Common use of Private Placements Clause in Contracts

Private Placements. 1.3.1. In March 2020, the Company issued an aggregate of 2,875,000 shares of Common Stock (the “Insider Shares”), for the aggregate consideration of $25,000, in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and be subject to restrictions on transfer as set forth in the Registration Statement. The holders of the Insider Shares shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination, or entering into contractual arrangements with one or more businesses or entities (“Business Combination”) within the required time period. The holders of the Insider Shares shall not have conversion rights with respect to the Insider Shares nor shall the holders be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If the Over-Allotment Option is not exercised by the Underwriters in full or in part, up to an aggregate of 375,000 Insider Shares shall be required to be forfeited by the holders thereof, as is necessary to maintain the beneficial ownership percentage of the Company’s Common Stock held by the holders of Insider Shares at 20% after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but excluding the Representative Shares (defined below) and the purchase of any Firm Units in the Offering. EarlyBirdCapital, Inc._________, 2020Page 4 of 45

Private Placements. 1.3.11.4.1. In March 2020July 2017, the Company issued an to Shareholder Value Fund (the “Sponsor”), for aggregate consideration of 2,875,000 shares of Common Stock $25,000, 4,312,500 Ordinary Shares (the “Insider Shares”), for the aggregate consideration of $25,000, ) in a private placement placements intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). The Sponsor subsequently transferred a portion of the shares to the Company’s other officers and directors (collectively, the “Insiders”). No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and be subject to restrictions on transfer as set forth in the Registration Statement. The holders of the Insider Shares Insiders shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination, or entering into contractual arrangements with one or more businesses or entities (“Business Combination”) within the required time period. The holders of the Insider Shares Insiders shall not have conversion rights with respect to the Insider Shares nor shall the holders they be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, up to an aggregate 562,500 of 375,000 the Insider Shares shall be subject to compulsory repurchase by the Company. The Insiders will be required to be forfeited by the holders thereof, as is have only a number of Ordinary Shares repurchased necessary to maintain the beneficial ownership percentage of the Company’s Common Stock held by the holders of Insider Shares at Insiders’ 20% ownership interest in the Ordinary Shares after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the Representative Shares purchase by the Insiders of the Private Units (defined below) and the purchase of any Firm Units shares purchased in the Offering. EarlyBirdCapital, Inc._________, 2020Page 4 of 45).

Private Placements. 1.3.11.4.1. In March 2020July and October 2017, the Company issued to Shareholder Value Fund, a Cayman Islands exempted company (the “Sponsor”), an aggregate of 2,875,000 shares of Common Stock 5,175,000 Ordinary Shares (the “Insider Shares”), for the aggregate consideration of $25,000, ) in a private placement placements intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). The Sponsor transferred a portion of the shares to the Company’s other officers and directors (collectively, the “Insiders”). No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and be subject to restrictions on transfer as set forth in the Registration Statement. The holders of the Insider Shares Insiders shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination, or entering into contractual arrangements with one or more businesses or entities (“Business Combination”) within the required time period. The holders of the Insider Shares Insiders shall not have conversion rights with respect to the Insider Shares nor shall the holders they be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, up to an aggregate 675,000 of 375,000 the Insider Shares shall be subject to compulsory repurchase by the Company. The Insiders will be required to be forfeited by the holders thereof, as is have only a number of Ordinary Shares repurchased necessary to maintain the beneficial ownership percentage of the Company’s Common Stock held by the holders of Insider Shares at Insiders’ 20% ownership interest in the Ordinary Shares after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the Representative Shares purchase by the Insiders of the Private Units (defined below) and the purchase of any Firm Units shares purchased in the Offering. EarlyBirdCapital, Inc._________, 2020Page 4 of 45).

Private Placements. 1.3.1. 1.4.1 In March 2020connection with the Company’s organization, the Company issued an aggregate of 2,875,000 shares of Common Stock to Matlin & Partners Acquisition Sponsor LLC (the “Insider SharesSponsor”), for the an aggregate consideration of $25,000, 8,625,000 shares of Class F Common Stock (the “Founder Shares”) in a private placement intended to be (the “Insider Private Placement”) exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”) (up to 1,125,000 of which are subject to forfeiture to the extent the Over-allotment Option is not exercised in full). No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider SharesPrivate Placement. The Insider Shares shall be held in escrow and be subject to restrictions on transfer Except as set forth described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Insider Stockholders until the earlier of: (i) one year following the consummation of the Business Combination; or (ii) when the closing price of the shares of Common Stock exceeds $12.00 per share for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination. The holders of the Insider Shares Stockholders shall have no right to any liquidation distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination, or entering into contractual arrangements with one or more businesses or entities (“a Business Combination”) within the required time period. The holders of the Insider Shares Stockholders shall not have conversion redemption rights with respect to the Insider Shares nor shall Founder Shares. In the holders be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If event that the Over-Allotment allotment Option is not exercised by in full, the Underwriters in full or in part, up to an aggregate of 375,000 Insider Shares shall Sponsor will be required to be forfeited by forfeit such number of Founder Shares such that the holders thereof, as is necessary to maintain the beneficial ownership percentage Founder Shares will comprise 20% of the Company’s Common Stock held by issued and outstanding shares of the holders of Insider Shares at 20% Company after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but excluding the Representative Shares (defined below) and the purchase of any Firm Units in the Offering. EarlyBirdCapital, Inc._________, 2020Page 4 of 45allotment Option.

Private Placements. 1.3.11.4.1. In March On February 1, 2020, the Company issued to LifeSci Holdings LLC, a Delaware limited liability company (the “Sponsor”), an aggregate of 2,875,000 shares of Common Stock 2,156,250 Shares (the “Insider Shares”), for the aggregate consideration of $25,000, ) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). On [ ], 2021, the Sponsor transferred 6,000 Insider Shares to each of the director nominee of the Company (collectively with the Sponsor, the “Initial Stockholders”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and be subject to restrictions on transfer as set forth in the Registration StatementEscrow Agreement (as defined in Section 2.24.3 below). The holders of the Insider Shares Initial Stockholders shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination, or entering into contractual arrangements with one or more businesses or entities (“Business Combination”) within the required time period. The holders of the Insider Shares Initial Stockholders shall not have conversion rights with respect to the Insider Shares nor shall the holders Initial Stockholders be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If the Over-Allotment Option is not exercised by the Underwriters in full or in part, the Initial Stockholders shall forfeit such number of Insider Shares, up to an aggregate a maximum of 375,000 281,250 Insider Shares shall be required to be forfeited by the holders thereofShares, as is necessary to maintain the Sponsors’ 20% beneficial ownership percentage of in the Company’s Common Stock held by the holders of Insider Shares at 20% after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but excluding the Representative Shares (defined below) and the purchase of any Firm Units shares in the Offering. EarlyBirdCapital, Inc._________, 2020Page 4 of 45.

