. (b) Any Parent Common Stock to be issued to such Key Stockholder in the Merger will be acquired by such Key Stockholder for investment purposes only and for such Key Stockholder’s own account, and not with a view to, or call transaction that would result for resale in connection with, any unregistered distribution thereof. (c) Such Key Stockholder has received and carefully examined Parent’s most recent Annual Report on Form 10-K (the “Form 10-K”), Quarterly Report on Form 10-Q (the “Form 10-Q”) and proxy statement, and has paid particular attention to the risk factors described in the effective economic disposition Form 10-K and Form 10-Q. (d) Such Key Stockholder has been given the opportunity: (i) to ask questions of, and to receive answers from, Persons acting on behalf of the securities by any person for 180 days immediately following Company and Parent concerning the commencement of sales terms and conditions of the Offering, except to any FINRA member participating Merger and the possible issuance of Parent Common Stock in the Offering Merger, and the officersbusiness, partnersproperties, registered persons or affiliates thereof, if all securities so transferred remain subject prospects and financial condition of the Company and Parent; and (ii) to obtain any additional information (to the lock-up restriction for extent the remainder Company or Parent possesses such information or is able to acquire it without unreasonable effort or expense) that is necessary to verify the accuracy of the time periodinformation set forth in the documents provided or made available to such Key Stockholder. (e) Such Key Stockholder is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in securities presenting investment decisions like that involved in such Key Stockholder’s possible investment in any Parent Common Stock to be issued in the Merger. (f) Such Key Stockholder is an “accredited investor,” as that term is defined in Rule 501 under the Securities Act.

Private Placement. Simultaneously with (a) The Buyer understands that the Closing Date, (i) offering and sale of the Sponsor will purchase from the Company, pursuant to the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), which private placement warrants Shares are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 Placement Warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), each at a purchase price of $1.00 per Placement Warrant, in a private placement intended to be exempt from registration under the Securities Act pursuant to of 1933, as amended (the “Securities Act”) and applicable U.S. state securities laws by virtue of the private placement exemption from registration provided in Section 4(a)(2) of the Securities Act and exemptions under applicable U.S. state securities laws. The Buyer acknowledges that the Shares are subject to restriction on resale and shall bear the following restrictive legend: THIS SECURITY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, (THE “SECURITIES ACT”), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF FRANKLIN BSP LENDING CORPORATION (THE “CORPORATION”) THAT THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (I) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, INCLUDING RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (III) TO THE CORPORATION OR ANY OF ITS SUBSIDIARIES, IN EACH OF CASES (I) THROUGH (III) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND SUBJECT TO THE CORPORATION’S RIGHT PRIOR TO ANY SUCH TRANSFER PURSUANT TO CLAUSE (I) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT. IN ADDITION, THE HOLDER WILL NOTIFY ANY SUBSEQUENT PURCHASER OF THIS SECURITY FROM IT OF ANY APPLICABLE RESALE RESTRICTIONS REFERRED TO ABOVE. (b) The Buyer is an accredited investor as defined in Rule 501(a) of Regulation D of the Securities Act. The private placement Buyer is not subject to and is not aware of any facts that would cause the Buyer to be subject to any of the Placement Warrants “Bad Actor” disqualifications as described in Rule 506(d)(1)(i) to (viii) under the Securities Act. (c) The Shares are being acquired by the Buyer for the Buyer’s own account for investment purposes only and not with a view to resale or distribution. The Buyer was offered the Shares through private negotiations, not through any general solicitation or general advertising. (d) The Buyer understands and agrees that Buyer is purchasing the Shares directly from the Corporation. The Buyer further acknowledges that there have been no representations, warranties, covenants and agreements made to Buyer by the Corporation or any of its officers or directors, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Agreement. (e) The Buyer has accurately completed and executed the Subscription Agreement and has delivered a facsimile copy to the Sponsor Corporation. (f) The Buyer (a) either alone or together with its representatives has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of this investment and make an informed decision to so invest, and has so evaluated the risks and merits of such investment, (b) has the ability to bear the economic risks of this investment and can afford a complete loss of such investment, (c) understands the terms of and risks associated with the acquisition of the Shares, including, without limitation, a lack of liquidity, pricing availability and risks associated with the industry in which the Corporation operates, the volatility in the value of shares of companies similar to the Corporation, and the Representative uncertainty related to the value of the portfolio assets of the Corporation for the period subsequent to December 31, 2021, (d) has had the opportunity to review the Corporation’s Offering Memorandum and the Annual Report on Form 10-K for the Corporation for the fiscal year ended December 31, 2021 and such other disclosure regarding the Corporation, its business, its financial condition and its prospects as the Buyer has determined to be necessary in connection with the purchase of the Shares, and (e) has had an opportunity to ask such questions and make such inquiries concerning the Corporation, its business, its financial condition and its prospects as the Buyer has deemed appropriate in connection with such purchase and to receive satisfactory answers to such questions and inquiries. (g) The Buyer acknowledges that the Corporation and/or its affiliates may now or at any other time have material, non-public information concerning the Corporation, its subsidiaries, the Shares and/or the markets in which the Corporation operates (which may include information relating to the Corporation’s, its subsidiaries’ and its competitors’ financial condition, future capital expenditures, future prospects, projections, including historic and projected financial and other information, business strategies or litigation, settlement discussions or negotiations (all such information is referred to herein as the “Private Placement.” None Undisclosed Information”)) that could affect the value of the Placement Warrants (Shares, and that this information may not have been disclosed or otherwise made available to the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust AccountBuyer. The Representative Buyer acknowledges and agrees that the Placement Warrants and Corporation shall have no obligation whatsoever to or to cause its affiliates to, disclose any such information to the underlying Ordinary Buyer. In knowledge of the foregoing, the Buyer willingly agrees to purchase the Shares acquired from the Corporation on the terms agreed to herein notwithstanding that (a) Undisclosed Information may exist; (b) such Undisclosed Information, if it exists, has not been disclosed by the Representative pursuant to Corporation or any of its affiliates; and (c) if known, Undisclosed Information could have a material effect on the Representative Purchase Agreement 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 terms of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1)transactions contemplated hereby. Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant Corporation shall have no liability to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged Buyer for damages or hypothecated nor may they be losses that arise as a result of entering in to the subject of any hedging, short sale, derivative, put, transactions contemplated hereby. (h) The Buyer understands and agrees that no federal or call transaction that would result in state agency has passed upon or endorsed the effective economic disposition merits of the securities by any person for 180 days immediately following the commencement of sales offering of the Offering, except to Shares or made any FINRA member participating in the Offering and the officers, partners, registered persons findings or affiliates thereof, if all securities so transferred remain subject determination as to the lock-up restriction for the remainder fairness of the time periodthis investment.

Private Placement. Simultaneously with the Closing Date, (i) the Sponsor will purchase from the Company, pursuant to the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 3,500,000 private placement warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 Placement Warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), each at a purchase price of $1.00 per Placement Warrant, 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 Warrants to the Sponsor and the Representative is referred to herein as the “Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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 commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, 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.

Private Placement. Simultaneously with Prior to the Closing Effective Date, Sang-▇▇▇▇ ▇▇▇, our Chairman and Chief Executive Officer (ithe “Placement Investor”) the Sponsor will shall purchase from the Company, Company pursuant to the Sponsor Private Placement Warrant Purchase Agreement (as defined in Section 2.21.2 2.25.2 hereof), 4,000,000 private placement 3,846,154 warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 Placement Warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), each at a purchase price of $1.00 1.30 per Placement Warrant, Warrant in a private placement Private Placement (the “Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(24(2) of the Securities Act of 1933, as amended (the “Securities Act”). The private placement warrants purchased in the Private Placement (the “Placement Warrants”) will be identical to the Warrants except that the Placement Warrants (i) will not be transferable or salable by the Placement Investor (subject to limited exceptions including the transferee agreeing to be bound to such transfer restrictions) until the Company complete its initial business combination, (ii) are exercisable for cash or on a cashless basis at the holder’s option and (iii) will be non-redeemable so long as they are held by the Placement Investor or his permitted transferees. The Placement Warrants and Ordinary Shares issuable upon exercise of the Placement Warrants to the Sponsor and the Representative is are hereinafter referred to herein collectively as the “Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement.” . None of the Placement Warrants (or the underlying Ordinary Shares) Securities may be sold, assigned or transferred by the Sponsor or the Representative, other than to their permitted transferees Placement Investor until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale The Placement Investors shall have no right to any liquidation distributions with respect to any portion of the Placement Warrants shall be deposited into Securities in the Trust Accountevent the Company dissolves and liquidates its assets. The Representative acknowledges and agrees that Placement Investor shall not have redemption rights with respect to the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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 commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time periodSecurities.

Private Placement. Simultaneously with the Closing Date, (i) the Sponsor will purchase from the Company, pursuant to the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 warrants, which warrants are substantially identical to the Public Warrants subject to certain exceptions (collectively, the “Placement Warrants (whether or not Warrants” and together with the Over-allotment Option is then-exercised in full in accordance with Section 1.2Public Warrants, the “Warrants”), each at a purchase price of $1.00 per Placement Warrant, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). The private placement of the Placement Warrants to the Sponsor and the Representative Underwriters is referred to herein as the “Private Placement.” Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or the Representative, other than to their permitted transferees transferees, until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore also 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). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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 commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, 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.

Private Placement. Simultaneously with 4.1 The Corporation appoints the Closing DateAgents as its exclusive agents, and the Agents accept the appointment and agree to act as the exclusive agents of the Corporation to offer the PP Units for sale under the Private Placement at the Offering Price on a commercially reasonable efforts basis. 4.2 The Agents agree to only sell the PP Units to persons who represent themselves as being: (ia) persons purchasing as principal; (b) qualified to purchase the Sponsor will purchase PP Units under exemptions from the Company, pursuant to prospectus requirements of Applicable Securities Laws as contemplated in the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants (whether or not form of subscription agreement for the Over-allotment Option is then-exercised in full in accordance with Section 1.2), which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 Private Placement (the “Placement Warrants”"Subscription Agreement"); and (c) persons who are not, and together with are not purchasing for the Public Warrantsaccount or benefit of, U.S. Persons and who are not in the United States. 4.3 The Agents agree that at the time any buy order for the PP Units is placed by clients of the Agents, the “Warrants”)purchaser will be outside the United States, or the Agents and all persons acting on their behalf will reasonably believe that the purchaser is outside the United States, and (ii) neither the Representative Agents nor any person acting on their behalf will purchase from have knowledge that such transaction has been pre-arranged with a purchaser in the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 Placement Warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), each at a purchase price of $1.00 per Placement Warrant, 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 Warrants to the Sponsor and the Representative is referred to herein as the “Private PlacementUnited States.” 4.4 None of the Placement Warrants (Corporation, the Agents or any of their respective affiliates or any person acting on behalf of the underlying Ordinary Shares) may foregoing, will offer or sell any of the PP Units in the United States or to, or for the account or benefit of, U.S. Persons, or undertake any activity for the purchase of, or that could reasonably be soldexpected to have the effect of, assigned or transferred conditioning the market for the PP Units in the United States. 4.5 The Agents will obtain from each purchaser introduced by the Sponsor Agents, and deliver to the Corporation, at or before the RepresentativePrivate Placement Time of Closing duly completed and executed Subscription Agreements, other than in form and substance reasonably satisfactory to their permitted transferees until thirty (30) the Agents. 4.6 The Corporation will within ten days after consummation of a Business Combination. Certain proceeds from the sale of the Private Placement Warrants shall Closing Date: (a) file with the applicable securities regulatory authorities any reports required to be deposited into filed by the Trust Account. Applicable Securities Laws in connection with the Private Placement, in the required form; and (b) provide the Agents' counsel with copies of any such reports. 4.7 The Representative acknowledges Corporation agrees to pay to the Agents (and, if directed by the Lead Agent, a U.S. Selling Group Member) on the Private Placement Closing Date the aggregate Agents' Fee payable on the PP Units. 4.8 The Agents acknowledge and agrees agree that the Placement Warrants PP Units, all securities issued upon exercise of the PP Units and the underlying Ordinary Shares acquired by Agents' Securities issued in connection with the Representative pursuant to the Representative Purchase Agreement Private Placement 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). Accordingly, the Placement Warrants four month hold under Applicable Securities Laws and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may will not be sold, transferred, assigned, pledged or hypothecated nor may they be qualified under 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 commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time periodProspectus.

