Common use of Private Placements Clause in Contracts

Private Placements. 1.4.1. The Company has issued to certain persons and entities referenced in Part II, Item 15 of the Registration Statement (collectively, the “Insiders”), for aggregate consideration of $25,000, 2,012,500 shares of Common Stock (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(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 subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 hereof). The 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 a Business Combination within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Insiders shall not have conversion rights with respect to the Insider Shares. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 315,000 of the Insider Shares shall be subject to forfeiture by certain of the Insiders. The Insiders will be required to forfeit only a number of shares of Common Stock necessary to maintain their 20% ownership interest in the shares of Common Stock after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the purchase of the Sponsor Units and any shares purchased in the Offering).

Private Placements. 1.4.1. The Company has issued to certain persons and entities referenced in Part IICoronado Biosciences, Item 15 of the Registration Statement Inc. (collectively, the “InsidersSponsor”), for aggregate consideration of $25,000, 2,012,500 shares of Common Stock 1,150,000 Ordinary Shares (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(24(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 subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 hereof). The Insiders Sponsor subsequently transferred an aggregate of 30,000 Insider Shares to the Company’s directors (the Sponsor and such transferees hereafter collectively referred to as the “Initial Shareholders”). The 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 a Business Combination within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Insiders Initial Shareholders shall not have conversion rights with respect to the Insider Shares. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 315,000 150,000 of the Insider Shares shall be subject to forfeiture by certain of the InsidersSponsor. The Insiders Sponsor will be required to forfeit only a number of shares of Common Stock Ordinary Shares necessary to maintain their the Initial Shareholders’ 20% ownership interest in the shares of Common Stock Ordinary Shares after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the purchase of the Sponsor Private Units and any shares purchased in the Offering).

Private Placements. 1.4.1. The Company has issued to certain persons DeTiger Holdings Limited (the “Sponsor”) and entities referenced in Part II, Item 15 of the Registration Statement Company’s officers and directors (collectively, the “Insiders”), for aggregate consideration of $25,000, 2,012,500 shares of Common Stock 1,725,000 Ordinary Shares (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(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 subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 hereof). The 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 a Business Combination within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Insiders shall not have conversion rights with respect to the Insider Shares. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 315,000 225,000 of the Insider Shares shall be subject to forfeiture by certain of the InsidersSponsor. The Insiders Sponsor will be required to forfeit only a number of shares of Common Stock Ordinary Shares necessary to maintain their the Insiders’ 20% ownership interest in the shares of Common Stock Ordinary Shares after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the purchase of the Sponsor Private Units and any shares purchased in the Offering).

Private Placements. 1.4.1. The Company has issued to certain persons the individuals and entities referenced set forth in Part II, Item 15 of the Registration Statement (collectively, the “InsidersSponsors”), for aggregate consideration of $25,000, 2,012,500 1,150,000 shares of Common Stock (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(24(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 subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 hereof). The Insiders Sponsors 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 a Business Combination within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Insiders Sponsors shall not have conversion rights with respect to the Insider Shares. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 315,000 150,000 of the Insider Shares shall be subject to forfeiture by certain of the InsidersSponsors. The Insiders Sponsors will be required to forfeit only a number of shares of Common Stock necessary to maintain their the Sponsors’ 20% ownership interest in the shares of Common Stock after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the purchase of the Sponsor Private Units and any shares purchased in the Offering).

Private Placements. 1.4.1. The Company has issued to certain persons Cambridge Capital LLC (“Cambridge”) and entities referenced in Part II, Item 15 of the Registration Statement (collectively, the “Insiders”)Xxxxxx Family 2007 Trust, for aggregate consideration of $25,000, 2,012,500 shares of Common Stock (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(2) of the Securities Act of 1933, as amended (the “Act”). Such entities subsequently transferred an aggregate of 445,000 Insider Shares to various third parties as described under the heading “Certain Transactions” in the Prospectus (defined below) (collectively, the “Insiders”). 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 subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 hereof). The 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 a Business Combination within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Insiders shall not have conversion rights with respect to the Insider Shares. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 315,000 262,500 of the Insider Shares shall be subject to forfeiture by certain of the Insiders. The Insiders will be required to forfeit only a number of shares of Common Stock necessary to maintain their 20% ownership interest in the shares of Common Stock after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the purchase of the Sponsor Units and any shares purchased by the Insiders or Representative in the Offering).. EarlyBirdCapital, Inc. _____________, 2013