Private Placements. 1.3.11.4.1. In March 2020The Company originally issued to DD3 Mex Acquisition Corp, (the Company issued an “Sponsor”), for aggregate consideration of 2,875,000 shares of Common Stock $25,000, 1,473,500 Ordinary Shares (the “Insider Shares”), for the aggregate consideration of $25,000, ) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In September 2018, the Sponsor forfeited 36,000 Insider Shares, leaving an aggregate of 1,437,500 Insider Shares outstanding. No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and be subject to restrictions on transfer as set forth in the Registration Statement. The holders of the Insider Shares Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination, or entering into contractual arrangements with one or more businesses or entities (“Business Combination”) Combination within the required time periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The holders of the Insider Shares Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the holders it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, up to an aggregate 187,500 of 375,000 the Insider Shares shall be required to be forfeited by the holders thereof, as is in an amount necessary to maintain the beneficial ownership percentage of the CompanySponsor’s Common Stock held by the holders of Insider Shares at 20% ownership interest in the Ordinary Shares after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the Representative Shares Representative’s Shares, the Private Units (as defined below) and the purchase of any Firm Units shares purchased in the Offering. EarlyBirdCapital, Inc._________, 2020Page 4 of 45Offering by the Sponsor or the Company’s officers or directors).

Private Placements. 1.3.1. In March November 2020, the Company issued an to Special Sits General Partner I SA (the “Initial Holder”), for aggregate consideration of $25,000, 2,875,000 shares of Common Stock common stock (the “Insider Shares”), for the aggregate consideration of $25,000, ) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In February 2021, (a) the Company effected a stock dividend of approximately 0.5 shares for each share outstanding resulting in there being an aggregate of 4,312,500 Insider Shares outstanding and (b) the Initial Holder transferred the Insider Shares to Springwater Promote LLC (the “Sponsor”). No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and be subject to restrictions on transfer as set forth in the Registration Statement. The holders of the Insider Shares Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, reorganization or other similar business combination, or entering into contractual arrangements arrangements, with one or more businesses or entities (“Business Combination”) within the required time periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The holders of the Insider Shares Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the holders it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, up to an aggregate 562,500 of 375,000 the Insider Shares shall be required to be forfeited by the holders thereof, as is in an amount necessary to maintain the beneficial Sponsor’s 20% ownership percentage of interest in the Company’s Common Stock held by the holders of Insider Shares at 20% after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the Representative Representative’s Shares (defined below), Private Shares (defined below) and the purchase of any Firm Units shares purchased in the OfferingOffering by the Company’s officers, directors or their affiliates (“Insiders”)). EarlyBirdCapital, Inc.Inc. [______ ____], 2020Page 4 of 452021

Private Placements. 1.3.11.4.1. In March On January 1, 2020, the Company issued to LifeSci Holdings LLC, a Delaware limited liability company (the “Sponsor”), an aggregate of 2,875,000 shares of Common Stock 2,156,250 Shares (the “Insider Shares”), for the aggregate consideration of $25,000, ) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). On September 30, 2020, the Sponsor transferred 215,625 Insider Shares to Chardan Healthcare Investments LLC, (collectively with the Sponsor, the “Initial Stockholders”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and be subject to restrictions on transfer as set forth in the Registration StatementEscrow Agreement (as defined in Section 2.24.3 below). The holders of the Insider Shares Initial Stockholders shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination, or entering into contractual arrangements with one or more businesses or entities (“Business Combination”) within the required time period. The holders of the Insider Shares Initial Stockholders shall not have conversion rights with respect to the Insider Shares nor shall the holders Initial Stockholders be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If the Over-Allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to an aggregate a maximum of 375,000 281,250 Insider Shares shall be required to be forfeited by the holders thereofShares, as is necessary to maintain the Initial Stockholders’ 20% beneficial ownership percentage of in the Company’s Common Stock held by the holders of Insider Shares at 20% after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but excluding the Representative Shares (defined below) and the purchase of any Firm Units shares in the Offering. EarlyBirdCapital, Inc._________, 2020Page 4 of 45.

Private Placements. 1.3.1. In March November 2020, the Company issued an to Moringa Sponsor US LP (the “Sponsor Subsidiary”), the wholly owned subsidiary of Moringa Sponsor LP (the “Sponsor”), and certain other officers, directors or their affiliates or designees (collectively, the “Insiders”), for aggregate consideration of $25,000, 2,875,000 Class B ordinary shares of Common Stock (the “Insider Shares”), for the aggregate consideration of $25,000, ) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and be subject to restrictions on transfer as set forth in the Registration Statement. The holders of the Insider Shares Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, reorganization or other similar business combination, or entering into contractual arrangements arrangements, with one or more businesses or entities (“Business Combination”) within the required time periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The holders of the Insider Shares Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the holders it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, up to an aggregate 375,000 of 375,000 the Insider Shares shall be required to be forfeited by the holders thereof, as is in an amount necessary to maintain the beneficial ownership percentage of the CompanySponsor’s Common Stock held by the holders of Insider Shares at 20% ownership interest in the Ordinary Shares after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the Representative Representative’s Shares (defined below), Private Shares (defined below) and the purchase of any Firm Units shares purchased in the Offering. EarlyBirdCapital, Inc._________, 2020Page 4 of 45Offering by the Insiders.

Private Placements. 1.3.1. 1.3.1 In March 2020April 2021, the Company issued an to Accretion Acquisition Sponsor LLC (the “Sponsor”), for aggregate consideration of 2,875,000 $25,000, 4,312,500 shares of Common Stock common stock (the “Insider Shares”), for the aggregate consideration of $25,000, ) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and be subject to restrictions on transfer as set forth in the Registration Statement. The holders of the Insider Shares Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, reorganization or other similar business combination, or entering into contractual arrangements arrangements, with one or more businesses or entities (“Business Combination”) within the required time periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The holders of the Insider Shares Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the holders it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, up to an aggregate 562,500 of 375,000 the Insider Shares shall be required to be forfeited by the holders thereof, as is in an amount necessary to maintain the beneficial Sponsor’s 20% ownership percentage of interest in the Company’s Common Stock held by the holders of Insider Shares at 20% after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding any shares purchased in the Representative Offering by the Sponsor or the Company’s officers, directors or their affiliates (“Insiders”) and the EBC Founder Shares (defined below) and the purchase of any Firm Units in the Offering. EarlyBirdCapital, Inc._________, 2020Page 4 of 45)).

Private Placements. 1.3.1. In March On August 12, 2020, the Company issued an to Ignyte Sponsor LLC (the “Sponsor”), for aggregate consideration of 2,875,000 $25,000, 1,437,500 shares of Common Stock (the “Insider Shares”), for the aggregate consideration of $25,000, ) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and be subject to restrictions on transfer as set forth in the Registration Statement. The holders of the Insider Shares Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share stock exchange, asset acquisition, share stock purchase, recapitalization, reorganization, reorganization or other similar business combination, or entering into contractual arrangements arrangements, with one or more businesses or entities (“Business Combination”) within the required time periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The holders of the Insider Shares Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the holders it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, up to an aggregate 187,500 of 375,000 the Insider Shares shall be required to be forfeited by the holders thereof, as is in an amount necessary to maintain the beneficial Sponsor’s 20% ownership percentage of interest in the Company’s Common Stock held by the holders of Insider Shares at 20% after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the Representative Representative’s Shares (defined below) and the purchase of any Firm Units shares purchased in the Offering. EarlyBirdCapitalOffering by the Company’s officers, Inc._________, 2020Page 4 of 45directors or their affiliates (“Insiders”)).