Private Placement. Simultaneously with (i) The Seller is aware that (A) the Closing DateBuyer Common Stock to be issued to the Seller in the Sale will not be issued pursuant to a registration statement under the Securities Act, but will instead be issued in reliance on the exemption from registration set forth in Section 4(2) of the Securities Act and in Regulation D under the Securities Act, and (B) neither the Sale nor the issuance of such Buyer Common Stock has been approved or reviewed by the SEC or by any other Governmental Authority. (ii) The Seller is aware that (i) the Sponsor will purchase from the Company, pursuant to the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 Placement Warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), each at a purchase price of $1.00 per Placement Warrant, in a private placement intended Buyer Common Stock to be exempt from registration under issued in the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants to the Sponsor and the Representative is referred to herein as the “Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may Sale cannot be soldoffered, sold or otherwise transferred, assigned, pledged or hypothecated nor may they unless such Buyer Common Stock is registered under the Securities Act or unless an exemption from registration is available, (ii) the Buyer is under no obligation to file a registration statement with respect to the Buyer Common Stock to be issued to the subject of any hedging, short sale, derivative, put, or call transaction that would result Seller in the effective economic disposition Sale, and (iii) the provisions of Rule 144 will permit resale of the securities by any person for 180 days immediately following Buyer Common Stock to be issued to the commencement of sales of the Offering, except to any FINRA member participating Seller in the Offering Sale only under limited circumstances, and such Buyer Common Stock must be held by the officers, partners, registered persons Seller for at least one year before it can be sold pursuant to Rule 144. (iii) The Seller understands that there will be placed on the certificate or affiliates thereof, if all securities so transferred remain subject certificates representing such Buyer Common Stock legends identical or similar in effect to the lock-up restriction for the remainder of the time periodfollowing legend (together with any other legend or legends required by applicable state securities laws or otherwise): “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS REGISTERED UNDER THE ACT OR UNLESS AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE. THE SALE, TRANSFER OR VOTING OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY THE TERMS OF A STOCK PURCHASE AGREEMENT BY AND AMONG CALIPER TECHNOLOGIES CORP., THE BERWIND COMPANY LLC AND BERWIND CORPORATION. COPIES OF THE AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF CALIPER TECHNOLOGIES CORP. AT THE PRINCIPAL EXECUTIVE OFFICES OF CALIPER TECHNOLOGIES CORP..”

Private Placement. Simultaneously (a) Subject to and in accordance with the Closing terms and conditions of this Agreement, the Plan and the Support Agreement (i) Concordia hereby agrees to sell the Private Placement Shares to the Private Placement Parties based on their respective Private Placement Commitments, and (ii) each of the Private Placement Parties hereby agrees to purchase (on a several and not joint basis) its Private Placement Shares based on its Private Placement Commitment from Concordia for consideration equal to the Issue Price per Private Placement Share, in each case on the Effective Date. (b) The Information Circular and Plan shall provide for: (i) the subscription price for each Private Placement Share issued pursuant to the Private Placement (the “Issue Price”), with the aggregate Issue Price for all of the Private Placement Shares being equal to the Total Offering Size (which, for certainty, will result in the Private Placement Parties owning 87.69% of the Common Shares immediately following the implementation of the Recapitalization Transaction (subject to MIP Dilution), based on a Total Offering Size of $586.5 million and subject to any adjustments in connection with any adjustments to the Total Offering Size pursuant to the terms of this Agreement; (ii) the release to Concordia of the amounts held in escrow pursuant to this Agreement and the Escrow Agreement on the Effective Date; and (iii) the issuance of the Private Placement Shares to the Private Placement Parties and the payment of the Private Placement Commitment Consideration to the Private Placement Parties. (c) No fractional Private Placement Shares shall be issued under the Private Placement. To the extent that a Private Placement Party would otherwise be entitled to receive a fractional Private Placement Share in connection with its purchase of its Private Placement Shares, the number of Private Placement Shares that would be acquired by such Private Placement Party shall be rounded down to the nearest whole number for no consideration. (d) If, prior to the Effective Time, a Private Placement Party becomes a Defaulting Private Placement Party, a Non-Investing Private Placement Party or an Objecting Private Placement Party, then the total Private Placement Commitment of such Party (each, a “Withdrawn Commitment”) shall be made available to all Remaining Private Placement Parties on a pro rata basis based on such Remaining Private Placement Parties’ Private Placement Commitments, unless otherwise agreed by the Private Placement Parties. For the avoidance of doubt, no Private Placement Party shall be compelled or required, absent its prior written consent, to purchase the Private Placement Shares of any Defaulting Private Placement Party, Non-Investing Private Placement Party or Objecting Private Placement Party. (e) To the extent that any Withdrawn Commitment(s) are not acquired and assumed in full pursuant to Section 1(d) above (each, an “Unfunded Withdrawn Commitment”), then Concordia and the Majority Private Placement Parties (excluding, for certainty, all Defaulting Private Placement Parties, Non-Investing Private Placement Parties and Objecting Private Placement Parties) shall agree, acting reasonably, as to whether such Unfunded Withdrawn Commitment(s) may be assigned to a third party (provided such third party agrees, pursuant to a joinder agreement in the form attached as Schedule F (a “Joinder Agreement”), to become a party to this Agreement), or whether the Total Offering Size shall be reduced by any such Unfunded Withdrawn Commitment(s). (f) To the extent that any Withdrawn Commitment(s) are acquired and assumed pursuant to Sections 1(d) and/or 1(e), Concordia agrees to sell on the Effective Date the Private Placement Shares attributable to such Withdrawn Commitments to the applicable party in accordance with the terms of this Agreement and the Plan; provided that, prior to any acquisition or assumption of any Withdrawn Commitment(s) pursuant to Section 1(d), (i) the Sponsor will purchase from applicable Private Placement Parties shall provide prior written notice to Concordia as promptly as practicable, (ii) the CompanyMajority Private Placement Parties shall consult with Concordia with respect to applicable securities law, pursuant stock exchange, regulatory and tax considerations, and after such consultation (iii) the applicable Private Placement Parties shall obtain the prior written consent of the Majority Private Placement Parties, acting reasonably taking into account any applicable securities law, stock exchange, regulatory and tax matters. (g) Subject to applicable Securities Laws and consulting with Concordia with respect to applicable securities law, stock exchange, regulatory and tax considerations, each Private Placement Party shall have the right to designate by written notice to the Sponsor Purchase Agreement Company no later than three (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants (whether 3) Business Days prior to the Effective Date that some or not all of the Over-allotment Option Private Placement Shares that such Private Placement Party is then-exercised in full required to purchase in accordance with Section 1.22(a)(i) be issued in the name of, and delivered to, (i) one or more of its Affiliates or any investment fund the primary investment advisor to which is such Private Placement Party, the investment advisor of such Private Placement Party or an Affiliate thereof or (ii) one or more special purpose vehicles that are wholly-owned by such Private Placement Party and/or one or more of the Persons referred to in clause (i), created for the purpose of holding such Private Placement Shares and whose equity shall not be transferable other than to such Persons described in clause (i) or (ii) of this Section 1(g) (each of the Persons referred to in clauses (i) and (ii), a “Permitted Transferee”) upon receipt by the Company of payment therefor in accordance with the terms hereof, which private placement warrants are substantially identical notice of designation shall (i) be addressed to the Public Warrants subject to certain exceptions described in Section 1.4.3 (the “Company and signed by such Private Placement Warrants”Party and each such Permitted Transferee, and together with (ii) specify the Public Warrantsnumber of Private Placement Shares to be delivered to or issued in the name of such Permitted Transferee; provided, the “Warrants”further, that (i) no such designation pursuant to this Section 1(g) shall relieve such Private Placement Party from its obligations under this Agreement, including its obligation to fund its Private Placement Payment Amount and Withdrawn Commitment Payment Amount (if any), and (ii) any Permitted Transferee shall (a) be deemed to have made the Representative will purchase from the Companyrepresentations, pursuant warranties and agreements hereunder applicable to such Private Placement Party and (b) deliver to the Representative Purchase Company such other customary certifications, agreements and other documents necessary to deliver Private Placement Shares to, or issue Private Placement Shares in the name of, such Permitted Transferee. (h) Schedule E of this Agreement (shall be updated as defined in Section 2.21.3 hereof)required to reflect any termination with respect to a Defaulting Private Placement Party, a Non-Investing Private Placement Party or an aggregate Objecting Private Placement Party and any acquisition and assumption of 2,000,000 Placement Warrants (whether or not the Over-allotment Option is then-exercised in full any Withdrawn Commitment(s) in accordance with this Section 1.2), each at a purchase price of $1.00 per Placement Warrant, 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 Warrants to the Sponsor and the Representative is referred to herein as the “Private Placement1.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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 commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, 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.

Private Placement. Simultaneously with Each of the Closing DateCompany and Parent shall take all reasonably necessary action on its part such that the issuance of Parent Common Stock Payment Shares, (i) the Sponsor will purchase from the Company, Parent Preferred Stock Payment Shares and Warrant Consideration pursuant to the Sponsor Purchase this Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 Placement Warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), each at constitutes a purchase price of $1.00 per Placement Warrant, in a private placement intended to be transaction exempt from registration under the Securities Act pursuant to Section 4(a)(2) in compliance with Rule 506 of Regulation D promulgated thereunder. Each certificate and/or book-entry statement representing Parent Common Stock Payment Shares, the Parent Preferred Stock Payment Shares and Warrant Consideration comprising Merger Consideration shall, until such time that such shares are not so restricted under the Securities Act. The private placement of the Placement Warrants , bear a legend identical or similar in effect to the Sponsor and the Representative is referred to herein as the “Private Placement.” None of the Placement Warrants following legend (together with any other legend or the underlying Ordinary Shares) may be sold, assigned or transferred legends required by the Sponsor Securities Purchase Agreement, applicable state securities applicable Law or the Representativeotherwise, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement will be deemed compensation by the Financial Industry Regulatory Authority if any): “THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“FINRASECURITIES ACT”) and will therefore be subject to lock), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. ACCORDINGLY, THIS SECURITY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THE COMPANY AND ITS TRANSFER AGENT SHALL BE ENTITLED TO REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND THE TRANSFER AGENT THAT SUCH REGISTRATION IS NOT REQUIRED. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-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). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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 commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time periodDEALER OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

Private Placement. Simultaneously with Each of the Closing Date, (i) Company and Parent shall take all reasonably necessary action on its part such that the Sponsor will purchase from the Company, issuance of Parent Stock Payment Shares pursuant to the Sponsor Purchase this Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 Placement Warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), each at constitutes a purchase price of $1.00 per Placement Warrant, in a private placement intended to be transaction exempt from registration under the Securities Act pursuant to Section 4(a)(2) in compliance with Rule 506 of Regulation D promulgated thereunder. Each book entry representing the Parent Stock Payment Shares comprising Merger Consideration shall, until such time that such shares are not so restricted under the Securities Act. The private placement of the Placement Warrants , bear a legend identical or similar in effect to the Sponsor and the Representative is referred to herein as the following legends (together with any other legend or legends required by applicable state securities applicable Law or otherwise, if any): Parent Common Stock Payment Shares: “Private PlacementTHE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE ‘ACT’) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS REGISTERED UNDER THE ACT OR UNLESS AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE.” None of the Placement Warrants “THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AND MAY BE MADE ONLY IN ACCORDANCE WITH THE TERMS OF A LOCK-UP AGREEMENT, A COPY OF WHICH MAY BE EXAMINED AT THE OFFICE OF THE COMPANY.” Parent Preferred Stock Payment Shares: “NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SHARES ISSUABLE UPON THE CONVERSION OF THESE SECURITIES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (or the underlying Ordinary SharesTHE ‘ACT’) may be soldAND MAY NOT BE OFFERED, assigned or transferred by the Sponsor or the RepresentativeSOLD OR OTHERWISE TRANSFERRED, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement will be deemed compensation by the Financial Industry Regulatory Authority (“FINRAASSIGNED, PLEDGED OR HYPOTHECATED UNLESS REGISTERED UNDER THE ACT OR UNLESS AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE.”) 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). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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 commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, 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.

Private Placement. Simultaneously with the Closing DateClosing, (i) the Sponsor will Chardan NexTech Warrant Holdings LLC, a Delaware limited liability company ( “Holdings”), shall purchase from the Company, pursuant to the Sponsor Purchase Subscription Agreement (as defined in Section 2.21.2 2.24.2 hereof), 4,000,000 private placement ) an aggregate of 5,599,956 warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), at an aggregate of 2,000,000 Placement Warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), each at a purchase price of $1.00 2,500,000 (approximately $0.45 per Placement Warrant, ) 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 Warrants to the Sponsor and the Representative is referred to herein as (the “Private Placement”). The Placement Warrants and the shares of Common Stock underlying the Placement Warrants are hereinafter referred to collectively as the “Placement Securities,” and the Public Securities and the Placement Securities are hereinafter referred to collectively as the “Securities.” None of Each Placement Warrant shall be identical to the Warrants sold in the Offering except that the Placement Warrants (or a) shall be non-redeemable by the underlying Ordinary SharesCompany, (b) may not, subject to certain limited exceptions, be soldtransferred, assigned or transferred sold by the Sponsor or the Representative, other than to their permitted transferees initial purchaser until thirty (30) days after consummation the completion of the Company’s initial business combination and (c) may be exercised for cash or on a Business Combinationcashless 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 Agreements and the Warrant Agreement (as defined in Section 2.22 hereof)). Certain proceeds 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 Warrants shall be deposited into the Trust AccountSecurities. The Representative acknowledges and agrees that Pursuant to Rule 5110(e) of FINRA’s (as defined below) Rules, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be are subject to a lock-up for a period of 180 days immediately following beginning on the commencement of sales of in the OfferingOffering and, subject to certain limited exceptionsfor that 180 day period, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they hypothecated, or be the subject of any hedging, short sale, derivative, put, derivative or put or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following securities. Pursuant to Rule 5110(g)(8) of FINRA’s Rules, Chardan Capital Markets, LLC and its related persons may not, with respect to the commencement of sales Placement Warrants (and the shares that are issuable upon exercise of the OfferingPlacement Warrants) purchased by Holdings, except to any FINRA member participating in (i) have more than one demand registration right at the Offering and Company’s expense, (ii) exercise their demand registration rights more than five (5) years from the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder effective date of the time periodRegistration Statement, and (iii) exercise their “piggy-back” registration rights more than seven (7) years from the effective date of the Registration Statement, as long as Chardan Capital Markets, LLC or any of its related persons are beneficial owners of Placement Warrants.

