Common use of Private Placements Clause in Contracts

Private Placements. 1.4.1 In connection with the Company’s organization, the Company issued to KBL IV Sponsor LLC (the “Sponsor”), for an aggregate consideration of $25,000, 2,875,000 shares of Common Stock (the “Founder Shares”) in a private placement (the “Insider Private Placement”) exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), of which up to 375,000 shares are subject to forfeiture to the extent the Over-allotment Option is not exercised in full. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Insider Private Placement. Except as 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; or earlier, in each case, if, subsequent to the Business Combination, the Company consummates a transaction which results in all of the Company’s stockholders having the right to exchange their shares for cash, securities or other property. The Insider Stockholders shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The Insider Stockholders shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares such that the Founder Shares will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option and excluding the purchase of the Placement Units (as defined below) by the Sponsor.

Private Placements. 1.4.1 In connection with the Company’s organization, the Company issued to KBL IV Sponsor LLC its initial stockholders (the “SponsorInsider Stockholders”), for an aggregate consideration of $25,000, 2,875,000 shares of Common Stock (the “Founder Shares”) in a private placement (the “Insider Private Placement”) exempt from registration under Section 4(a)(24(2) of the Securities Act of 1933, as amended (the “Act”). On November 7, 2014, the Company effected a stock dividend of approximately 0.5 shares of Common Stock for each outstanding share of Common Stock, resulting in the Insider Stockholders owning an aggregate of 3,026,250 shares of Common Stock (the “Insider Shares”) (up to 382,500 of which up to 375,000 shares are subject to forfeiture to the extent the Over-allotment Option is not exercised in full). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Insider Private Placement. Except Other than in a Permitted Transfer (as described in the Registration Statementdefined below), none of the Founder Insider Shares may be sold, assigned or transferred by the Insider Stockholders until the earlier of: (i) with respect to 50% of such Insider Shares, the earlier of one year following after the date of consummation of the Business Combination; or (ii) when Combination and the date on which the closing price of the shares of Common Stock equals or exceeds $12.00 per share 12.50 for any 20 trading days within a 30-trading day pay period commencing 150 days after following the consummation of the Business Combination; Combination and (ii) with respect to the remaining 50% of such Insider Shares, one year after the date of the consummation of the Business Combination or earlier, in each either case, if, subsequent to the Business Combination, the Company consummates engages in a liquidation, merger, stock exchange or other similar transaction which results resulting in all of the Company’s stockholders having the right to exchange their shares for cash, securities or other property. The Insider Stockholders shall have no right to any liquidation distributions with respect to any portion of the Founder Insider Shares in the event the Company fails to consummate a Business Combination. The Insider Stockholders shall not have redemption rights with respect to the Founder Insider Shares. In To the event extent that the Over-allotment Option is not exercised by the Underwriters in fullfull or in part, up to 382,500 of the Sponsor Insider Shares shall be subject to forfeiture by the Insider Stockholders. The Insider Stockholders will be required to forfeit only such number of Founder Insider Shares such that the Founder Insider Shares will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the purchase of the Placement Units (as defined below) and any shares purchased by the SponsorInsider Stockholders in the Offering or in the aftermarket).

Private Placements. 1.4.1 In connection with the Company’s organizationMay 2017, the Company issued to KBL IV Sponsor Xxxxxxxx Sponsor, LLC (the “Sponsor”), for an aggregate consideration of $25,000, 2,875,000 8,625,000 shares of Common Stock Class B common stock (the “Founder Shares”) (up to 1,125,000 of which are subject to forfeiture to the extent the Over-allotment Option is not exercised in full) in a private placement (the “Insider Private Placement”) exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), of which up to 375,000 shares are subject to forfeiture to the extent the Over-allotment Option is not exercised in full. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Insider Private Placement. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Insider Stockholders Sponsor until the earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, (x) when the closing price of the shares of Common Stock exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination; or earlier, in each case, if, subsequent to (y) the Business Combination, date on which the Company consummates a transaction which results in all of the Company’s stockholders having the right to exchange their shares for cash, securities or other property. The Insider Stockholders Sponsor shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The Insider Stockholders Sponsor shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares such that the Founder Shares will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option and excluding the purchase of the Placement Units (as defined below) by the SponsorOption.

Private Placements. 1.4.1 In connection with the Company’s organization, the Company issued to KBL IV Sponsor Nevada PMV Acquisition Holding Company, LLC (the “Sponsor”) and the Company’s directors and advisors (collectively, the “Initial Stockholders”), for an aggregate consideration of $25,000, 2,875,000 shares of Common Stock (the “Founder Insider Shares”) (up to 375,000 of which are subject to forfeiture by the Sponsor to the extent the Over-allotment Option is not exercised in a full). These transactions were effectuated in private placement transactions (collectively, the “Insider Private Placement”) exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), of which up to 375,000 shares are subject to forfeiture to the extent the Over-allotment Option is not exercised in full. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Insider Private Placement. Except Other than in a Permitted Transfer (as described in the Registration Statementdefined below), none of the Founder Insider Shares may be sold, assigned or transferred by the Insider Stockholders until the earlier of: (i) one year following after the date of consummation of the Business Combination; provided that the Insider Shares may be sold, assigned or transferred by the Insider Stockholders prior to such time if (iii) when the closing price of the shares of Common Stock equals or exceeds $12.00 per share for any 20 trading days within a 30-trading day pay period commencing 150 during the 150-days after immediately following the consummation of the Business Combination; Combination or earlier, in each case, if, (ii) subsequent to the Business Combination, the Company consummates engages in a liquidation, merger, stock exchange or other similar transaction which results resulting in all of the Company’s stockholders having the right to exchange their shares for cash, securities or other property. The Insider Stockholders shall have no right to any liquidation distributions with respect to any portion of the Founder Insider Shares in the event the Company fails to consummate a Business Combination. The Insider Stockholders shall not have redemption rights with respect to the Founder Insider Shares. In To the event extent that the Over-allotment Option is not exercised by the Underwriter in fullfull or in part, up to 375,000 of the Insider Shares shall be subject to forfeiture by the Sponsor. The Sponsor will be required to forfeit only such number of Founder Insider Shares such that the Founder Insider Shares will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Underwriter’s Over-allotment Option (and excluding the purchase of the Placement Units (as defined below) any shares purchased by the SponsorInsider Stockholders in the Offering or in the aftermarket).