Private Placements. 1.3.1. 1.3.1 In March 2020September 2021, the Company issued an to ROC Energy Holdings, LLC (the “Sponsor”), for aggregate consideration of 2,875,000 $25,000, 4,312,500 shares of Common Stock common stock (the “Insider Shares”), for the aggregate consideration of $25,000, ) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In December 2021, the Company effected a dividend of 0.2 shares for each share of common stock outstanding (the “Stock Dividend”), resulting in there being an aggregate of 5,175,000 Insider Shares outstanding. No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and be subject to restrictions on transfer as set forth in the Registration Statement. The holders of the Insider Shares Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share stock exchange, asset acquisition, share stock purchase, recapitalization, reorganization, reorganization or other similar business combination, or entering into contractual arrangements combination with one or more businesses or entities (“Business Combination”) within the required time periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The holders of the Insider Shares Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the holders it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, up to an aggregate 675,000 of 375,000 the Insider Shares shall be required to be forfeited by the holders thereof, as is in an amount necessary to maintain the beneficial Sponsor’s 20% ownership percentage of interest in the Company’s Common Stock held by the holders of Insider Shares at 20% after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Over- allotment Option but (excluding the Representative EBC Founder Shares (defined below), the Private Shares (defined below) and the purchase of any Firm Units shares purchased in the Offering. EarlyBirdCapitalOffering by the Sponsor or the Company’s officers, Inc._________, 2020Page 4 of 45directors or their affiliates (“Insiders”)).

Private Placements. 1.3.1. In March 2020On January 21, 2021, the Company issued an to DILA Capital Sponsor Group, LLC (the “Sponsor”), for aggregate consideration of 2,875,000 $25,000, 1,437,500 shares of Common Stock Class B common stock (the “Insider Shares”), for the aggregate consideration of $25,000, ) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and be subject to restrictions on transfer as set forth in the Registration Statement. The holders of the Insider Shares Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, reorganization or other similar business combination, or entering into contractual arrangements arrangements, with one or more businesses or entities (“Business Combination”) within the required time periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The holders of the Insider Shares Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the holders it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, up to an aggregate 187,500 of 375,000 the Insider Shares shall be required to be forfeited by the holders thereof, as is in an amount necessary to maintain the beneficial Sponsor’s 20% ownership percentage of interest in the Company’s Common Stock held by the holders of Insider Shares at 20% after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the Representative Private Shares (defined below) and the purchase of any Firm Units shares purchased in the Offering. EarlyBirdCapitalOffering by the Company’s officers, Inc._________, 2020Page 4 of 45directors or their affiliates (“Insiders”)).

Private Placements. 1.3.1. In March 2020On February 10, 2021, the Company issued an aggregate of 2,875,000 shares of Common Stock to Black Mountain Sponsor LLC (the “Insider SharesSponsor”), for the aggregate consideration of $25,000, 5,750,000 shares of Class B common stock, par value $0.0001 per share (the “Class B Common Stock,” and together with the Class A Common Stock, the “Common Stock”), in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of such shares of Class B Common Stock (the “Insider Shares”). The Insider Shares shall be held in escrow and be subject to restrictions on transfer as set forth described in the Registration Statement. The holders of the Insider Shares Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, reorganization or other similar business combination, or entering into contractual arrangements combination with one or more businesses or entities (“Business Combination”) within the required time periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The holders of the Insider Shares shall not have conversion redemption rights with respect to the Insider Shares nor shall the holders they be entitled to sell tender such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, up to an aggregate 750,000 of 375,000 the Insider Shares shall be required to be forfeited by the holders thereof, as is in an amount necessary to maintain the beneficial Sponsor’s 20% ownership percentage of interest in the Company’s Common Stock held by the holders of Insider Shares at 20% after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the Representative Shares (defined below) and the purchase of any Firm Units shares purchased in the Offering. EarlyBirdCapitalOffering by the Sponsor or the Company’s officers and directors (collectively, Inc._________, 2020Page 4 of 45the “Insiders”)).

Private Placements. 1.3.11.4.1. In March 2020The Company issued to Bison Capital Holding Company Limited (the “Sponsor”) and the Company’s officers and directors (collectively, the Company issued an “Insiders”), for aggregate consideration of 2,875,000 shares of Common Stock $25,000, 1,437,500 Ordinary Shares (the “Insider Shares”), for the aggregate consideration of $25,000, ) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and be subject to restrictions on transfer as set forth in the Registration StatementEscrow Agreement (as defined in Section 2.24.3 hereof). The holders of the Insider Shares Insiders shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, reorganization or other similar business combination, or entering into contractual arrangements arrangements, with one or more businesses or entities (“Business Combination”) within the required time period. The holders of the Insider Shares Insiders shall not have conversion rights with respect to the Insider Shares nor shall the holders they be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, up to an aggregate 187,500 of 375,000 the Insider Shares shall be subject to forfeiture by the Sponsor. The Sponsor will be required to be forfeited by the holders thereof, as is forfeit only a number of Ordinary Shares necessary to maintain the beneficial ownership percentage of the Company’s Common Stock held by the holders of Insider Shares at Insiders’ 20% ownership interest in the Ordinary Shares after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the Representative Shares (defined below) and the purchase of the Private Units and any Firm Units shares purchased in the Offering. EarlyBirdCapital, Inc._________, 2020Page 4 of 45).

Private Placements. 1.3.1. In March On October 13, 2020, the Company issued an to DD3 Sponsor Group, LLC (the “Sponsor”), for aggregate consideration of $25,000, 2,875,000 shares of Common Stock Class B common stock (the “Insider Shares”), for the aggregate consideration of $25,000, ) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and be subject to restrictions on transfer as set forth in the Registration Statement. The holders of the Insider Shares Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, reorganization or other similar business combination, or entering into contractual arrangements arrangements, with one or more businesses or entities (“Business Combination”) within the required time periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The holders of the Insider Shares Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the holders it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, up to an aggregate 375,000 of 375,000 the Insider Shares shall be required to be forfeited by the holders thereof, as is in an amount necessary to maintain the beneficial Sponsor’s 20% ownership percentage of interest in the Company’s Common Stock held by the holders of Insider Shares at 20% after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the Representative Private Shares (defined below) and the purchase of any Firm Units shares purchased in the Offering. EarlyBirdCapitalOffering by the Company’s officers, Inc._________, 2020Page 4 of 45directors or their affiliates (“Insiders”)).