Private Placement. Simultaneously with (a) The Seller understands that the Closing Date, options under the Stock Option Agreement and shares of common stock of the Purchaser that may be issued upon exercise thereof (i) have not been registered with the Sponsor will purchase from the Company, United States Securities and Exchange Commission or pursuant to any state securities laws in reliance on the Sponsor Purchase Agreement (as defined in exemption afforded by Section 2.21.2 hereof), 4,000,000 private placement warrants (whether or not 4(2) of the Over-allotment Option is then-exercised in full in accordance with Section 1.2), which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 (the “Placement Warrants”, Securities Act and together with the Public Warrants, the “Warrants”)comparable exemptions from applicable state laws, and (ii) that such options shares will be restricted securities under the Representative will purchase from United States Securities Act of 1933, as amended, and various states' securities laws, and that these laws impose limitations on the Company, pursuant Persons to whom sales and resales of options and shares may be made. The certificates representing shares of the common stock of the Purchaser to be delivered to the Representative Purchase Seller upon exercise of options under the Stock Option Agreement will bear a legend substantially as follows: "THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (as defined in Section 2.21.3 hereofTHE "ACT") OR ANY STATE SECURITIES LAWS. SUCH SHARES MAY NOT BE OFFERED, SOLD, TRANSFERRED (BY MERGER OR OTHERWISE), an aggregate of 2,000,000 Placement Warrants ASSIGNED, DEVISED, EXCHANGED, GIFTED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS SUCH TRANSFER IS EXEMPT FROM REGISTRATION, AND FIRMA HOLDINGS, CORP. (whether or not the Over-allotment Option is then-exercised THE "COMPANY") SHALL HAVE BEEN FURNISHED WITH AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, TO SUCH EFFECT.” (b) The Seller represents and warrants that (i) it has such knowledge, sophistication and experience in full in accordance with Section 1.2), each at a purchase price of $1.00 per Placement Warrant, in a private placement intended financial and business matters as to be exempt from registration capable of evaluating the merits and risks of an investment in the in the options under the Act pursuant to Section 4(a)(2) Stock Option Agreement and shares of common stock of the Act. The private placement Purchaser that may be issued upon exercise thereof; (ii) it has carefully reviewed on its own and with its legal, accounting, tax, investment and other advisers the risks of investing in the options under the Stock Option Agreement and shares of common stock of the Placement Warrants to Purchaser that may be issued upon exercise thereof; (iii) it understands that an investment in the Sponsor options under the Stock Option Agreement and the Representative is referred to herein as the “Private Placement.” None shares of common stock of the Placement Warrants (or the underlying Ordinary Shares) Purchaser that may be sold, assigned issued upon exercise thereof is a very high-risk investment that may result in the loss of some or transferred by the Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale all of the Placement Warrants shall Seller’s investment; (iv) it is able to bear the economic risk of its investment in the options under the Stock Option Agreement and shares of common stock of the Purchaser that may be deposited into issued upon exercise thereof; (v) it is acquiring the Trust Account. The Representative acknowledges options under the Stock Option Agreement and shares of common stock of the Purchaser that may be issued upon exercise thereof for its own account for investment and not with a present view to, or for sale or other disposition in connection with, any distribution of all or any part of such options or shares; (vi) it understands and agrees that neither the Placement Warrants Purchaser nor any Person representing the Purchaser has made any representation to the Seller with respect to the Purchaser or the options under the Stock Option Agreement or shares of common stock of the Purchaser that may be issued upon exercise thereof other than as contained in this Agreement; and (vii) the Seller has had access to such financial and other information concerning the Purchaser and the underlying Ordinary Shares acquired by options under the Representative pursuant to the Representative Purchase Stock Option Agreement will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period shares of 180 days immediately following the commencement of sales common stock of the Offering, subject Purchaser that may be issued upon exercise thereof as the Seller has deemed necessary in connection with its investment decision to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, acquire the Placement Warrants options under the Stock Option Agreement and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject shares of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition common stock of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates Purchaser that may be issued upon exercise thereof, if all securities so transferred remain subject including an opportunity to ask questions of and request information from the lock-up restriction for the remainder of the time periodPurchaser.

Private Placement. Simultaneously with the Closing Date, (a) The Investor is (i) an “accredited investor” within the Sponsor meaning of Rule 501 of Regulation D promulgated under the Securities Act; (ii) aware that the sale of the Securities to it are being made in reliance on a private placement exemption from registration under the Securities Act and (iii) acquiring the Securities for its own account. (b) The Investor understands and agrees that the Securities are being offered in a transaction not involving any public offering within the meaning of the Securities Act, that such Securities have not been and, except as contemplated by the Registration Rights Agreement, will purchase not be registered under the Securities Act and that such Securities may be offered, resold, pledged or otherwise transferred only (i) in a transaction not involving a public offering, (ii) pursuant to any other exemption from the Companyregistration requirements of the Securities Act, including Rule 144 under the Securities Act (if available), (iii) pursuant to an effective registration statement under the Sponsor Purchase Agreement Securities Act or (as defined iv) to the Company or any Company Subsidiary, in Section 2.21.2 hereof), 4,000,000 private placement warrants each of cases (whether or not the Over-allotment Option is then-exercised in full i) through (iv) in accordance with Section 1.2)any applicable state and federal securities Laws, which private placement warrants are and that it will notify any subsequent purchaser of Securities from it of the resale restrictions referred to above, as applicable. (c) The Investor understands that, unless sold pursuant to a registration statement that has been declared effective under the Securities Act or in compliance with Rule 144 thereunder, the Company may require that the Securities bear a legend or other restriction substantially identical to the Public Warrants subject following effect (it being agreed that if the Securities are not certificated, other appropriate restrictions shall be implemented to certain exceptions described in Section 1.4.3 give effect to the following): “THIS SECURITY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, (the THE “Placement Warrants”, and together with the Public Warrants, the “WarrantsSECURITIES ACT”), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN A TRANSACTION NOT INVOLVING A PUBLIC OFFERING, (II) PURSUANT TO ANY OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, INCLUDING RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (IV) TO THE COMPANY OR ANY COMPANY SUBSIDIARY, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE STATE AND FEDERAL SECURITIES LAWS, AND (B) THE HOLDER WILL NOTIFY ANY SUBSEQUENT PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. THIS SECURITY MAY ONLY BE TRANSFERRED IN ACCORDANCE WITH THE TERMS OF THE GOVERNANCE AGREEMENT, DATED AS OF SEPTEMBER 13, 2020, AMONG CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. AND THE INVESTOR NAMED THEREIN.” (d) The Investor: (i) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Securities; and (ii) has the Representative will ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment. (e) The Investor acknowledges that (i) it has conducted its own investigation of the Company and the terms of the Securities; (ii) it has had access to the Company’s public filings with the SEC and to such financial and other information as it deems necessary to make its decision to purchase from the Securities; and (iii) it has been offered the opportunity to conduct such review and analysis of the business, assets, condition, operations and prospects of the Company and the Company Subsidiaries and to ask questions of the Company, pursuant each as it deemed necessary in connection with the decision to purchase the Securities. The Investor further acknowledges that it has had such opportunity to consult with its own counsel, financial and tax advisors and other professional advisers as it believes is sufficient for purposes of the purchase of the Securities. The foregoing, however, does not limit or modify the representations and warranties of the Company in this Agreement or any other Transaction Document or in any certificate provided at the Initial Closing or the Second Closing, as applicable, or the right of the Investor to rely on such representations and warranties. (f) The Investor understands that the Company will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements. (g) Except for the representations and warranties contained in this Agreement (including any references in such Section 4 to the Representative Purchase Agreement (SEC Reports) or any other Transaction Document or in any certificate provided at the Initial Closing or the Second Closing, as defined in Section 2.21.3 hereof)applicable, an aggregate of 2,000,000 Placement Warrants (whether or not such Investor acknowledges that neither the Over-allotment Option is then-exercised in full in accordance with Section 1.2), each at a purchase price of $1.00 per Placement Warrant, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) Company nor any Person on behalf of the Act. The private placement of Company makes, and the Placement Warrants Investor has not relied upon, any other express or implied representation or warranty with respect to the Sponsor and the Representative is referred Company or any Company Subsidiaries or with respect to herein as the “Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or the Representative, any other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant information provided to the Representative Purchase Agreement will be deemed compensation by Investor in connection with 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). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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 commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time periodTransactions.

Private Placement. Simultaneously with the Closing Date, (i) the Sponsor will purchase from the Company, pursuant to the a Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 365,000 private placement warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 units (the “Sponsor Placement Warrants”, Units” and together with the Public WarrantsUnderwriter Placement Units (as defined below), the “WarrantsPlacement Units”), and (ii) the Representative Underwriters will purchase from the Company, pursuant to the Representative Underwriter Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 175,000 Placement Warrants Units (whether or not Cantor will purchase 166,250 Placement Units, and EarlyBirdCapital, Inc. will purchase 8,750 Placement Units) (the Over-allotment Option is then-exercised “Underwriter Placement Units”) and, together with the Sponsor Placement Units and the Public Units the “Units”), which Placement Units are substantially identical to the Public Units, subject to certain exceptions described in full in accordance with Section 1.2)1.4.3, each at a purchase price of $1.00 10.00 per Placement Warrant, Unit in a private placement intended to be exempt from registration under the Act Act, pursuant to Section 4(a)(2) of the Act. The private placement Each Placement Unit consists of the Placement Warrants to the Sponsor and the Representative is referred to herein as (a) one Class A Ordinary Share (the “Private Placement.” Placement Shares”), and (b) one-third of one warrant (the “Placement Warrants), with each whole warrant exercisable to purchase one Class A Ordinary Share at $11.50 per share. None of the Placement Warrants Units (or the underlying Ordinary Sharestheir component securities) may be sold, assigned or transferred by the Sponsor or the RepresentativeUnderwriters, other than to their permitted transferees transferees, until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants Units shall be deposited into the Trust Account. The Representative Representative, on behalf of the Underwriters, acknowledges and agrees that the Underwriter Placement Warrants Units (and the underlying Ordinary Shares component securities) acquired by the Representative Underwriters pursuant to the Representative Underwriter Purchase Agreement (as defined below) 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 from the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Underwriter Placement Warrants Units (and the underlying Ordinary Shares component securities) acquired by the Representative Underwriters pursuant to the Representative Underwriter Purchase Agreement 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 from the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, 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.

Private Placement. Simultaneously with the Closing Date, (i) the Sponsor will purchase from the Company, pursuant to the a Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 3,126,666 private placement warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 (the “Sponsor Placement Warrants”, ” and together with the Public WarrantsUnderwriter Placement Warrants (as defined below), the “Placement Warrants”), and (ii) the Representative Underwriters will purchase from the Company, pursuant to the Representative Underwriter Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate 1,740,000 private placement warrants (Cantor will purchase 1,566,000 private placement warrants, and each of 2,000,000 Ladenburg, Thallman & Co., and Benchmark Securities, Inc. will purchase 87,000 private placement warrants) (the “Underwriter Placement Warrants”) and, together with the Sponsor Placement Warrants (whether or not and the Over-allotment Option is then-exercised Underwriter Placement Warrants, and the Public Warrants, the “Warrants”), which Placement Warrants are substantially identical to the Public Warrants, subject to certain exceptions described in full in accordance with Section 1.2)1.4.3, each at a purchase price of $1.00 1.50 per Placement Warrant, 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 Warrants to the Sponsor and the Representative Underwriters is referred to herein as the “Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or the RepresentativeUnderwriters, other than to their permitted transferees transferees, until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative Representative, on behalf of the Underwriters, acknowledges and agrees that the Underwriter Placement Warrants (and the underlying Ordinary Shares Shares) acquired by the Representative Underwriters pursuant to the Representative Underwriter Purchase Agreement (as defined below) 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 from the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Underwriter Placement Warrants (and the underlying Ordinary Shares Shares) acquired by the Representative Underwriters pursuant to the Representative Underwriter Purchase Agreement 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 from the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, 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.

Private Placement. Simultaneously with the Closing Date, (i) the Sponsor will purchase from the Company, pursuant to the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 2,666,667 private placement warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 1,333,333 Placement Warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), each at a purchase price of $1.00 1.50 per Placement Warrant, 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 Warrants to the Sponsor and the Representative is referred to herein as the “Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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 commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, 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.