Private Placements. 1.4.11.3.1. The In September 2020, the Company has issued to certain persons and entities referenced in Part II, Item 15 of the Registration Statement ATAC Limited Partnership (collectively, the “InsidersSponsor”), for aggregate consideration of $25,000, 2,012,500 shares of Common Stock 2,875,000 Ordinary Shares (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(24(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 subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 hereof)Registration Statement. The Insiders 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 a any proposed Business Combination within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Insiders Sponsor shall not have conversion rights with respect to the Insider SharesShares nor shall it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 315,000 375,000 of the Insider Shares shall be subject to forfeiture by certain of the Insiders. The Insiders will be required to forfeit only a number of shares of Common Stock forfeited in an amount necessary to maintain their the Sponsor’s 20% ownership interest in the shares of Common Stock Ordinary Shares after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the purchase of the Sponsor Units Representative’s Shares and any shares purchased in the OfferingOffering by the Company’s officers, directors or their affiliates (“Insiders”).). Early Bird Capital, Inc. _________, 2020

Private Placements. 1.4.11.3.1. The Company has issued Prior to certain persons and entities referenced in Part II, Item 15 the date of the Registration Statement (collectivelythis Agreement, the “Insiders”), for Company issued an aggregate consideration of $25,000, 2,012,500 2,875,000 shares of Common Stock (the “Insider Shares”) for an aggregate of $25,000 in a private placement intended to be exempt from registration under Section 4(24(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 subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 hereof)Registration Statement. The Insiders 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 a any proposed Business Combination within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Insiders holders of the Insider Shares shall not have conversion rights with respect to the Insider SharesShares nor shall they be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 315,000 375,000 of the Insider Shares shall be subject to forfeiture by certain of the Insiders. The Insiders will be required to forfeit only a number of shares of Common Stock forfeited in an amount necessary to maintain their the holders’ 20% ownership interest in the shares of Common Stock after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the purchase of Representative’s Shares any shares included in the Sponsor Private Units (defined below) and any shares purchased in the OfferingOffering by the Company’s officers, directors or their affiliates (“Insiders”)).

Private Placements. 1.4.1. The Company has issued to certain persons and entities referenced in Part II, Item 15 of its shareholders prior to the Registration Statement Offering (collectively, the “InsidersInitial Shareholders”), for aggregate consideration of $25,000, 2,012,500 shares of Common Stock 2,070,000 Ordinary Shares (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(24(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 subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 hereof). The Insiders 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 a Business Combination within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Insiders Initial Shareholders shall not have conversion rights with respect to the Insider Shares. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 315,000 270,000 of the Insider Shares shall be subject to forfeiture by certain of the InsidersInitial Shareholders. The Insiders Initial Shareholders will be required to forfeit pro rata only a number of shares of Common Stock Ordinary Shares necessary to maintain their the Initial Shareholders’ 20% ownership interest in the shares of Common Stock Ordinary Shares after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the purchase of the Sponsor Private Units and any shares purchased in the Offering).

Private Placements. 1.4.11.3.1. The On August 5, 2020, the Company has issued to certain persons and entities referenced in Part II, Item 15 of the Registration Statement BWA Holdings LLC (collectively, the “InsidersSponsor”), for aggregate consideration of $25,000, 2,012,500 3,593,750 shares of Common Stock (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(24(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 subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 hereof)Registration Statement. The Insiders 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 a any proposed Business Combination within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Insiders Sponsor shall not have conversion rights with respect to the Insider SharesShares nor shall it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 315,000 468,750 of the Insider Shares shall be subject to forfeiture by certain of the Insiders. The Insiders will be required to forfeit only a number of shares of Common Stock forfeited in an amount necessary to maintain their the Sponsor’s 20% ownership interest in the shares of Common Stock after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the purchase of the Sponsor Units Representative’s Shares and any shares purchased in the OfferingOffering by the Company’s officers, directors or their affiliates (“Insiders”)).