Private Placements. 1.3.1. In March October 2020, the Company issued an to Smart Dine, LLC (the “Sponsor”), for aggregate consideration of 2,875,000 $25,000, 4,312,500 shares of Common Stock common stock (the “Insider Shares”), for the aggregate consideration of $25,000, ) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and be subject to restrictions on transfer as set forth in the Registration Statement. The holders of the Insider Shares Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, reorganization or other similar business combination, or entering into contractual arrangements arrangements, with one or more businesses or entities (“Business Combination”) within the required time periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The holders of the Insider Shares Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the holders it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, up to an aggregate 562,500 of 375,000 the Insider Shares shall be required to be forfeited by the holders thereof, as is in an amount necessary to maintain the beneficial Sponsor’s 20% ownership percentage of interest in the Company’s Common Stock held by the holders of Insider Shares at 20% after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the Representative Representative’s Shares (defined below), Private Shares (defined below) and the purchase of any Firm Units shares purchased in the Offering. EarlyBirdCapitalOffering by the Company’s officers, Inc._________, 2020Page 4 of 45directors or their affiliates (“Insiders”)).

Private Placements. 1.3.1. In March September 2020, the Company issued an to LightJump One Founders, LLC (the “Sponsor”), for aggregate consideration of $25,000 and 2,875,000 shares of Common Stock (the “Insider Shares”), for the aggregate consideration of $25,000, ) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and be subject to restrictions on transfer as set forth in the Registration Statement. The holders of the Insider Shares Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination, or entering into contractual arrangements with one or more businesses or entities (“Business Combination”) Combination within the required time periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The holders of the Insider Shares Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the holders it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, up to an aggregate 375,000 of 375,000 the Insider Shares shall be required to be forfeited by the holders thereof, as is in an amount necessary to maintain the Sponsor’s 20% beneficial ownership percentage of interest in the Company’s Common Stock held by the holders of Insider Shares at 20% after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the Representative Representative’s Shares (defined below) and the purchase of any Firm Units shares purchased in the Offering. EarlyBirdCapitalOffering by the Company’s officers, Inc._________, 2020Page 4 of 45directors or their affiliates (“Insiders”)).

Private Placements. 1.3.1. In March November 2020, the Company issued an to Special Sits General Partner I SA (the “Initial Holder”), for aggregate consideration of $25,000, 2,875,000 shares of Common Stock common stock (the “Insider Shares”), for the aggregate consideration of $25,000, ) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In February 2021, (a) the Company effected a stock dividend of approximately 0.5 shares for each share outstanding resulting in there being an aggregate of 4,312,500 Insider Shares outstanding and (b) the Initial Holder transferred the Insider Shares to Springwater Promote LLC (the “Sponsor”). No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and be subject to restrictions on transfer as set forth in the Registration Statement. The holders of the Insider Shares Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, reorganization or other similar business combination, or entering into contractual arrangements arrangements, with one or more businesses or entities (“Business Combination”) within the required time periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The holders of the Insider Shares Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the holders it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, up to an aggregate 562,500 of 375,000 the Insider Shares shall be required to be forfeited by the holders thereof, as is in an amount necessary to maintain the beneficial Sponsor’s 20% ownership percentage of interest in the Company’s Common Stock held by the holders of Insider Shares at 20% after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the Representative Representative’s Shares (defined below), Private Shares (defined below) and the purchase of any Firm Units shares purchased in the OfferingOffering by the Company’s officers, directors or their affiliates (“Insiders”)). EarlyBirdCapital, Inc._________Inc. August 25, 2020Page 4 of 452021

Private Placements. 1.3.11.4.1. In March 20202019, the Company issued to Tuscan Holdings Acquisition II LLC, a Delaware limited liability company (the “Sponsor”) an aggregate of 2,875,000 shares of Common Stock 3,593,750 Shares (the “Insider Shares”), for the aggregate consideration of $25,000, ) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In July 2019, the Company effectuated a stock dividend of 0.2 shares of Common Stock for each outstanding share of Common Stock, resulting in the Sponsor holding an aggregate of 4,312,500 Insider Shares. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and be subject to restrictions on transfer as set forth in the Registration StatementEscrow Agreement (as defined in Section 2.24.3 below). The holders of the Insider Shares Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination, or entering into contractual arrangements with one or more businesses or entities (“Business Combination”) within the required time period. The holders of the Insider Shares Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the holders Sponsor be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If the Over-Allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to an aggregate a maximum of 375,000 562,500 Insider Shares shall be required to be forfeited by the holders thereofShares, as is necessary to maintain the Sponsor’s 20% beneficial ownership percentage of in the Company’s Common Stock held by the holders of Insider Shares at 20% after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but excluding the Representative issuance of the Representative’s Shares (defined below) and the Private Units and the purchase of any Firm Units shares in the Offering. EarlyBirdCapital, Inc._________Inc. July 11, 2020Page 4 of 452019

Private Placements. 1.3.11.4.1. In March 2020The Company has issued to Xxxxx Xxxx, Beira Corp., Xxxx X. Xxxxx, Xxxxxx Xxxxxx, Xxxx Xxxx Xxxx, The Octagon Foundation, The Panaga Group Trust, and Arowana International (collectively, the Company issued an “Initial Shareholders”), for aggregate consideration of 2,875,000 shares of Common Stock $25,000, 1,725,000 Ordinary Shares (the “Insider Shares”), for the aggregate consideration of $25,000, ) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and be subject to restrictions on transfer as set forth in the Registration StatementEscrow Agreement (as defined in Section 2.24.3 hereof). The holders of the Insider Shares Initial Shareholders shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination, or entering into contractual arrangements with one or more businesses or entities (“a Business Combination”) Combination within the required time periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The holders of the Insider Shares Initial Shareholders shall not have conversion rights with respect to the Insider Shares nor shall Shares. To the holders be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, up to an aggregate 225,000 of 375,000 the Insider Shares shall be subject to forfeiture by the Initial Shareholders. The Initial Shareholders will be required to be forfeited by the holders thereof, as is forfeit pro rata only a number of Ordinary Shares necessary to maintain the beneficial ownership percentage of the Company’s Common Stock held by the holders of Insider Shares at Initial Shareholders’ 20% ownership interest in the Ordinary Shares after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the Representative Shares (defined below) and the purchase of the Private Units and any Firm Units shares purchased in the Offering. EarlyBirdCapital, Inc._________, 2020Page 4 of 45).