Private Placement. Simultaneously with the Closing Date, (a) The Parties hereto will use their ----------------- reasonable best efforts to cause UPC to (i) the Sponsor will purchase from the Company, pursuant to the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 conduct a private placement warrants in the United States and such other jurisdictions as it shall deem appropriate of the Initial Preference Shares (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 of Dutch Depository Receipts representing such shares) (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), "PRIVATE PLACEMENT") and (ii) consummate the Representative Private Placement as soon as practicable after September 1, 1997 and in no event later than December 1, 1997. The Private Placement will purchase from be conducted in a manner that will enable the Company, initial purchasers to immediately resell the Initial Preference Shares pursuant to the Representative Purchase Agreement Rule ▇▇▇▇ (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 Placement Warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), each at a purchase price of $1.00 per Placement Warrant, in a private placement intended to be exempt from registration ▇▇▇ "▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇") promulgated under the Act pursuant to Section 4(a)(2Securities Act, will have accompanying registration rights and will be on terms customary for offerings of its type. (b) DLJ and ▇▇▇▇▇▇▇, ▇▇▇▇▇ (the "INITIAL PURCHASERS") shall be co-lead managers (and DLJ shall be the book-runner) of the Act. The private placement Rule 144A Offering and, together with such other persons as they shall designate, shall be the initial purchasers of the Initial Preference Shares. (c) The terms of the Initial Preference Shares will be such that the Private Placement Warrants will result in gross proceeds of $162.5 million to Philips Networks, as such sum may be adjusted pursuant to confidential Annex C, attached ------- hereto. (d) Immediately upon the Sponsor execution hereof the Parties will, and the Representative is referred UIHI Parties shall cause DLJ and Philips shall cause ▇▇▇▇▇▇▇, ▇▇▇▇▇ to, commence any and all actions necessary and appropriate to herein enable UPC to consummate the Private Placement as soon as practicable after September 1, 1997. In furtherance thereof, the Parties will cooperate with the Initial Purchasers to prepare a preliminary Offering Memorandum, a final Offering Memorandum, a "road show" presentation and such other marketing materials as Philips Networks and the Initial Purchasers shall reasonably request, and shall take all such other steps, including, but not limited to, participating in customary "road show" presentations, as the “Private Placement.” None of Initial Purchasers shall reasonably request in order to market the Placement Warrants (or the underlying Ordinary Initial Preference Shares) may be sold, assigned or transferred by the Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants UPC will provide Philips Networks and the underlying Ordinary Shares acquired by Initial Purchasers with all information concerning the Representative pursuant to the Representative Purchase Agreement will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) business and will therefore be subject to lock-up for a period affairs of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants UPC as Philips Networks and the underlying Ordinary Shares acquired by Initial Purchasers reasonably deem necessary to effect the Representative pursuant to the Representative Purchase Agreement 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 commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time periodInitial Preference Shares.

Private Placement. Simultaneously with the Closing Date, (i) the Sponsor and certain institutional investors will purchase from the Company, Company in a private placement pursuant to the Sponsor Unit Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 an aggregate of (i) 260,000 private placement warrants units (the “Private Placement Units”) (whether or not the Overover-allotment Option option is then-exercised in full in accordance with Section 1.2full), each Private Placement Unit will consist of one Class A ordinary share (the “Private Shares”), one-half of one redeemable warrant, with each whole warrant exercisable to purchase one Class A ordinary share at $11.50 per share (“Private Warrants”), subject to adjustment, at a price of $1.00 per warrant, and one right to receive one eighth (1/8) of one Class A ordinary share upon the consummation of the Business Combination (the “Private Right”) and (ii) 585,000 Class A ordinary shares, par value $0.0001 per share, which private placement warrants shares shall be subject to certain restrictions until the consummation of the initial business combination (the “Restricted Class A Ordinary Shares”) for an aggregate purchase price of $2,600,000 (whether or not the underwriters’ over-allotment option is exercised in full). Private Placement Units are substantially identical to the Public Warrants Units included in the Firm Units, subject to certain exceptions described in Section 1.4.3 (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 Placement Warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), each at a purchase price of $1.00 per Placement Warrant, in a exceptions. The private placement intended to be is exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Private Placement Warrants Units and the Restricted Class A Ordinary Shares to the Sponsor and the Representative certain institutional investors is referred to herein as the “Private Placement.” Certain proceeds from the sale of the Private Placement Units shall be deposited into the Trust Account. None of the Private Placement Warrants Units, Private Shares, Private Warrants, Private Rights or Restricted Class A Ordinary Shares (or collectively, the underlying Ordinary Shares“Placement Securities”) may be sold, assigned or transferred by the Sponsor Sponsor, the institutional investors or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain The Company shall cause to be deposited an amount of additional proceeds from the sale of the Private Placement Warrants shall be deposited Units and the Restricted Class A Ordinary Shares into the Trust Account. The Representative acknowledges and agrees Account such that the Placement Warrants and amount of funds in the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement will Trust Account shall 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 $10.00 per Public Share sold in the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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 commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, 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.

Private Placement. Simultaneously with the Closing Date, (ix) the Sponsor will purchase from the Company, Company pursuant to the Sponsor a Private Placement Warrant Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement 2.24.2 below) an aggregate of 4,750,000 warrants (whether or not of the Over-allotment Option is then-exercised in full in accordance with Section 1.2)Company, which private placement warrants are substantially identical to the Public Warrants sold as part of the Firm Units subject to certain exceptions described in Section 1.4.3 (collectively, the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 Placement Warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), each at a purchase price of $1.00 per Placement WarrantWarrant in a private placement (the “Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Each Placement Warrant is exercisable to purchase one share of Class A Common Stock at $11.50 per share. The terms of the Placement Warrants are further 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 Private Placement Warrant Purchase Agreement, up to an additional 450,000 Placement Warrants at a purchase price of $1.00 per Placement Warrant 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 Warrants to the Sponsor and the Representative is referred to herein as the “Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or the Representative, other than to Representative or their permitted respective transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of The purchase price for the Placement Warrants 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 Account. The Representative acknowledges and agrees that Account on the Placement Warrants and Closing Date or the underlying Ordinary Shares acquired by Option Closing Date, as the Representative pursuant to the Representative Purchase Agreement 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). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement case 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 commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time periodbe.

Private Placement. Simultaneously (a) Purchaser acknowledges and agrees with the Company on the date of this Agreement and at the date of the Closing Date, that: (i) the Sponsor will purchase from offering and sale of the Company, pursuant to the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants (whether or not the Over-allotment Option Securities is then-exercised in full in accordance with Section 1.2), which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 Placement Warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), each at a purchase price of $1.00 per Placement Warrant, in a private placement intended to be exempt from registration under the Securities Act pursuant to of 1933, as amended (the "Securities Act"), by virtue of the provisions of either Section 4(a)(24(2) of the Act. The private placement Securities Act or Rule 506 of Regulation D ("Regulation D") promulgated under the Placement Warrants Securities Act by the Securities and Exchange Commission (the "SEC"); (ii) the offering itself will be reported by the Company to the Sponsor and the Representative is referred to herein as the “Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant SEC to the Representative Purchase Agreement extent required by Regulation D and to various state securities or blue sky commissioners to the extent required by applicable state law; (iii) there is no existing public or other market for the Securities and there can be no assurance that any Purchaser will be deemed compensation by able to sell or dispose of such Purchaser's Securities; and (iv) the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period shares of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares Class A Common Stock acquired by the Representative pursuant to the Representative Purchase Agreement 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 commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain hereby are subject to the lock-up restriction for the remainder terms of the time periodStockholders Agreement of the Company, dated as of October 1, 1998 between the Company and certain of its stockholders and, if requested by the Company, Purchaser will become a party to the Stockholders Agreement and that the certificates representing the Securities will bear the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR PURSUANT TO THE SECURITIES OR "BLUE SKY" LAWS OF ANY STATE. SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED, EXCEPT PURSUANT TO (i) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER SUCH ACT, (ii) RULE 144 UNDER SUCH ACT, OR (iii) ANY OTHER EXEMPTION FROM REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO RESTRICTIONS ON TRANSFER, VOTING AND OTHER TERMS AND CONDITIONS SET FORTH IN THE STOCKHOLDERS AGREEMENT DATED AS OF OCTOBER 1, 1998, A COPY OF WHICH MAY BE OBTAINED FROM CLIENTLOGIC CORPORATION AT ITS PRINCIPAL EXECUTIVE OFFICES. (b) Purchaser represents and warrants to the Company on the date of this Agreement and at the date of the Closing that: (i) the Securities to be acquired by it pursuant to this Agreement are being acquired for his own account, not as a nominee or agent for any other person and without a view to the distribution of such Securities or any interest therein in violation of the Securities Act; and (ii) Purchaser is an "accredited investor" within the meaning of Rule 501(a) under Regulation D, and has such knowledge and experience in

Private Placement. Simultaneously with the The Subscriber hereby irrevocably subscribes for, and on Closing Date, (i) the Sponsor will purchase from the Company, pursuant to the Sponsor Purchase Agreement following securities at a price of US$_______ per Share: ______________ Shares WITNESS: EXECUTION BY SUBSCRIBER: _____________________________ Signature of witness ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name of witness X Signature of Subscriber Name of Subscriber (as defined in Section 2.21.2 hereof)please print) ACCEPTED this _______ day of _____________, 4,000,000 private placement warrants _________. MEDORA CORP. Per: __________________________________________________ Authorized signatory __________________________________________ __________________________________________ Address of Subscriber (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 (the “Placement Warrants”, and together with the Public Warrantsresidence) By signing this acceptance, the “Warrants”)Company agrees to be bound by all representations, warranties, covenants and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase agreements on pages 4-11 hereof. This Subscription Agreement (as defined may be executed in Section 2.21.3 hereof), an aggregate any number of 2,000,000 Placement Warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2)counterparts, each at of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a purchase price of $1.00 per Placement Warrant, 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 Warrants to the Sponsor and the Representative is referred to herein as the “Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement printed copy will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) to be execution and will therefore be subject to lock-up for a period delivery of 180 days immediately following the commencement of sales this Subscription Agreement as of the Offeringdate hereinafter set forth. NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, subject to certain limited exceptionsOR ANY U.S. STATE SECURITIES LAWS, pursuant to FINRA Rule 5110(e)(1)AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. AccordinglyPRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: MEDORA CORP. (the "Company") ▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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 commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, 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.▇▇▇▇ ▇▇▇▇▇▇

Private Placement. Simultaneously with (a) Prior to the Closing Date, Anchor (i) shall have received copies of executed subscription agreements for the Sponsor will purchase from and sale of equity securities of the Company, pursuant Company in private placement transactions resulting in gross proceeds to the Sponsor Purchase Agreement Company of at least (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants US) $2,500,000.00 (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 (the “Placement Warrants”, Private Placement” and together with any subsequent issuances of Company equity securities offered under the Public WarrantsPrivate Placement Memorandum used by Company in connection with the Private Placement, the “WarrantsPrivate Placement Transaction”), ) and (ii) the Representative will purchase from the shall have been notified by American Stock Transfer & Trust Company, the escrow agent for the Private Placement, that there is at least (US) $2,500,000.00 in cleared funds available for closing the Private Placement; provided, however, that the Private Placement shall not close prior to the Closing hereunder. (b) The terms and conditions of the equity securities to be offered and sold pursuant to the Representative Purchase Agreement (Private Placement shall not be materially different than as defined set forth in Section 2.21.3 hereofthe attached Schedule 5.4(b). Any changes, amendments or modifications to the purchase price, the per share conversion price, the voting rights, the anti-dilution and liquidity events, or the rights and preferences of the equity securities, as set forth in the attached Schedule 5.4(b), an aggregate shall be conclusively deemed to be materially different. (c) The terms and conditions of 2,000,000 the warrants exercisable for Common Stock to be issued to the Placement Warrants (whether Agent in connection with Private Placement Transaction and the 1,960,000 options exercisable for Common Stock to be issued to Company management in connection with the Private Placement Transaction, in each case as more fully described in the Private Placement Memorandum used by Company in connection with the Private Placement, shall not be materially different than the terms and conditions set forth on the attached Schedule 5.4(c). Any changes, amendments or not modifications to the Overexercise price, the term of the option, the anti-allotment Option dilution, or the rights and preferences of the equity securities for which the warrant or option is then-exercised in full in accordance with Section 1.2exercisable for, as set forth on the attached Schedule 5.4(c), each at a purchase price of $1.00 per Placement Warrant, in a private placement intended shall be conclusively deemed to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants to the Sponsor and the Representative is referred to herein as the “Private Placementmaterially different.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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 commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, 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.

Private Placement. Simultaneously with the Closing DateClosing, Chardan NexTech Investments LLC (ithe “Sponsor”) the Sponsor will shall purchase from the Company, pursuant to the Sponsor Purchase Subscription Agreement (as defined in Section 2.21.2 2.24.2 hereof), 4,000,000 private placement ) an aggregate of 7,500,000 warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 Placement Warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), each at a purchase price of $1.00 0.50 per Placement Warrant, Warrant 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 Warrants to the Sponsor and the Representative is referred to herein as (the “Private Placement”). The Placement Warrants and the shares of Common Stock underlying the Placement Warrants are hereinafter referred to collectively as the “Placement Securities,” and the Public Securities and the Placement Securities are hereinafter referred to collectively as the “Securities.” None of Each Placement Warrant shall be identical to the Warrants sold in the Offering except that the Placement Warrants (or a) shall be non-redeemable by the underlying Ordinary SharesCompany, (b) may not, subject to certain limited exceptions, be soldtransferred, assigned or transferred sold by the Sponsor or the Representative, other than to their permitted transferees initial purchaser until thirty (30) days after consummation the completion of the Company’s initial business combination and (c) may be exercised for cash or on a Business Combinationcashless 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 Agreements and the Warrant Agreement (as defined in Section 2.22 hereof)). Certain proceeds 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 Warrants shall be deposited into the Trust AccountSecurities. The Representative acknowledges and agrees that Pursuant to Rule 5110(g)(1) of FINRA’s (as defined below) Rules, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be are subject to a lock-up for a period of 180 days immediately following the Effective Date of the Registration Statement or the commencement of sales of in the OfferingOffering and, subject to certain limited exceptionsfor that 180 day period following the Effective Date, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they hypothecated, or be the subject of any hedging, short sale, derivative, put, derivative or put or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following securities. Pursuant to Rule 5110(g)(8) of FINRA’s Rules, Chardan Capital Markets, LLC and its related persons may not, with respect to the commencement of sales Placement Warrants (and the shares that are issuable upon exercise of the OfferingPlacement Warrants) purchased by the Sponsor, except to any FINRA member participating in (i) have more than one demand registration right at the Offering and Company’s expense, (ii) exercise their demand registration rights more than five (5) years from the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder effective date of the time periodRegistration Statement, and (iii) exercise their “piggy-back” registration rights more than seven (7) years from the effective date of the Registration Statement, as long as Chardan Capital Markets, LLC or any of its related persons are beneficial owners of Placement Warrants.