Private Placements. 1.4.1. The Company has issued to certain persons and entities referenced in Part II, Item 15 of the Registration Statement (collectively, the “Insiders”), for aggregate consideration of $25,000, 2,012,500 1,725,000 shares of Common Stock (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(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 subject to restrictions on transfer as set forth in Until six months after the Escrow Agreement consummation of a Business Combination (as defined in Section 2.24.3 hereof)1.4.2) with respect to 50% of the Insider Shares and until one year after the consummation of a Business Combination with respect to the remaining 50% of the Insider Shares, except in certain limited situations, the Insiders will not be able to sell or transfer the Insider Shares. The 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 a Business Combination within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Insiders shall not have conversion rights with respect to the Insider Shares. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 315,000 225,000 of the Insider Shares shall be subject to forfeiture by certain of the Insiders. The Insiders will be required to forfeit only a number of shares of Common Stock necessary to maintain their 20% ownership interest in the shares of Common Stock after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the purchase of the Sponsor Units Shares and any shares purchased in the Offering).

Private Placements. 1.4.11.3.1. The In September 2020, the Company has issued to certain persons and entities referenced in Part II, Item 15 of the Registration Statement ATAC Limited Partnership (collectively, the “InsidersSponsor”), for aggregate consideration of $25,000, 2,012,500 shares of Common Stock 2,875,000 Ordinary Shares (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(24(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 subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 hereof)Registration Statement. The Insiders 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 a any proposed Business Combination within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Insiders Sponsor shall not have conversion rights with respect to the Insider SharesShares nor shall it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 315,000 375,000 of the Insider Shares shall be subject to forfeiture by certain of the Insiders. The Insiders will be required to forfeit only a number of shares of Common Stock forfeited in an amount necessary to maintain their the Sponsor’s 20% ownership interest in the shares of Common Stock Ordinary Shares after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the purchase of the Sponsor Units Representative’s Shares and any shares purchased in the OfferingOffering by the Company’s officers, directors or their affiliates (“Insiders”)).

Private Placements. 1.4.11.3.1. The In August 2019, the Company has issued to certain persons and entities referenced in Part IIGalileo Founders Holdings, Item 15 of the Registration Statement L.P. (collectively, the “InsidersSponsor”), for aggregate consideration of $25,000, 2,012,500 shares of Common Stock 2,875,000 Ordinary Shares (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(24(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 subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 hereof)Registration Statement. The Insiders 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 a any proposed Business Combination within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Insiders Sponsor shall not have conversion rights with respect to the Insider SharesShares nor shall it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 315,000 375,000 of the Insider Shares shall be subject to forfeiture by certain of the Insiders. The Insiders will be required to forfeit only a number of shares of Common Stock forfeited in an amount necessary to maintain their the Sponsor’s 20% ownership interest in the shares of Common Stock Ordinary Shares after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the purchase of the Sponsor Units Representative’s Shares and any shares purchased in the OfferingOffering by the Company’s officers, directors or their affiliates (“Insiders”).). EarlyBirdCapital, Inc. __________, 2019

Private Placements. 1.4.1. The Company has issued to certain persons Cambridge Capital LLC (“Cambridge”) and entities referenced in Part II, Item 15 of the Registration Statement (collectively, the “Insiders”)Xxxxxx Family 2007 Trust, for aggregate consideration of $25,000, 2,012,500 shares of Common Stock (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(2) of the Securities Act of 1933, as amended (the “Act”). Such entities subsequently transferred an aggregate of 445,000 Insider Shares to various third parties as described under the heading “Certain Transactions” in the Prospectus (defined below) (collectively, the “Insiders”). 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 subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 hereof). The 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 a Business Combination within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Insiders shall not have conversion rights with respect to the Insider Shares. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 315,000 262,500 of the Insider Shares shall be subject to forfeiture by certain of the Insiders. The Insiders will be required to forfeit only a number of shares of Common Stock necessary to maintain their 20% ownership interest in the shares of Common Stock after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the purchase of the Sponsor Units and any shares purchased by the Insiders or Representative in the Offering).