Private Placements. 1.3.11.4.1. In March 2020, the The Company issued an to Xxxxxx Oakwood Investments, LLC (the “Sponsor”) for aggregate consideration of 2,875,000 $25,000 1,437,500 (as adjusted for a stock split effected as of the date hereof) shares of Common Stock the Company’s Class F common stock (the “Insider Shares”), for the aggregate consideration of $25,000, ) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). The Insider Shares will automatically convert into Common Stock at the time of the Business Combination (as defined below) on a one-for-one basis, subject to adjustment as described in the Registration Statement. No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and be subject to restrictions on transfer as set forth in the Registration StatementEscrow Agreement (as defined in Section 2.24.3 below). The holders of the Insider Shares Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, reorganization or other similar business combination, or entering into contractual arrangements arrangements, with one or more businesses or entities (“Business Combination”) within the required time period. The holders of the Insider Shares Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the holders they be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, up to an aggregate 187,500 of 375,000 the Insider Shares shall be subject to forfeiture by the Sponsor. The Sponsor will be required to be forfeited by the holders thereof, as is forfeit only a number of Insider Shares necessary to maintain the Sponsor’s 20% beneficial ownership percentage of interest in the Company’s Common Stock held by the holders of Insider Shares at 20% after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the Representative issuance of the Representative’s Shares and the purchase by the Sponsor of the Private Units (defined below) and the purchase of any Firm Units shares purchased in the Offering. EarlyBirdCapital, Inc._________, 2020Page 4 of 45).

Private Placements. 1.3.11.4.1. In March 2020On June 26, 2018, the Company issued an aggregate of 2,875,000 to Gxxx Acquisition LLC (the “Sponsor”) 8,625,000 shares of the Common Stock (the “Insider Shares”), for the aggregate consideration of $25,000, in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the sale of the Insider Shares. The On September 13, 2018, the Sponsor returned to the Company, at no cost, an aggregate of 2,156,250 Insider Shares shall be held for cancellation, resulting in escrow and be subject to restrictions on transfer as set forth in the Registration Statementthere being an aggregate of 6,468,750 Insider Shares outstanding. The holders of the Insider Shares shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed an initial merger, share capital stock exchange, asset acquisition, share stock purchase, recapitalization, reorganization, reorganization or other similar business combination, or entering into contractual arrangements with one or more businesses or entities (“Business Combination”) within the required time period. The holders of the Insider Shares shall not have conversion rights with respect to the Insider Shares nor shall the holders they be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If the Over-Allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to an aggregate a maximum of 375,000 843,750 Insider Shares shall be required to be forfeited by the holders thereofShares, as is necessary to maintain the beneficial ownership percentage of the Company’s Common Stock held by the holders of Insider Shares at 20% after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option Option, but excluding the Representative Shares (defined below) and the purchase of any Firm Units by such holders of Insider Shares in the Offering. EarlyBirdCapital, Inc.____Inc. _____, 2020Page 4 of 452018

Private Placements. 1.3.1. 1.3.1 In March 2020April 2021, the Company issued an to Accretion Acquisition Sponsor LLC (the “Sponsor”), for aggregate consideration of 2,875,000 $25,000, 4,312,500 shares of Common Stock common stock (the “Insider Shares”), for the aggregate consideration of $25,000, ) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In October 2021, the Company effected a dividend of 0.2 shares of common stock for each outstanding share of common stock (the “Dividend”) resulting in there being an aggregate of 5,175,000 Insider Shares outstanding. No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and be subject to restrictions on transfer as set forth in the Registration Statement. The holders of the Insider Shares Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, reorganization or other similar business combination, or entering into contractual arrangements arrangements, with one or more businesses or entities (“Business Combination”) within the required time periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The holders of the Insider Shares Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the holders it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, up to an aggregate 675,000 of 375,000 the Insider Shares shall be required to be forfeited by the holders thereof, as is in an amount necessary to maintain the beneficial Sponsor’s 20% ownership percentage of interest in the Company’s Common Stock held by the holders of Insider Shares at 20% after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding any shares purchased in the Representative Offering by the Sponsor or the Company’s officers, directors or their affiliates (“Insiders”) and the EBC Founder Shares (defined below) and the purchase of any Firm Units in the Offering. EarlyBirdCapital, Inc._________, 2020Page 4 of 45)).

Private Placements. 1.3.11.4.1. In March 2020On June 26, 2018, the Company issued an aggregate of 2,875,000 to Gxxx Acquisition LLC (the “Sponsor”) 8,625,000 shares of the Common Stock (the “Insider Shares”), for the aggregate consideration of $25,000, in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the sale of the Insider Shares. The On September 13, 2018, the Sponsor returned to the Company, at no cost, an aggregate of 2,156,250 Insider Shares shall be held for cancellation, resulting in escrow and be subject to restrictions on transfer as set forth in the Registration Statementthere being an aggregate of 6,468,750 Insider Shares outstanding. The holders of the Insider Shares shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed an initial merger, share capital stock exchange, asset acquisition, share stock purchase, recapitalization, reorganization, reorganization or other similar business combination, or entering into contractual arrangements with one or more businesses or entities (“Business Combination”) within the required time period. The holders of the Insider Shares shall not have conversion rights with respect to the Insider Shares nor shall the holders they be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If the Over-Allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to an aggregate a maximum of 375,000 843,750 Insider Shares shall be required to be forfeited by the holders thereofShares, as is necessary to maintain the beneficial ownership percentage of the Company’s Common Stock held by the holders of Insider Shares at 20% after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option Option, but excluding the Representative Shares (defined below) and the purchase of any Firm Units by such holders of Insider Shares in the Offering. EarlyBirdCapital, Inc._________, 2020Page 4 of 45.

Private Placements. 1.3.1. In March 2020February 2022, the Company issued to AlphaVest Holding LP (the “Sponsor” and together with and the Company’s officers, directors and advisors, collectively, the “Insiders”), for aggregate consideration of $25,000, an aggregate of 2,875,000 shares of Common Stock 1,725,000 Ordinary Shares (the “Insider Shares”), for the aggregate consideration of $25,000, ) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and be subject to restrictions on transfer as set forth in the Registration Statement. The holders of the Insider Shares Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, reorganization or other similar business combination, or entering into contractual arrangements arrangements, with one or more businesses or entities (“Business Combination”) within the required time periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The holders of the Insider Shares Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the holders it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, up to an aggregate 225,000 of 375,000 the Insider Shares shall be required to be forfeited by the holders thereof, as is in an amount necessary to maintain the beneficial ownership percentage of the Company’s Common Stock held by the holders of Insider Shares at Insiders’ 20% ownership interest in the Ordinary Shares after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the Representative EBC Founder Shares (defined below), the Private Shares (defined below) and the purchase of any Firm Units shares purchased in the OfferingOffering by the Insiders). EarlyBirdCapital, Inc._________December 19, 2020Page 2022Page 4 of 4537

Private Placements. 1.3.1. In March October 2020, the Company issued an to VO Sponsor, LLC (the “Sponsor”), for aggregate consideration of $25,000, 2,875,000 shares of Common Stock common stock (the “Insider Shares”), for the aggregate consideration of $25,000, ) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In February 2021, the Company effected a stock dividend of 0.25 shares (the “Dividend”) for each share outstanding resulting in there being an aggregate of 3,593,750 Insider Shares outstanding. No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and be subject to restrictions on transfer as set forth in the Registration Statement. The holders of the Insider Shares Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, reorganization or other similar business combination, or entering into contractual arrangements arrangements, with one or more businesses or entities (“Business Combination”) within the required time periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The holders of the Insider Shares Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the holders it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, up to an aggregate 468,750 of 375,000 the Insider Shares shall be required to be forfeited by the holders thereof, as is in an amount necessary to maintain the beneficial Sponsor’s 20% ownership percentage of interest in the Company’s Common Stock held by the holders of Insider Shares at 20% after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the Representative Representative’s Shares (defined below), Private Shares (defined below) and the purchase of any Firm Units shares purchased in the Offering. EarlyBirdCapitalOffering by the Company’s officers, Inc._________, 2020Page 4 of 45directors or their affiliates (“Insiders”)).