Private Placement. Simultaneously The offer and sale of the shares of Buyer Common Stock constituting a portion of the Merger Consideration are being made pursuant to an exemption from the registration requirements under the Securities Act and, therefore, cannot be resold unless they are subsequently registered under the Securities Act and applicable state securities laws or unless exception from such registration is available. Parent may not sell, assign, pledge, transfer or otherwise dispose of or encumber any shares of Buyer Common Stock constituting a portion of the Merger Consideration received by it except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws until such securities have been registered under the Securities Act and any applicable state laws. Any transfer or purported transfer in violation of this Section 9.1 shall be voidable by Buyer, and Buyer will not be required or obligated to register any transfer of the shares of Buyer Common Stock constituting a portion of the Merger Consideration in violation of this Section 9.1. Buyer may, and may instruct its transfer agent, to place such stop-transfer orders as may be required on the transfer books of Buyer in order to ensure compliance with this Section 9.1. Each certificate representing Buyer Common Stock constituting the Closing Consideration and the Additional Consideration, if any, shall be endorsed with a legend in substantially the form set forth below (which shall be removed in accordance with the Closing DateRegistration Rights Agreement): “THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT (i) the Sponsor will purchase from the CompanyPURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, pursuant to the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 Placement Warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), each at a purchase price of $1.00 per Placement Warrant, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2iii) of the Act. The private placement of the Placement Warrants to the Sponsor and the Representative is referred to herein as the “Private PlacementPURSUANT TO THE RESALE PROVISIONS OF RULE 144 PROMULGATED THEREUNDER.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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 commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, 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.

Private Placement. Simultaneously with the Closing Date, (i) the BTC Development Sponsor LLC, will purchase from the Company, pursuant to the Sponsor Purchase Agreement (as defined in Section 2.21.2 .21.2 hereof), 4,000,000 private placement warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 512,500 units (the “Sponsor Placement WarrantsUnits”, and together with the Public Warrants, the “Warrants”), ) and (ii) the Representative CCM and KBW will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 247,500 units, which units are substantially identical to the Public Units subject to certain exceptions (the “Representative Placement Warrants (whether or not Units”, and together with the Over-allotment Option is then-exercised in full in accordance with Section 1.2Sponsor Placement Units, the “Placement Units”; the Placement Units and the Public Units, collectively, the “Units”), each at a purchase price of $1.00 10.00 per Placement WarrantUnit, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). The private placement of the Placement Warrants to the BTC Development Sponsor LLC and the Representative Representatives is referred to herein as the “Private Placement.” The private placement of the Placement Units to the Sponsor and the Representatives is referred to herein as the “Private Placement.” Certain proceeds from the sale of the Placement Units shall be deposited into the Trust Account. None of the Placement Warrants Units (or the underlying Ordinary Sharessecurities) may be sold, assigned or transferred by the Sponsor or the RepresentativeRepresentatives, other than to their permitted transferees transferees, until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges Representatives acknowledge and agrees agree that the Placement Warrants Units and the underlying Ordinary Shares securities acquired by the Representative Representatives pursuant to the Representative Purchase Agreement will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore also be subject to lock-up for a period of 180 days immediately following from the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants Units and the underlying Ordinary Shares securities acquired by the Representative Representatives pursuant to the Representative Purchase Agreement 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 from the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, 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.

Private Placement. Simultaneously with the Closing Date, (i) the Sponsor will purchase from the Company, pursuant to the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 1.5.3 (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 1,000,000 Placement Warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), each at a purchase price of $1.00 per Placement Warrant, 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 Warrants to the Sponsor and the Representative is referred to herein as the “Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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 commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, 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.

Private Placement. Simultaneously with the Closing Date, (i) the Sponsor will purchase from the Company, pursuant to the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 3,500,000 private placement warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 Placement Warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), each at a purchase price of $1.00 per Placement Warrant, 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 Warrants to the Sponsor and the Representative is referred to herein as the “Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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 commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, 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.. ​

Private Placement. Simultaneously with the Closing DateClosing, MFA Investor Holdings LLC, the Company’s initial shareholder (i) the Sponsor will “Initial Shareholder”), and Chardan shall purchase from the Company, Company pursuant to the Sponsor Purchase Agreement Subscription Agreements (as defined in Section 2.21.2 2.23.2 hereof), 4,000,000 private placement warrants ) an aggregate of 5,810,000 (whether or not up to 6,260,000 if the Over-allotment Allotment Option is then-exercised in full in accordance with Section 1.2), which private placement full) and 750,000 warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Companyrespectively, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 Placement Warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), each at a purchase price of $1.00 per Placement Warrant, Warrant in a private placement intended to be exempt from registration under (the Act pursuant to Section 4(a)(2) of the Act“Private Placement”). The private placement Placement Warrants and the shares of Common Stock issuable upon exercise of the Placement Warrants to the Sponsor and the Representative is are hereinafter referred to herein collectively as the “Private PlacementPlacement Securities.” None of Each Placement Warrant shall be identical to the Warrants included in the Units sold in the Offering except that the Placement Warrants (or the underlying Ordinary Shares) may shall be sold, assigned or transferred non-redeemable by the Sponsor Company and exercisable on a cashless basis so long as the Placement Warrants continue to be held by the initial purchasers of the Private Warrants or the Representative, other than to their permitted transferees until thirty (30) days after consummation of as described in the Subscription Agreement and the Warrant Agreement (as defined in Section 2.22 hereof)). There will be no placement agent in the 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 Warrants shall be deposited into the Trust AccountSecurities. The Representative Chardan acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement shares of 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 date of effectiveness of the Registration Statement (as defined below) or commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(g)(1) of the FINRA Rule 5110(e)(1)Manual. Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement shares of Common Stock may not be sold, transferred, assigned, pledged or hypothecated for 180 days immediately following the effective date of the Registration Statement except to any Underwriter or selected dealer participating in the Offering and the bona fide officers and partners of the Representative and any such participating Underwriters or selected dealers 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 commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lockduring such 180-up restriction for the remainder of the time day period.

Private Placement. Simultaneously with Prior to the Closing Effective Date, Sang-▇▇▇▇ ▇▇▇, our Chairman and Chief Executive Officer (ithe “Placement Investor”) the Sponsor will shall purchase from the Company, Company pursuant to the Sponsor Purchase Subscription Agreement (as defined in Section 2.21.2 2.25.2 hereof), 4,000,000 private placement 2,307,692 warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 Placement Warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), each at a purchase price of $1.00 1.30 per Placement Warrant, Warrant in a private placement Private Placement (the “Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(24(2) of the Securities Act of 1933, as amended (the “Act”). The private placement warrants purchased in the Private Placement (the “Placement Warrants”) will be identical to the Warrants except that the Placement Warrants (i) will not be transferable or salable by the Placement Investor (subject to limited exceptions including the transferee agreeing to be bound to such transfer restrictions) until the Company complete its initial business combination, (ii) are exercisable for cash or on a cashless basis at the holder’s option and (iii) will be non-redeemable so long as they are held by the Placement Investor or his permitted transferees. The Placement Warrants and Ordinary Shares issuable upon exercise of the Placement Warrants to the Sponsor and the Representative is are hereinafter referred to herein collectively as the “Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement.” . None of the Placement Warrants (or the underlying Ordinary Shares) Securities may be sold, assigned or transferred by the Sponsor or the Representative, other than to their permitted transferees Placement Investor until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale The Placement Investors shall have no right to any liquidation distributions with respect to any portion of the Placement Warrants shall be deposited into Securities in the Trust Accountevent the Company. The Representative acknowledges and agrees that Placement Investor shall not have redemption rights with respect to the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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 OfferingSecurities. _________ __, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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 commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, 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.2008

Private Placement. Simultaneously with the Closing Date, (i) the Sponsor will purchase from the Company, pursuant to the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 400,000 private placement warrants units consisting of one Ordinary Share (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2“Placement Shares”) and, one Share Right (the “Placement Share Rights”), which private placement warrants units are substantially identical to the Public Warrants Units subject to certain exceptions described in Section 1.4.3 (the “Placement Warrants”, and together with the Public Warrants, the “WarrantsUnits”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 200,000 Placement Warrants Units (whether or not the Over-allotment Option is then-exercised “Representative Placement Units”), which Placement Units are substantially identical to the Public Units subject to certain exceptions, as disclosed in full in accordance with Section 1.2)the Registration Statement, each at a purchase price of $1.00 10.00 per Placement WarrantUnit, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). The private placement of the Placement Warrants Units to the Sponsor and the Representative Underwriters is referred to herein as the “Private Placement.” None of the Placement Warrants Units (or the underlying Ordinary Sharestheir component securities) may be sold, assigned or transferred by the Sponsor or the Representative, other than to their permitted transferees transferees, until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants Units shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants Units and the underlying Ordinary Shares their component securities acquired by the Representative pursuant to the Representative Purchase Agreement will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore also 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). Accordingly, the Placement Warrants Units and the underlying Ordinary Shares their component securities acquired by the Representative pursuant to the Representative Purchase Agreement 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 commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, 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.

Private Placement. Simultaneously (a) Subject to the satisfaction or waiver of the Conditions Precedent in accordance with clause 3, BBI must undertake the Closing Private Placement, including to issue and allot to Brookfield Investor the Placement Securities, and Brookfield must subscribe, or procure the Brookfield Investor to subscribe, for the Placement Securities and pay BBI the Subscription Price in accordance with clause 3.1 of the Subscription Agreement, on the terms and conditions set out in this agreement and the Subscription Agreement whether or not the Subscription Agreement has been executed. (b) BBI covenants in favour of the Brookfield Investor that: (i) all Placement Securities issued under the Subscription Agreement will, upon their issue, rank equally with all other BBI Securities then on issue except for the distribution from BBIT referred to in clause 2.4(c); (ii) BBI will use its reasonable endeavours to obtain Official Quotation of the Placement Securities by ASX by the Transaction Completion Date, and otherwise do everything reasonably necessary to ensure that trading in the Placement Securities commences no later than the second Business Day after the Transaction Completion Date; and (iii) on issue, each Placement Security will be validly issued, fully paid and free from any Encumbrance. (c) As part of the agreement to implement the Private Placement, BBI and Brookfield must and Brookfield must procure that the relevant Brookfield Investor enters into: (i) the Sponsor will purchase from the Company, pursuant to the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and Subscription Agreement; (ii) the Representative will purchase from the Company, pursuant Relationship Deed so that Brookfield (and its Affiliates) may obtain certain rights in relation to the Representative Purchase ongoing governance of Implementation Agreement (as defined 29 BBI in Section 2.21.3 hereof), an aggregate of 2,000,000 Placement Warrants (whether or not the Over-allotment Option is then-exercised in full in accordance connection with Section 1.2), each at a purchase price of $1.00 per Placement Warrant, in a private placement intended to be exempt from registration its investment under the Act pursuant to Section 4(a)(2Private Placement; and (iii) of the Act. The private placement of the Placement Warrants Facilitation Deed, on or prior to the Sponsor and the Representative is referred to herein as the “Private PlacementTransaction Completion Date.” None of the (d) The Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement Securities will be deemed compensation by issued under 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). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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 commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time periodDisclosure Document.