Private Placements. 1.3.1. In March 2020On January 15, 2021, the Company issued an to Newbury Street Acquisition Sponsor LLC (the “Sponsor”), for aggregate consideration of 2,875,000 $25,000, 4,312,500 shares of Common Stock common stock (the “Insider Shares”), for the aggregate consideration of $25,000, ) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). On March 22, 2021, the Sponsor contributed to the capital of the Company for no consideration an aggregate of 862,500 Insider Shares, resulting in there being a total of 3,450,000 Insider Shares outstanding. No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and be subject to restrictions on transfer as set forth in the Registration Statement. The holders of the Insider Shares Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, reorganization or other similar business combination, or entering into contractual arrangements arrangements, with one or more businesses or entities (“Business Combination”) within the required time periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The holders of the Insider Shares Sponsor shall not have conversion redemption rights with respect to the Insider Shares nor shall the holders it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, up to an aggregate 450,000 of 375,000 the Insider Shares shall be required to be forfeited by the holders thereof, as is in an amount necessary to maintain the beneficial Sponsor’s 20% ownership percentage of interest in the Company’s Common Stock held by the holders of Insider Shares at 20% after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the Representative Representative’s Shares (defined below), Private Shares (defined below) and the purchase of any Firm Units shares purchased in the Offering. EarlyBirdCapitalOffering by the Company’s officers, Inc._________, 2020Page 4 of 45directors or their affiliates (“Insiders”)).

Private Placements. 1.3.11.4.1. In March 2020, the The Company issued an to Forum Investors I, LLC (the “Sponsor”) for aggregate consideration of 2,875,000 $25,000, 3,593,750 shares of Common Stock the Company’s Class F common stock (the “Insider Shares”), for the aggregate consideration of $25,000, ) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). The shares of Class F common stock will automatically convert into shares of Class A common stock at the time of our initial business combination on a one-for-one basis, subject to adjustment as described in the Registration Statement. No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and be subject to restrictions on transfer as set forth in the Registration StatementEscrow Agreement (as defined in Section 2.24.3 below). The holders of the Insider Shares Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, reorganization or other similar business combination, or entering into contractual arrangements arrangements, with one or more businesses or entities (“Business Combination”) within the required time period. The holders of the Insider Shares Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the holders they be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, up to an aggregate 468,750 of 375,000 the Insider Shares shall be subject to forfeiture by the Sponsor. The Sponsor will be required to be forfeited by the holders thereof, as is forfeit only a number of Insider Shares necessary to maintain the beneficial Sponsor’s 20% ownership percentage of interest in the Company’s Common Stock held by the holders of Insider Shares at 20% after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the Representative issuance of the Representative’s Shares and the purchase by the Sponsor of the Private Units (defined below) and the purchase of any Firm Units shares purchased in the Offering). EarlyBirdCapital, Inc._________Inc. [●], 2020Page 4 of 452017

Private Placements. 1.3.1. In March On August 11, 2020, the Company issued an to DD3 Sponsor Group, LLC (the “Sponsor”), for aggregate consideration of 2,875,000 $25,000, 4,312,500 shares of Common Stock common stock (the “Insider Shares”), for the aggregate consideration of $25,000, ) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and be subject to restrictions on transfer as set forth in the Registration Statement. The holders of the Insider Shares Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, reorganization or other similar business combination, or entering into contractual arrangements arrangements, with one or more businesses or entities (“Business Combination”) within the required time periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The holders of the Insider Shares Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the holders it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, up to an aggregate 562,500 of 375,000 the Insider Shares shall be required to be forfeited by the holders thereof, as is in an amount necessary to maintain the beneficial Sponsor’s 20% ownership percentage of interest in the Company’s Common Stock held by the holders of Insider Shares at 20% after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the Representative Private Shares (defined below) and the purchase of any Firm Units shares purchased in the Offering. EarlyBirdCapitalOffering by the Company’s officers, Inc._________, 2020Page 4 of 45directors or their affiliates (“Insiders”)).

Private Placements. 1.3.1. In March September 2020, the Company issued an to Progress Capital I LLC (the “Sponsor”), for aggregate consideration of 2,875,000 $25,000 and 3,593,750 shares of Class B Common Stock (the “Insider Shares”), for the aggregate consideration of $25,000, ) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and be subject to restrictions on transfer as set forth in the Registration Statement. The holders of the Insider Shares Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination, or entering into contractual arrangements with one or more businesses or entities (“Business Combination”) Combination within the required time periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The holders of the Insider Shares Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the holders it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, up to an aggregate 468,750 of 375,000 the Insider Shares shall be required to be forfeited by the holders thereof, as is in an amount necessary to maintain the Sponsor’s 20% beneficial ownership percentage of interest in the Company’s Common Stock held by the holders of Insider Shares at 20% after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the Representative Representative’s Shares (defined below) and the purchase of any Firm Units shares purchased in the Offering. EarlyBirdCapitalOffering by the Company’s officers, Inc._________, 2020Page 4 of 45directors or their affiliates (“Insiders”)).

Private Placements. 1.3.1. In March 2020On January 21, 2021, the Company issued an to DILA Capital Sponsor Group, LLC (the “Sponsor”), for aggregate consideration of 2,875,000 $25,000, 1,437,500 shares of Common Stock Class B common stock (the “Insider Shares”), for the aggregate consideration of $25,000, ) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). On June 14, 2021, the Company effected a stock dividend of 0.1 shares of shares of Class B common stock for each outstanding share, resulting in there being an aggregate of 1,581,250 Insider Shares. No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and be subject to restrictions on transfer as set forth in the Registration Statement. The holders of the Insider Shares Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, reorganization or other similar business combination, or entering into contractual arrangements arrangements, with one or more businesses or entities (“Business Combination”) within the required time periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The holders of the Insider Shares Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the holders it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, up to an aggregate 206,250 of 375,000 the Insider Shares shall be required to be forfeited by the holders thereof, as is in an amount necessary to maintain the beneficial Sponsor’s 20% ownership percentage of interest in the Company’s Common Stock held by the holders of Insider Shares at 20% after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the Representative Private Shares (defined below) and the purchase of any Firm Units shares purchased in the Offering. EarlyBirdCapitalOffering by the Company’s officers, Inc._________, 2020Page 4 of 45directors or their affiliates (“Insiders”)).