Private Placement. Simultaneously with (a) Each Shareholder acknowledges that each certificate representing the Closing DateConsideration Shares delivered to or on behalf of such Shareholder and the Escrow Agent shall include the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE (THE "SHARES") HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (i) the Sponsor will purchase from the Company, pursuant to the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereofTHE "ACT"), 4,000,000 private placement warrants OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION. NEITHER THE SHARES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, SUCH REGISTRATION REQUIREMENTS. BY THE ACQUISITION HEREOF, THE HOLDER AGREES THAT SUCH HOLDER WILL GIVE EACH PERSON TO WHOM THE SHARES ARE TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN THE CASE OF ANY TRANSFER OR OTHER DISPOSITION MADE OTHERWISE THAN PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, THE HOLDER HEREOF SHALL BE REQUIRED TO PROVIDE TO THE COMPANY, PRIOR TO SUCH TRANSFER, AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH TRANSFER IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE ACT AND IN COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES LAWS. (whether or not b) Each Shareholder understands that the Over-allotment Option is then-exercised in full in accordance with Section 1.2), which private placement warrants Consideration Shares are substantially identical being issued to the Public Warrants subject to certain exceptions described in Section 1.4.3 (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 Placement Warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), each at a purchase price of $1.00 per Placement Warrant, 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 Warrants to the Sponsor such Shareholder and the Representative is referred to herein as the “Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds Escrow Agent in reliance on an exemption from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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 commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, 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

Private Placement. Simultaneously with the Closing DateClosing, Chardan NexTech 2 Warrant Holdings LLC (i"Holdings") the Sponsor will shall purchase from the Company, pursuant to the Sponsor Purchase Subscription Agreement (as defined in Section 2.21.2 2.24.2 hereof), 4,000,000 private placement ) an aggregate of 4,200,000 warrants (whether or not up to 4,385,185 warrants depending on the Overextent to which the underwriters’ over-allotment Option option is then-exercised in full in accordance with Section 1.2), which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 exercised) (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 Placement Warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), each at a purchase price of $1.00 0.81 per Placement Warrant, Warrant 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 Warrants to the Sponsor and the Representative is referred to herein as (the “Private Placement”). The Placement Warrants and the shares of Common Stock underlying the Placement Warrants are hereinafter referred to collectively as the “Placement Securities,” and the Public Securities and the Placement Securities are hereinafter referred to collectively as the “Securities.” None of Each Placement Warrant shall be identical to the Warrants sold in the Offering except that the Placement Warrants (or a) shall be non-redeemable by the underlying Ordinary SharesCompany, (b) may not, subject to certain limited exceptions, be soldtransferred, assigned or transferred sold by the Sponsor or the Representative, other than to their permitted transferees initial purchaser until thirty (30) days after consummation the completion of the Company’s initial business combination and (c) may be exercised for cash or on a Business Combinationcashless 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 Agreements and the Warrant Agreement (as defined in Section 2.22 hereof)). Certain proceeds 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 Warrants shall be deposited into the Trust AccountSecurities. The Representative acknowledges and agrees that Pursuant to Rule 5110(g)(1) of FINRA’s (as defined below) Rules, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be are subject to a lock-up for a period of 180 days immediately following the Effective Date of the Registration Statement or the commencement of sales of in the OfferingOffering and, subject to certain limited exceptionsfor that 180 day period following the Effective Date, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they hypothecated, or be the subject of any hedging, short sale, derivative, put, derivative or put or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following securities. Pursuant to Rule 5110(g)(8) of FINRA’s Rules, Chardan Capital Markets, LLC and its related persons may not, with respect to the commencement of sales Placement Warrants (and the shares that are issuable upon exercise of the OfferingPlacement Warrants) purchased by Holdings, except to any FINRA member participating in (i) have more than one demand registration right at the Offering and Company’s expense, (ii) exercise their demand registration rights more than five (5) years from the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder effective date of the time periodRegistration Statement, and (iii) exercise their “piggy-back” registration rights more than seven (7) years from the effective date of the Registration Statement, as long as Chardan Capital Markets, LLC or any of its related persons are beneficial owners of Placement Warrants.

Private Placement. Simultaneously with the Closing Date, (i) the Sponsor will purchase from the Company, pursuant to the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 2,933,333 private placement warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 1,600,000 Placement Warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), each at a purchase price of $1.00 1.50 per Placement Warrant, 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 Warrants to the Sponsor and the Representative is referred to herein as the “Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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 commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, 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.

Private Placement. Simultaneously with Sellers understand and acknowledge that the Closing Dateshares of Buyer Common Stock and the Contingent Shares (collectively, the "Shares") will not be registered under the Securities Act of 1933, as amended (ithe "1933 Act") or under any applicable state laws on the Sponsor ground that the offering and sale of the Shares is exempt from registration pursuant to Section 4(2) of the 1933 Act and Rule 505 of Regulation D thereunder and comparable exemptions from registration or qualification under any applicable state laws. Accordingly, the Shares will purchase be issued to Sellers in reliance upon an exemption from the Companyregistration requirements of the 1933 Act and applicable state laws, and the Shares may not be sold unless they are registered under such securities laws or are sold pursuant to an applicable exemption from registration, including Rule 144 of the Sponsor Purchase Agreement Rules and Regulations of the Securities and Exchange Commission. (as defined in Section 2.21.2 hereof1) As a condition of its delivery of the certificates for the Shares to the holder thereof (the "Holders"), 4,000,000 the Buyer may require the Sellers (including the transferee of the Shares in whose name the Shares are to be registered) to deliver to Buyer, in writing, representations regarding the Holders' sophistication, investment intent, acquisition for their own account and such other matters as are reasonable and customary for purchasers of unregistered securities in an unregistered private placement warrants offering, and Buyer may place conspicuously upon each certificate representing the Shares a legend substantially in the following form the terms of which are agreed to by the Holders (whether or not including such transferees): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL FOR THE HOLDERS SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. (2) Neither of the Over-allotment Option is then-exercised in full in accordance Sellers will take any action which would adversely affect the availability with Section 1.2), which private placement warrants are substantially identical respect to the Public Warrants subject to certain exceptions described in Section 1.4.3 (Shares of the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 Placement Warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), each at a purchase price of $1.00 per Placement Warrant, in a private placement intended to be exempt exemptions from registration under the 1933 Act pursuant to under Section 4(a)(2) of the Act. The private placement of the Placement Warrants to the Sponsor and the Representative is referred to herein as the “Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”4(2) 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). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged Regulation D or hypothecated nor may they be the subject of under 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 commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time periodapplicable state laws.

Private Placement. Simultaneously Textron represents and warrants that it is acquiring the Purchased Shares for its own account, as principal and not on behalf of other persons, and for investment and not with a view to the Closing Dateresale or distribution of all or any part of such Purchased Shares. Textron (a) has such knowledge and experience in business and financial matters and such knowledge concerning the business, operations and financial condition of Safeguard that it is capable of evaluating the merits and risks of an investment in the Purchased Shares, (b) fully understands the nature, scope, and duration of the limitations on transfer contained herein and under Applicable Law and (c) can bear the economic risk of any investment in the Purchased Shares and can afford a complete loss of such investment. Textron has had an adequate opportunity to ask questions and receive answers (and has asked such questions and received answers to its satisfaction) from the officers of Safeguard concerning the business, operations and financial condition of Safeguard. Textron has no Contract with any other person to sell, transfer or grant participation in any of the Purchased Shares. Textron hereby agrees that certificates representing the Purchased Shares may bear the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933, UNLESS, IN THE OPINION (WHICH SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER) OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER, SUCH REGISTRATION IS NOT REQUIRED. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 6.10 OF A TRANSACTION AGREEMENT, DATED FEBRUARY 28, 2000 BETWEEN THE ISSUER AND TEXTRON, INC. The legend set forth above shall be removed by Safeguard from any certificate evidencing Purchased Shares (i) at such time as such Purchased Shares have been registered under the Sponsor will purchase from the CompanySecurities Act, pursuant to the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) after the Representative will purchase from first anniversary of the CompanyClosing Date upon delivery to Safeguard of an opinion by counsel, pursuant reasonably satisfactory to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof)Safeguard, an aggregate of 2,000,000 Placement Warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), each at a purchase price of $1.00 per Placement Warrant, that such Purchased Shares can be freely transferred in a private placement intended to be exempt from public sale without a registration statement under the Securities Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants to the Sponsor and the Representative is referred to herein as the “Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put1933 being in effect, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, 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.(iii) when they

Private Placement. Simultaneously with the Closing Date, (i) the Sponsor will purchase from the Company, pursuant to the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 4,640,000 private placement warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 2,640,000 Placement Warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), each at a purchase price of $1.00 per Placement Warrant, 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 Warrants to the Sponsor and the Representative is referred to herein as the “Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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 commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, 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.

Private Placement. Simultaneously with the Closing Date, (i) the Sponsor will purchase from the Company, pursuant to the a Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 400,000 private placement warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 units (the “Sponsor Placement Warrants”, Units” and together with the Public WarrantsUnderwriter Placement Units (as defined below), the “WarrantsPlacement Units”), and (ii) the Representative Underwriters will purchase from the Company, pursuant to the Representative Underwriter Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 175,000 Placement Warrants Units (whether or not Cantor will purchase 166,250 Placement Units, and EarlyBirdCapital, Inc. will purchase 8,750 Placement Units) (the Over-allotment Option is then-exercised “Underwriter Placement Units”) and, together with the Sponsor Placement Units and the Public Units the “Units”), which Placement Units are substantially identical to the Public Units, subject to certain exceptions described in full in accordance with Section 1.2)1.4.3, each at a purchase price of $1.00 10.00 per Placement Warrant, Unit in a private placement intended to be exempt from registration under the Act Act, pursuant to Section 4(a)(2) of the Act. The private placement Each Placement Unit consists of the Placement Warrants to the Sponsor and the Representative is referred to herein as (a) one Class A Ordinary Share (the “Private Placement.” Placement Shares”), and (b) one-third of one warrant (the “Placement Warrants), with each whole warrant exercisable to purchase one Class A Ordinary Share at $11.50 per share. None of the Placement Warrants Units (or the underlying Ordinary Sharestheir component securities) may be sold, assigned or transferred by the Sponsor or the RepresentativeUnderwriters, other than to their permitted transferees transferees, until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants Units shall be deposited into the Trust Account. The Representative Representative, on behalf of the Underwriters, acknowledges and agrees that the Underwriter Placement Warrants Units (and the underlying Ordinary Shares component securities) acquired by the Representative Underwriters pursuant to the Representative Underwriter Purchase Agreement (as defined below) 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 from the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Underwriter Placement Warrants Units (and the underlying Ordinary Shares component securities) acquired by the Representative Underwriters pursuant to the Representative Underwriter Purchase Agreement 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 from the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, 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.

Private Placement. Simultaneously with (a) Each Preferred Stockholder acknowledges that each certificate representing the Closing DateAgere Shares delivered to or on behalf of such Preferred Stockholder and the Escrow Agent shall include the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE (THE "SHARES") HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION. NEITHER THE SHARES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, SUCH REGISTRATION REQUIREMENTS. BY THE ACQUISITION HEREOF, THE HOLDER AGREES THAT SUCH HOLDER WILL GIVE EACH PERSON TO WHOM THE SHARES ARE TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN THE CASE OF ANY TRANSFER OR OTHER DISPOSITION MADE OTHERWISE THAN PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, THE HOLDER HEREOF SHALL BE REQUIRED TO PROVIDE TO THE COMPANY, PRIOR TO SUCH TRANSFER, AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH TRANSFER IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE ACT AND IS IN COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES LAWS. (ib) Each Preferred Stockholder understands that the Sponsor will purchase Agere Shares are being issued to such Preferred Stockholder and the Escrow Agent in reliance on an exemption from the Companyregistration requirements of the Securities Act for an offer and sale of securities that does not involve a public offering and have not been registered under the Securities Act or with any securities regulatory authority of any state of the United States or other jurisdiction and, therefore, that such Agere Shares (and all securities issued in exchange therefor or in substitution thereof) cannot be resold in the absence of such registration except pursuant to an exemption from, or in a transaction not subject to, such registration requirements. Each Preferred Stockholder agrees that Agere shall not transfer any of the Sponsor Purchase Agreement (as defined Agere Shares except in Section 2.21.2 hereof)a transaction registered under the Securities Act or unless such Preferred Stockholder shall have delivered to Agere an opinion of United States counsel, 4,000,000 private placement warrants (whether or not the Over-allotment Option which counsel and opinion shall be reasonably satisfactory to Agere, that such transfer is then-exercised in full being effected in accordance with Section 1.2)an available exemption from, which private placement warrants are substantially identical to the Public Warrants or in a transaction not subject to certain exceptions described in Section 1.4.3 (the “Placement Warrants”, and together with the Public Warrantsto, the “Warrants”), and registration requirements of the Securities Act. (iic) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement Each Preferred Stockholder is either an "accredited investor" (as such term is defined in Section 2.21.3 hereofRule 501 of Regulation D under the Securities Act) or, immediately prior to receipt of any information regarding Agere, had such knowledge and experience (alone or with a "purchaser representative" (as such term is defined in Rule 501 of Regulation D under the Securities Act), ) in financial and business matters as to be able to evaluate the merits and risks of an aggregate investment in Agere. (d) Each Preferred Stockholder will acquire the Agere Shares for its own account and not with a view to any distribution (within the meaning of 2,000,000 Placement Warrants (whether the Securities Act) thereof or not with any present intention of offering or selling any of the Over-allotment Option is then-exercised in full in accordance with Section 1.2), each at a purchase price of $1.00 per Placement Warrant, Agere Shares in a private placement intended to be exempt from registration under transaction that would violate the Securities Act pursuant to Section 4(a)(2) or the securities Laws of any state of the Act. The private placement of the Placement Warrants to the Sponsor and the Representative is referred to herein as the “Private PlacementUnited States or any other applicable jurisdiction.” None of the Placement Warrants (or the underlying Ordinary Sharese) may be sold, assigned or transferred by the Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative Each Preferred Stockholder acknowledges and agrees that any resale or other transfer, or attempted resale or other transfer, which Agere determines in good faith was made other than in compliance with the Placement Warrants and the underlying Ordinary Shares acquired restrictions stated in this Section 3.31 shall not be recognized by the Representative pursuant to the Representative Purchase Agreement 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 Agere in respect of the OfferingAgere Shares, subject and that Agere may deliver a corresponding stop-transfer order to certain limited exceptions, pursuant Agere's transfer agent to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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 commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time periodeffect.

Private Placement. Simultaneously with the Closing Date, (i) the Sponsor and certain institutional investors will purchase from the Company, Company in a private placement pursuant to the Sponsor Unit Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 an aggregate of (i) 262,500 private placement warrants units (the “Private Placement Units”) (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2full), each Private Placement Unit will consist of one Class A ordinary share (the “Private Shares”), one redeemable warrant, with each whole warrant exercisable to purchase one Class A ordinary share at $11.50 per share (“Private Warrants”), subject to adjustment, at a price of $1.00 per warrant, and one right to receive one-fourth (1/4) of one Class A ordinary share upon the consummation of the Business Combination (the “Private Right”) and (ii) 590,625 Class A ordinary shares, par value $0.0001 per share, which private placement warrants shares shall be subject to certain restrictions until the consummation of the initial business combination (the “Restricted Class A Ordinary Shares”) for an aggregate purchase price of $2,625,000 (whether or not the Underwriters’ Over-allotment Option is exercised in full). Private Placement Units are substantially identical to the Public Warrants Units included in the Firm Units, subject to certain exceptions described in Section 1.4.3 (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 Placement Warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), each at a purchase price of $1.00 per Placement Warrant, in a exceptions. The private placement intended to be is exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Private Placement Warrants Units and the Restricted Class A Ordinary Shares to the Sponsor and the Representative certain institutional investors is referred to herein as the “Private Placement.” Certain proceeds from the sale of the Private Placement Units shall be deposited into the Trust Account. None of the Private Placement Warrants Units, Private Shares, Private Warrants, Private Rights or Restricted Class A Ordinary Shares (or collectively, the underlying Ordinary Shares“Placement Securities”) may be sold, assigned or transferred by the Sponsor Sponsor, the institutional investors or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain The Company shall cause to be deposited an amount of additional proceeds from the sale of the Private Placement Warrants shall be deposited Units and the Restricted Class A Ordinary Shares into the Trust Account. The Representative acknowledges and agrees Account such that the Placement Warrants and amount of funds in the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement will Trust Account shall 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 $10.00 per Public Share sold in the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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 commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, 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.

Private Placement. Simultaneously with the Closing Date, (i) the Sponsor will purchase from the Company, pursuant to the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 3,000,000 private placement warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 Placement Warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), each at a purchase price of $1.00 per Placement Warrant, 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 Warrants to the Sponsor and the Representative is referred to herein as the “Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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 from the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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 from the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, 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.

Private Placement. Simultaneously with the Closing Date, (i) the Sponsor will purchase from the Company, pursuant to the a Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 (the “Sponsor Placement Warrants”, and together with the Public WarrantsRepresentative Placement Warrants (as defined below), the “Placement Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 private placement warrants (the “Representative Placement Warrants,” and, together with the Sponsor Placement Warrants (whether or not and the Over-allotment Option is then-exercised Public Warrants, the “Warrants”), which Placement Warrants are substantially identical to the Public Warrants, subject to certain exceptions described in full in accordance with Section 1.2)1.4.3, each at a purchase price of $1.00 per Placement Warrant, 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 Warrants to the Sponsor and the Representative is referred to herein as the “Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or the Representative, other than to their permitted transferees transferees, until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Representative Placement Warrants (and the underlying Ordinary Shares Shares) acquired by the Representative pursuant to the Representative Purchase Agreement (as defined below) 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 from the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Representative Placement Warrants (and the underlying Ordinary Shares Shares) acquired by the Representative pursuant to the Representative Purchase Agreement 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 from the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, 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.

Private Placement. Simultaneously with Restricted Transferability. (a) The Warrantholder acknowledges that the Closing DateWarrants and the Warrant Stock have not been registered under the Securities Act of 1933, (i) the Sponsor will purchase from the Company, pursuant to the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 amended (the “Placement Warrants”, and together with the Public Warrants, the “WarrantsAct”), or any applicable state blue sky or securities laws and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 Placement Warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), each at a purchase price of $1.00 per Placement Warrant, 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 Warrants to the Sponsor and the Representative is referred to herein as the “Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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 OfferingWarrant Stock, subject to certain limited exceptionsor any part thereof, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not can be sold, transferred, assignedassigned or otherwise disposed of only in compliance with applicable federal and state securities laws, 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 commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction other restrictions contained herein. (b) The Warrantholder represents and warrants that the Warrants and the Warrant Stock are being or will be purchased without a view to distribution or resale thereof in violation of the registration requirements of the Act. It is understood that a subsequent sale of the Warrants or Warrant Stock under certain circumstances might be deemed to constitute a distribution within the meaning of and require registration under the provisions of the Act. (c) The Warrantholders shall not sell, transfer or hypothecate the Warrants for a period of one year following the Closing Date, except: (1) To any person who, on the date of transfer, is an officer or director of the Warrantholder; (2) To the executor, administrator or personal representative of any person referred to in (1) above in the event of the death or incapacity of such person; (3) To a successor to the Warrantholder in a merger or consolidation; (4) To a purchaser of all or substantially all of the assets of the Warrantholder; or (5) To the shareholders of the Warrantholder or the shareholders or partners of the transferees of the Warrant holder, as provided in this paragraph, in the event of liquidation or dissolution. (d) The Warrantholder agrees not to make any sale or other disposition of either the Warrants or the Warrant Stock except pursuant to a registration statement which has become effective under the Act, setting forth the terms of such offering, the underwriting discount and the commissions and any other pertinent data with respect thereto, unless the Warrantholder has provided the Company with an opinion of counsel reasonably acceptable to the Company that such registration is not required. Any transfer of Warrants to a person other than as described in Section 2(c) shall be subject to the prior written approval of the Company. (e) Any certificates for Warrant Stock may have affixed thereon an appropriate legend as to the restrictions on transferability contained herein and in the Warrants unless, in the opinion of counsel for the remainder Company, such legend would not be necessary and appropriate. Notwithstanding anything herein to the contrary, each certificate for Warrant Stock issued hereunder shall bear a legend reading substantially as follows (unless the Company receives an opinion of counsel satisfactory to it that such legend is not required in order to assure compliance with the time periodAct or unless such registration(s) as would cause such shares to no longer be restricted have been effectuated): THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR PLEDGED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL (SATISFACTORY TO THE COMPANY) THAT SUCH REGISTRATION IS NOT REQUIRED.

Private Placement. Simultaneously with the Closing Date, (i) the Sponsor will purchase from the Company, pursuant to the a Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 4,400,000 private placement warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 (the “Sponsor Placement Warrants”, and together with the Public WarrantsRepresentative Placement Warrants (as defined below), the “Placement Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 2,400,000 private placement warrants (the “Representative Placement Warrants,” and, together with the Sponsor Placement Warrants (whether or not and the Over-allotment Option is then-exercised Public Warrants, the “Warrants”), which Placement Warrants are substantially identical to the Public Warrants, subject to certain exceptions described in full in accordance with Section 1.2)1.4.3, each at a purchase price of $1.00 per Placement Warrant, 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 Warrants to the Sponsor and the Representative is referred to herein as the “Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or the Representative, other than to their permitted transferees transferees, until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Representative Placement Warrants (and the underlying Ordinary Shares Shares) acquired by the Representative pursuant to the Representative Purchase Agreement (as defined below) 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 from the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Representative Placement Warrants (and the underlying Ordinary Shares Shares) acquired by the Representative pursuant to the Representative Purchase Agreement 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 from the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, 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.

Private Placement. Simultaneously with the Closing Date or the Option Closing Date, as applicable, (i) the Sponsor will purchase from the Company, pursuant to the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement 4,955,000 warrants (whether or not up to 5,037,500 warrants if the Over-allotment Allotment Option is then-exercised in full in accordance with Section 1.2), which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), full) and (ii) the Representative Underwriters will purchase from the Company, pursuant to the Representative Underwriters Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 Placement Warrants 2,545,000 warrants (whether Cantor will purchase 1,781,500 warrants (or not 1,839,250 warrants if the underwriters' Over-allotment Allotment Option is then-exercised in full full) and Odeon Capital Group LLC will purchase 763,000 warrants (or 788,250 warrants if the underwriters' Over-Allotment Option is exercised in accordance with Section 1.2full)), each which warrants are substantially identical to the Public Warrants subject to certain exceptions (collectively, the “Placement Warrants” and together with the Public Warrants, the “Warrants”), at a purchase price of $1.00 per Placement Warrant, in a 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 private placement of the Placement Warrants to the Sponsor and the Representative Underwriters is referred to herein as the “Private Placement.” Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or the RepresentativeUnderwriters, other than to their permitted transferees transferees, until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore also 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). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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 commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, 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.

Private Placement. Simultaneously with the Closing Date, (i) the Sponsor will purchase from the Company, pursuant to the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 3,666,667 private placement warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative Underwriters will purchase from the Company, pursuant to the Representative Underwriter Purchase Agreement Agreements (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 2,333,333 Placement Warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), each at a purchase price of $1.00 1.50 per Placement Warrant, 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 Warrants to the Sponsor and the Representative Underwriters is referred to herein as the “Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or the RepresentativeUnderwriters, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges Underwriters acknowledge and agrees agree that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative Underwriters pursuant to the Representative Underwriter Purchase Agreement Agreements 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). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative Underwriters pursuant to the Representative Underwriter Purchase Agreement Agreements 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 commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, 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.

Private Placement. Simultaneously with the Closing Date, (a) Such Buyer understands that (i) the Sponsor Shares have not been (and the Additional Shares will purchase not be) registered under the Securities Act of 1933, as amended (the “Securities Act”) or under any state securities laws, and are being, or will be, offered and sold in reliance under federal and state exemptions for transactions not involving a public offering, (2) no governmental entity has reviewed, or will review, or made, or will make, any finding or determination as to the fairness or merits or any recommendation or endorsement with respect to an investment in the Shares or Additional Shares, (3) subject to the Lock-Up Period (as defined herein), the Shares and Additional Shares may not be offered, sold or otherwise transferred by such Buyer except pursuant to an effective registration statement under the Securities Act or an applicable exemption from the registration requirements of the Securities Act and (4) the following legend restricting the transferability and resale of the Shares and Additional Shares will be placed on all documents evidencing the Shares and Additional Shares, as applicable: THIS SECURITY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, (THE “SECURITIES ACT”), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF TRIPLEPOINT VENTURE GROWTH BDC CORP. (THE “CORPORATION”) THAT THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (I) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, INCLUDING RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASE (I) AND (II) IN ACCORDANCE WITH ANY APPLICABLE FEDERAL SECURITIES LAWS AND THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND SUBJECT TO THE CORPORATION’S RIGHT PRIOR TO ANY SUCH TRANSFER PURSUANT TO CLAUSE (I) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT. IN ADDITION, THE HOLDER WILL NOTIFY ANY SUBSEQUENT PURCHASER OF THIS SECURITY FROM IT OF ANY APPLICABLE RESALE RESTRICTIONS REFERRED TO ABOVE. (b) Such Buyer is an institutional “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D of the Securities Act. Such Buyer is not subject to and is not aware of any facts that would cause such Buyer to be subject to any of the “Bad Actor” disqualifications as described in Rule 506(d)(1)(i) to (viii) under the Securities Act. (c) The respective Shares and Additional Shares purchased by such Buyer are being, or will be, acquired by such Buyer for such Buyer’s own account for investment purposes only and not with a view for resale or distribution. Such Buyer was offered its respective Shares and Additional Shares, as applicable, through private negotiations and not through any general solicitation or general advertising. (d) Such Buyer further understands that the exemption from registration afforded by Rule 144 promulgated under the Securities Act (the provisions of which are known to such Buyer) depends on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for resales of the Shares and Additional Shares acquired hereunder; provided, however, any resales under Rule 144 are subject to the Lock-Up Period. (e) Such Buyer (a) either alone or together with its representatives has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of this investment and make an informed decision to so invest, and has so evaluated the risks and merits of such investment, (b) has the ability to bear the economic risks of this investment and can afford a complete loss of such investment, (c) understands the terms of and risks associated with the acquisition of its respective Shares and Additional Shares, including, without limitation, a lack of liquidity, pricing availability and risks associated with the industry in which the Company operates, (d) has had the opportunity to review the Company’s Annual Report on Form 10-K for the Company for the fiscal year ended December 31, 2016, the Quarterly Report on Form 10-Q for the Company for the quarter ended March 31, 2017, the Quarterly Report on Form 10-Q for the Company for the quarter ended June 30, 2017 and such other disclosure regarding the Company, pursuant its business, its financial condition and its prospects as such Buyer has determined to be necessary in connection with the Sponsor purchase of its respective Shares and Additional Shares, (e) has had an opportunity to ask such questions and make such inquiries concerning the Company, its business, its financial condition and its prospects as such Buyer has deemed appropriate in connection with such purchase and to receive satisfactory answers to such questions and inquiries and (f) acknowledges that (i) the Purchase Agreement Price and Additional Purchase Price is based on an estimate (as defined in Section 2.21.2 hereof)within a range) of the net asset value per share of the Common Stock at September 30, 4,000,000 private placement warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 2017 (the “Placement Warrants”, and together with the Public Warrants, the “WarrantsEstimated NAV Per Share”), plus an estimate of the net investment income and known net realized and unrealized gains, in each case, on a per share basis (the “Estimated NII and Gains Per Share”), generated by the Company for the period from September 30, 2017 through October 23, 2017; (iii) the Company’s Board of Directors has not yet determined the fair value of the Company’s investments at September 30, 2017 and, as a result, the Estimated NAV Per Share used in connection with arriving at the Purchase Price and Additional Purchase Price may differ from the net asset value per share of the Common Stock at September 30, 2017 ultimately reported by the Company after the Board of Directors makes such determinations or as a result of other changes in connection with finalizing the Company’s financial statements for the quarter ended September 30, 2017; (iv) there are risks inherent in the use of estimates, including the Estimated NAV Per Share and the Estimated NII and Gains Per Share, in arriving at the Purchase Price and Additional Purchase Price, including that they may be materially different from the finally determined figures thereof, if any; (v) the Estimated NAV Per Share, the Estimated NII and Gain Per Share and an estimate (within a range) of the Company’s net investment income per share of Common Stock for the three months ended September 30, 2017 have been communicated in writing by the Company to each of the Buyers; and (vi) there will not be any subsequent adjustment to the Purchase Price or Additional Purchase Price in the event that any of the aforementioned estimates used in arriving at the Purchase Price and Additional Purchase Price differ from the finally determined figures thereof, if any; provided, however, the Additional Purchase Price is subject to modification as specified in Section 1.3(a). (f) Such Buyer: (i) is not registered or required to be registered as an “investment company” under the Investment Company Act of 1940, as amended (the “1940 Act”); (ii) has not elected to be regulated as a business development company (“BDC”) under the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement 1940 Act; and (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 Placement Warrants (whether or not the Over-allotment Option iii) if such Buyer is then-exercised in full in accordance with Section 1.2), each at a purchase price of $1.00 per Placement Warrant, in a private placement intended to be exempt from registration under the Act pursuant to investment fund relying on Section 4(a)(23(c)(1) or Section 3(c)(7) of the 1940 Act for an exclusion from the definition of “investment company” under the 1940 Act. The private placement , the acquisition of the Placement Warrants Shares and Additional Shares pursuant to this Agreement by such Buyer shall not cause such Buyer to own after such acquisition, together with any entities it controls, more than two point nine percent (2.9%) of the Sponsor and the Representative is referred to herein as outstanding Common Stock (the “Private Placement2.9% Limitation”).” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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 commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, 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.