Private Placements. 1.3.1. In March 2020February 2022, the Company issued to AlphaVest Holding LP (the “Sponsor” and together with and the Company’s officers, directors and advisors, collectively, the “Insiders”), for aggregate consideration of $25,000, an aggregate of 2,875,000 shares of Common Stock 1,725,000 Ordinary Shares (the “Insider Shares”), for the aggregate consideration of $25,000, ) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and be subject to restrictions on transfer as set forth in the Registration Statement. The holders of the Insider Shares Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, reorganization or other similar business combination, or entering into contractual arrangements arrangements, with one or more businesses or entities (“Business Combination”) within the required time periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The holders of the Insider Shares Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the holders it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, up to an aggregate 225,000 of 375,000 the Insider Shares shall be required to be forfeited by the holders thereof, as is in an amount necessary to maintain the beneficial ownership percentage of the Company’s Common Stock held by the holders of Insider Shares at Insiders’ 20% ownership interest in the Ordinary Shares after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the Representative EBC Founder Shares (defined below), the Private Shares (defined below) and the purchase of any Firm Units shares purchased in the Offering. EarlyBirdCapital, Inc._________, 2020Page 4 of 45Offering by the Insiders).

Private Placements. 1.3.1. In March 2020On January 24, 2021, the Company issued to Archimedes Tech SPAC Partners Sponsor LLC (“Sponsor”) an aggregate of 2,875,000 shares of Common Stock (the “Insider Shares”), ) for the an aggregate consideration of $25,000, 25,000 in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). On March 10, 2021, the Company effected a dividend of 0.2 shares for each share outstanding (the “Dividend”) resulting in there being an aggregate of 3,450,000 Insider Shares outstanding. No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and be subject to restrictions on transfer as set forth in the Registration Statement. The holders of the Insider Shares shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination, or entering into contractual arrangements with one or more businesses or entities (“Business Combination”) Combination within the required time periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The holders of the Insider Shares shall not have conversion rights with respect to the Insider Shares nor shall the holders they be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, up to an aggregate 450,000 of 375,000 the Insider Shares shall be required to be forfeited by the holders thereof, as is in an amount necessary to maintain the beneficial holders’ 20% ownership percentage interest in the shares of the Company’s Common Stock held by the holders of Insider Shares at 20% after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the Representative Representative’s Shares any shares included in the Private Units (defined below) and the purchase of any Firm Units shares purchased in the Offering. EarlyBirdCapitalOffering by the Company’s Sponsor, Inc._________officers, 2020Page 4 of 45directors or their affiliates (“Insiders”)).

Private Placements. 1.3.1. In March On August 11, 2020, the Company issued an to Astrea Acquisition Sponsor LLC (the “Sponsor”), for aggregate consideration of 2,875,000 $25,000, 4,312,500 shares of Common Stock common stock (the “Insider Shares”), for the aggregate consideration of $25,000, ) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and be subject to restrictions on transfer as set forth in the Registration Statement. The holders of the Insider Shares Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, reorganization or other similar business combination, or entering into contractual arrangements arrangements, with one or more businesses or entities (“Business Combination”) within the required time periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The holders of the Insider Shares Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the holders it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, up to an aggregate 562,500 of 375,000 the Insider Shares shall be required to be forfeited by the holders thereof, as is in an amount necessary to maintain the beneficial Sponsor’s 20% ownership percentage of interest in the Company’s Common Stock held by the holders of Insider Shares at 20% after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the Representative Private Shares (defined below) and the purchase of any Firm Units shares purchased in the Offering. EarlyBirdCapitalOffering by the Company’s officers, Inc._________, 2020Page 4 of 45directors or their affiliates (“Insiders”)).

Private Placements. 1.3.11.4.1. In March 2020, the The Company issued an aggregate of 2,875,000 to MTech Sponsor LLC (the “Sponsor”) 1,437,500 shares of Common Stock the Company’s Class B common stock (the “Insider Shares”), for the aggregate consideration of $25,000, in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). The Insider Shares will automatically convert into Class A Common Stock at the time of the Business Combination (as defined below) on a one-for-one basis, subject to adjustment as described in the Registration Statement. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and be subject to restrictions on transfer as set forth in the Registration StatementEscrow Agreement (as defined in Section 2.24.3 below). The holders of the Insider Shares Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination, or entering into contractual arrangements with one or more businesses or entities (“Business Combination”) within the required time period. The holders of the Insider Shares Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the holders Sponsor be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If the Over-Allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to an aggregate a maximum of 375,000 187,500 Insider Shares shall be required to be forfeited by the holders thereofShares, as is necessary to maintain the Sponsor’s 20% beneficial ownership percentage of in the Company’s Common Stock held by the holders of Insider Shares at 20% after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but excluding the Representative Shares purchase by the Sponsor of any Firm Units or Private Units (defined below) and the purchase of any Firm Units in the Offering. EarlyBirdCapital, Inc._________, 2020Page 4 of 45.

Private Placements. 1.3.1. 1.4.1 In March 2020August 2019, the Company issued to Merida Capital Partners III LP, a Delaware limited partnership (the “Sponsor”), an aggregate of 2,875,000 (3,450,000 after giving effect to the Dividend) shares of Common Stock Stock( (the “Insider Shares”), for the aggregate consideration of $25,000, ) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In October 2019, the Sponsor transferred the Insider Shares to Merida Holdings, LLC, which currently holds the Insider Shares. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and be subject to restrictions on transfer as set forth in the Registration StatementEscrow Agreement (as defined in Section 2.26.3 below). The holders of the Insider Shares Merida Holdings, LLC shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination, or entering into contractual arrangements with one or more businesses or entities (“Business Combination”) within the required time period. The holders of the Insider Shares Merida Holdings, LLC shall not have conversion rights with respect to the Insider Shares nor shall the holders Merida Holdings, LLC be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If the Over-Allotment Option is not exercised by the Underwriters in full or in part, Merida Holdings, LLC shall forfeit such number of Insider Shares, up to an aggregate a maximum of 375,000 450,000 Insider Shares shall be required to be forfeited by the holders thereofShares, as is necessary to maintain the its 20% beneficial ownership percentage of in the Company’s Common Stock held by the holders of Insider Shares at 20% after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but excluding the Representative issuance of the Representative’s Shares (as defined below) and the purchase of any Firm Units shares in the Offering. EarlyBirdCapital, Inc._________, 2020Page 4 of 45.

Private Placements. 1.3.11.4.1. In March 2020, the The Company issued an to Xxxxxx Oakwood Investments, LLC (the “Sponsor”) for aggregate consideration of 2,875,000 $25,000 1,437,500 shares of Common Stock the Company’s Class F common stock (the “Insider Shares”), for the aggregate consideration of $25,000, ) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). The Insider Shares will automatically convert into Common Stock at the time of the Business Combination (as defined below) on a one-for-one basis, subject to adjustment as described in the Registration Statement. No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and be subject to restrictions on transfer as set forth in the Registration StatementEscrow Agreement (as defined in Section 2.24.3 below). The holders of the Insider Shares Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, reorganization or other similar business combination, or entering into contractual arrangements arrangements, with one or more businesses or entities (“Business Combination”) within the required time period. The holders of the Insider Shares Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the holders they be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, up to an aggregate 187,500 of 375,000 the Insider Shares shall be subject to forfeiture by the Sponsor. The Sponsor will be required to be forfeited by the holders thereof, as is forfeit only a number of Insider Shares necessary to maintain the Sponsor’s 20% beneficial ownership percentage of interest in the Company’s Common Stock held by the holders of Insider Shares at 20% after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the Representative issuance of the Representative’s Shares and the purchase by the Sponsor of the Private Units (defined below) and the purchase of any Firm Units shares purchased in the Offering. EarlyBirdCapital, Inc._________, 2020Page 4 of 45).

Private Placements. 1.3.1. In March 2020August 2019, the Company issued an aggregate of 2,875,000 to InterPrivate Acquisition Management LLC (the “Sponsor”) 5,750,000 shares of Common Stock (the “Insider Shares”), for the aggregate consideration of $25,000, in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the sale of the Insider Shares. In December 2019, the Sponsor contributed an aggregate of 718,750 Insider Shares back to the Company’s capital for no additional consideration, resulting in there being an aggregate of 5,031,250 Insider Shares outstanding. In February 2020, the Company effected a stock dividend of 0.2 shares for each outstanding share of Common Stock on the date thereof, resulting in there being an aggregate of 6,037,500 Insider Shares outstanding. The Insider Shares shall be held in escrow and be subject to restrictions on transfer as set forth in the Registration Statement. The holders of the Insider Shares shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination, or entering into contractual arrangements with one or more businesses or entities (“Business Combination”) within the required time period. The holders of the Insider Shares shall not have conversion rights with respect to the Insider Shares nor shall the holders be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If the Over-Allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to an aggregate a maximum of 375,000 787,500 Insider Shares shall be required to be forfeited by the holders thereofShares, as is necessary to maintain the beneficial ownership percentage of the Company’s Common Stock held by the holders of Insider Shares at 20% after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but excluding the issuance of the Private Units and the Representative Shares (defined below) and the purchase of any Firm Units in the Offering. EarlyBirdCapital, Inc._________Inc. February 3, 2020Page 4 of 452020

Private Placements. 1.3.11.4.1. In March 2020, the The Company issued an aggregate of 2,875,000 to MTech Sponsor, LLC (the “Sponsor”) 1,437,500 shares of Common Stock the Company’s Class B common stock (the “Insider Shares”), for the aggregate consideration of $25,000, in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). The Insider Shares will automatically convert into Class A Common Stock at the time of the Business Combination (as defined below) on a one-for-one basis, subject to adjustment as described in the Registration Statement. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and be subject to restrictions on transfer as set forth in the Registration StatementEscrow Agreement (as defined in Section 2.24.3 below). The holders of the Insider Shares Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination, or entering into contractual arrangements with one or more businesses or entities (“Business Combination”) within the required time period. The holders of the Insider Shares Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the holders Sponsor be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If the Over-Allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to an aggregate a maximum of 375,000 187,500 Insider Shares shall be required to be forfeited by the holders thereofShares, as is necessary to maintain the Sponsor’s 20% beneficial ownership percentage of in the Company’s Common Stock held by the holders of Insider Shares at 20% after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but excluding the Representative Shares purchase by the Sponsor of any Firm Units or Private Units (defined below) and the purchase of any Firm Units in the Offering. EarlyBirdCapital, Inc._________, 2020Page 4 of 45.

Private Placements. 1.3.1. In March 2020On January 15, 2021, the Company issued an to Newbury Street Acquisition Sponsor LLC (the “Sponsor”), for aggregate consideration of 2,875,000 $25,000, 4,312,500 shares of Common Stock common stock (the “Insider Shares”), for the aggregate consideration of $25,000, ) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and be subject to restrictions on transfer as set forth in the Registration Statement. The holders of the Insider Shares Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, reorganization or other similar business combination, or entering into contractual arrangements arrangements, with one or more businesses or entities (“Business Combination”) within the required time periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The holders of the Insider Shares Sponsor shall not have conversion redemption rights with respect to the Insider Shares nor shall the holders it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, up to an aggregate 562,500 of 375,000 the Insider Shares shall be required to be forfeited by the holders thereof, as is in an amount necessary to maintain the beneficial Sponsor’s 20% ownership percentage of interest in the Company’s Common Stock held by the holders of Insider Shares at 20% after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the Representative Representative’s Shares (defined below), Private Shares (defined below) and the purchase of any Firm Units shares purchased in the OfferingOffering by the Company’s officers, directors or their affiliates (“Insiders”)). EarlyBirdCapital, Inc.__Inc. _______, 2020Page 4 of 452021

Private Placements. 1.3.1. In March 2020, the Company issued an aggregate of 2,875,000 shares of Common Stock (the “Insider Shares”), for the aggregate consideration of $25,000, in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and be subject to restrictions on transfer as set forth in the Registration Statement. The holders of the Insider Shares shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination, or entering into contractual arrangements with one or more businesses or entities (“Business Combination”) within the required time period. The holders of the Insider Shares shall not have conversion rights with respect to the Insider Shares nor shall the holders be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If the Over-Allotment Option is not exercised by the Underwriters in full or in part, up to an aggregate of 375,000 Insider Shares shall be required to be forfeited by the holders thereof, as is necessary to maintain the beneficial ownership percentage of the Company’s Common Stock held by the holders of Insider Shares at 20% after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but excluding the Representative Shares (defined below) and the purchase of any Firm Units in the Offering. EarlyBirdCapital, Inc._________, 2020Page 4 of 45.

Private Placements. 1.3.1. In March 2020On January 24, 2021, the Company issued to Archimedes Tech SPAC Partners Sponsor LLC (“Sponsor”) an aggregate of 2,875,000 shares of Common Stock (the “Insider Shares”), ) for the an aggregate consideration of $25,000, 25,000 in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and be subject to restrictions on transfer as set forth in the Registration Statement. The holders of the Insider Shares shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination, or entering into contractual arrangements with one or more businesses or entities (“Business Combination”) Combination within the required time periodperiod except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The holders of the Insider Shares shall not have conversion rights with respect to the Insider Shares nor shall the holders they be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, up to an aggregate 375,000 of 375,000 the Insider Shares shall be required to be forfeited by the holders thereof, as is in an amount necessary to maintain the beneficial holders’ 20% ownership percentage interest in the shares of the Company’s Common Stock held by the holders of Insider Shares at 20% after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but (and excluding the Representative Representative’s Shares any shares included in the Private Units (defined below) and the purchase of any Firm Units shares purchased in the Offering. EarlyBirdCapitalOffering by the Company’s Sponsor, Inc._________officers, 2020Page 4 of 45directors or their affiliates (“Insiders”)).