Private Placement. Simultaneously with the On or prior to Closing Date, (i) the Sponsor will purchase from the Company, Company pursuant to the Sponsor a Private Placement Unit Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 below) an aggregate of 260,000 private placement warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 units (the “Placement WarrantsUnits”). Each Placement Unit consists of one Ordinary Share, and together with the Public Warrants, one redeemable warrant to purchase one Class A ordinary share at a price of $11.50 per share (the “WarrantsPlacement Warrant”) and one right (the “Placement Right(s)”) to receive one-fourth (1/4) of one Ordinary Share, and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 Placement Warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), each at a purchase price of $1.00 10.00 per Placement WarrantUnit ($2,600,000) in the aggregate, in a private placement (the “Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement Placement Rights are identical to the Rights sold as part of the Units in the Offering, subject to limited exceptions. Each Placement Right entitles the holder thereof to receive one-fourth (1/4) of one Ordinary Share upon consummation of the initial Business Combination. The purchase price for the Placement Units to be paid by the Sponsor shall be delivered to the Trustee or counsel to the Company or the Representative to hold in a separate 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. The Placement Rights, the Ordinary Shares receivable from the Placement Rights, the Placement Warrants, the Ordinary Shares receivable upon exercise of the Placement Warrants to Warrants, the Sponsor Placement Units, and the Representative is Ordinary Shares included in the Placement Units are hereinafter referred to herein 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 Private Placement.” None . The Private Placement Units are identical to the Units except that (i) none of the Private Placement Warrants (or the underlying Ordinary Shares) Securities may be sold, assigned or transferred by the Sponsor Sponsor, or the Representative, other than to their its permitted transferees until thirty (30) days after the consummation of a the initial Business Combination. Certain proceeds from the sale of the Placement Warrants shall , except to permitted transferees and (ii) will be deposited into the Trust Accountentitled to registration rights. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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). AccordinglyPublic Securities, the Placement Warrants Securities, and the underlying Ordinary Founder Shares acquired by are hereinafter referred to collectively as the Representative pursuant to the Representative Purchase Agreement 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 commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, 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“Securities.”

Private Placement. Simultaneously with (a) The issuance of Synbiotics Notes, the Closing Date, (i) issuance of shares of Synbiotics Common Stock upon conversion of the Sponsor will purchase from the Company, pursuant to the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 (the “Placement Warrants”Synbiotics Notes, and together with the Public Warrants, the “Warrants”), and issuance of Contingent Shares (iiif any) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 Placement Warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), each at a purchase price of $1.00 per Placement Warrant, in a private placement are intended to be exempt from the registration under requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to the private placement exemption provided by Section 4(a)(24(2) of the Securities Act, and of applicable state securities laws. The private placement Each Member hereby agrees to take all actions and execute all documents reasonably requested by Synbiotics to qualify the issuance of such securities for such exemptions. (b) Any evidence of ownership of the Placement Warrants Synbiotics Notes, the shares of Synbiotics Common Stock issuable upon conversion thereof, and the Contingent Shares (if any) (collectively, the "Securities") shall bear the following legend: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS THE COMPANY HAS RECEIVED SATISFACTORY EVIDENCE THAT SUCH REGISTRATION IS NOT REQUIRED." The Securities shall not be transferable in the absence of an effective registration statement under the Securities Act or an exemption therefrom. Synbiotics shall be entitled to give stop transfer instructions to its transfer agent with respect to the Sponsor and Securities in order to enforce the Representative is referred to herein as the “Private Placementforegoing restrictions.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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 commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, 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.

Private Placement. Simultaneously with (a) The Buyer understands that the Closing Date, (i) offering and sale of the Sponsor will purchase from the Company, pursuant to the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), which private placement warrants Shares are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 Placement Warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), each at a purchase price of $1.00 per Placement Warrant, in a private placement intended to be exempt from registration under the Securities Act pursuant to and applicable U.S. state securities laws by virtue of the private placement exemption from registration provided in Section 4(a)(2) of the ActSecurities Act and exemptions under applicable U.S. state securities laws. The private placement Buyer acknowledges that the Shares are subject to restriction on resale and shall bear the following restrictive legend: THIS SECURITY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, (THE “SECURITIES ACT”), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF G▇▇▇▇ CAPITAL BDC, INC. (THE “CORPORATION”) THAT THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (I) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, INCLUDING RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (III) TO THE CORPORATION OR ANY OF ITS SUBSIDIARIES, IN EACH OF CASES (I) THROUGH (III) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND SUBJECT TO THE CORPORATION’S RIGHT PRIOR TO ANY SUCH TRANSFER PURSUANT TO CLAUSE (I) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT. IN ADDITION, THE HOLDER WILL NOTIFY ANY SUBSEQUENT PURCHASER OF THIS SECURITY FROM IT OF ANY APPLICABLE RESALE RESTRICTIONS REFERRED TO ABOVE. (b) The Buyer is an accredited investor as defined in Rule 501(a) of Regulation D of the Placement Warrants Securities Act of 1933, as amended (the “Securities Act”). The Buyer is not subject to and is not aware of any facts that would cause the Buyer to be subject to any of the “Bad Actor” disqualifications as described in Rule 506(d)(1)(i) to (viii) under the Securities Act. (c) The Shares are being acquired by the Buyer for the Buyer’s own account for investment purposes only and not with a view to resale or distribution. The Buyer was offered the Shares through private negotiations, not through any general solicitation or general advertising. (d) The Buyer (a) either alone or together with its representatives has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of this investment and make an informed decision to so invest, and has so evaluated the risks and merits of such investment, (b) has the ability to bear the economic risks of this investment and can afford a complete loss of such investment, (c) understands the terms of and risks associated with the acquisition of the Shares, including, without limitation, a lack of liquidity, pricing availability and risks associated with the industry in which the Issuer operates, (d) has had the opportunity to review the Company’s Offering Memorandum, the Annual Report on Form 10-K for the Company for the fiscal year ended September 30, 2015, the Quarterly Report on Form 10-Q for the Company for the quarter ended December 31, 2015, the Quarterly Report on Form 10-Q for the Company for the quarter ended March 31, 2016 and such other disclosure regarding the Issuer, its business, its financial condition and its prospects as the Buyer has determined to be necessary in connection with the purchase of the Shares, and (e) has had an opportunity to ask such questions and make such inquiries concerning the Company, its business, its financial condition and its prospects as the Buyer has deemed appropriate in connection with such purchase and to receive satisfactory answers to such questions and inquiries. (e) Buyer acknowledges that the Company and/or its affiliates may now or at any other time have material, non public information concerning the Company, its subsidiaries, the Shares and/or the markets in which the Company operates (which may include information relating to the Sponsor Company’s, its subsidiaries’ and the Representative its competitors’ financial condition, future capital expenditures, future prospects, projections, including historic and projected financial and other information, business strategies or litigation, settlement discussions or negotiations (all such information is referred to herein as as, the “Private Placement.” None Undisclosed Information”)) that could affect the value of the Placement Warrants (Shares and that this information may have not been, and such Undisclosed Information has not been disclosed or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or the Representative, other than otherwise made available to their permitted transferees until thirty (30) days after consummation of a Business CombinationBuyer. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative Buyer acknowledges and agrees that the Placement Warrants and Company shall have no obligation whatsoever to or to cause its affiliates to, disclose any such information to Buyer. In knowledge of the underlying Ordinary foregoing, Buyer willingly agrees to purchase the Shares acquired from the Company on the terms agreed to herein notwithstanding that (a) Undisclosed Information may exist; (b) such Undisclosed Information, if it exists, has not been disclosed by the Representative pursuant to Company or any of its affiliates; and (c) if known, Undisclosed Information could have a material effect on the Representative Purchase Agreement 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 terms of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1)Transaction. Accordingly, the Placement Warrants Company shall have no liability to Buyer for damages or losses that arise as a result of entering in to this Transaction. (f) The Buyer: (i) is not registered or required to be registered as an “investment company” under the Investment Company Act of 1940, as amended (the “1940 Act”); (ii) has not elected to be regulated as a business development company under the 1940 Act; and (iii) either (A) is not relying on the underlying Ordinary Shares acquired by exception from the Representative pursuant definition of “investment company” under the 1940 Act set forth in Section 3(c)(1) or 3(c)(7) thereunder or (B) is otherwise permitted to the Representative Purchase Agreement 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 acquire and hold more than 3% of the outstanding voting securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time perioda business development company.

Private Placement. Simultaneously with (i) The Seller is aware that (A) the Closing DateBuyer Common Stock to be issued to the Seller in the Sale will not be issued pursuant to a registration statement under the Securities Act, but will instead be issued in reliance on the exemption from registration set forth in Section 4(2) of the Securities Act and in Regulation D under the Securities Act, and (B) neither the Sale nor the issuance of such Buyer Common Stock has been approved or reviewed by the SEC or by any other Governmental Authority. (ii) The Seller is aware that (i) the Sponsor will purchase from the Company, pursuant to the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 Placement Warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), each at a purchase price of $1.00 per Placement Warrant, in a private placement intended Buyer Common Stock to be exempt from registration under issued in the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants to the Sponsor and the Representative is referred to herein as the “Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may Sale cannot be soldoffered, sold or otherwise transferred, assigned, pledged or hypothecated nor may they unless such Buyer Common Stock is registered under the Securities Act or unless an exemption from registration is available, (ii) the Buyer is under no obligation to file a registration statement with respect to the Buyer Common Stock to be issued to the subject of any hedging, short sale, derivative, put, or call transaction that would result Seller in the effective economic disposition Sale, and (iii) the provisions of Rule 144 will permit resale of the securities by any person for 180 days immediately following Buyer Common Stock to be issued to the commencement of sales of the Offering, except to any FINRA member participating Seller in the Offering Sale only under limited circumstances, and such Buyer Common Stock must be held by the officers, partners, registered persons Seller for at least one year before it can be sold pursuant to Rule 144. (iii) The Seller understands that there will be placed on the certificate or affiliates thereof, if all securities so transferred remain subject certificates representing such Buyer Common Stock legends identical or similar in effect to the lock-up restriction for the remainder of the time periodfollowing legend (together with any other legend or legends required by applicable state securities laws or otherwise): "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS REGISTERED UNDER THE ACT OR UNLESS AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE. THE SALE, TRANSFER OR VOTING OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY THE TERMS OF A STOCK PURCHASE AGREEMENT BY AND AMONG CALIPER TECHNOLOGIES CORP., THE BERWIND COMPANY LLC AND BERWIND CORPORATION. COPIES OF THE AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF CALIPER TECHNOLOGIES CORP. AT THE PRINCIPAL EXECUTIVE OFFICES OF CALIPER TECHNOLOGIES CORP.."

Private Placement. Simultaneously with the Closing Date, (i) the Sponsor will purchase from the Company, pursuant to the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 4,140,000 private placement warrants (whether or not regardless if the Over-allotment Option is then-exercised in full in accordance with Section 1.2), which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 1.5.3 (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 1,060,000 Placement Warrants (whether or not 1,180,000 Placement Warrants if the Over-allotment Option is then-exercised in full in accordance with Section 1.2), each at a purchase price of $1.00 per Placement Warrant, 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 Warrants to the Sponsor and the Representative is referred to herein as the “Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement 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 commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, 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.