Common use of Unit Private Placement Clause in Contracts

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to a Placement Unit Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 270,900 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Placement Unit Purchase Agreement, up to an additional 22,500 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Securities Act pursuant to Section 4(a)(2) of the Securities Act. None of the Placement Units may be sold, assigned or transferred by the Sponsor or the Representative or their respective transferees until thirty (30) days after consummation of a Business Combination. The purchase price for the Placement Units to be paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Unit Private Placement. Simultaneously with On or prior to the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to a Placement Unit Purchase Subscription Agreement (as defined in Section 2.21.2 below) an aggregate of 270,900 315,000 private units of the Company, which units are identical to the Firm Units subject to certain exceptions Company (collectively, the “Placement Private Units”) at a purchase price of $10.00 per Placement Private Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act. The Private Units are identical to the Units, subject to certain exceptions; and the terms of the Placement Private Units, the Class A Ordinary Shares included in the Private Units, the warrants included in the Private Units (the “Private Warrants”) and the Rights included in the Private Units (the “Private Rights”) are each as described in the Prospectus (as defined in Section 2.1.1 below)Prospectus. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Placement Unit Purchase Agreement, Subscription Agreement up to an additional 22,500 Placement 28,125 Private Units at a purchase price of $10.00 per Placement Private Unit in a private placement intended to be exempt from registration under the Securities Act pursuant to Section 4(a)(2) of the Securities Act. None of the Placement Private Units may be sold, assigned or transferred by the Sponsor or the Representative or their respective its permitted transferees until thirty (30) days after consummation of a Business Combination. The purchase price for the Placement Private Units to be paid by the Sponsor has been shall be delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Unit Private Placement. Simultaneously with the Closing Date, (x) the Sponsor (and/or its designees) will purchase from the Company pursuant to a Placement Sponsor Unit Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 270,900 342,500 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Placement Sponsor Unit Purchase Agreement, up to an additional 22,500 34,125 Placement Units (the “Option Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Securities Act pursuant to Section 4(a)(2) of the Securities Act. None of the Placement Units may be sold, assigned or transferred by the Sponsor or the Representative or their respective transferees until thirty (30) days after consummation of a Business Combination. The purchase price for the Placement Units to be paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to a Private Placement Unit Units Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 270,900 325,500 units of the Company, which units are identical to the Firm Units subject to certain exceptions Company (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), ) pursuant to Section 4(a)(2) of the Securities Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any)Date, the Sponsor will purchase from the Company pursuant to the Private Placement Unit Units Purchase Agreement, up to an additional 22,500 26,325 Placement Units (the “Option Placement Units”) at a purchase price of $10.00 per Option Placement Unit in a private placement intended to be exempt from registration under the Securities Act pursuant to Section 4(a)(2) of the Securities Act. None The Placement Units and Option Placement Units are identical to the Firm Units subject to certain exceptions. The terms of the Placement Units may be sold, assigned or transferred by and Option Placement Units are as described in the Sponsor or the Representative or their respective transferees until thirty (30) days after consummation of a Business CombinationProspectus. The purchase price for the Placement Units and Option Placement Units to be paid by the Sponsor has been delivered to CST the Trustee or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Unit Private Placement. Simultaneously with the Closing Date, (x) the Sponsor (and/or its designees) will purchase from the Company pursuant to a Placement Sponsor Unit Purchase Agreement (as defined in Section 2.21.2 2.24.2 below) an aggregate of 270,900 475,675 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Placement Sponsor Unit Purchase Agreement, up to an additional 22,500 52,500 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Securities Act pursuant to Section 4(a)(2) of the Securities Act. None of the Placement Units may be sold, assigned or transferred by the Sponsor or the Representative or their respective transferees until thirty (30) days after consummation of a Business Combination. The purchase price for the Placement Units to be paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to a Private Placement Unit Units Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 270,900 292,500 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), ) pursuant to Section 4(a)(2) of the Securities Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below)Prospectus. Simultaneously with On the Option Closing Date (if any)Date, the Sponsor will purchase from the Company pursuant to the Private Placement Unit Units Purchase Agreement, up to an additional 22,500 14,625 Placement Units (the “Option Placement Units”) at a purchase price of $10.00 per Option Placement Unit in a private placement intended to be exempt from registration under the Securities Act pursuant to Section 4(a)(2) of the Securities Act. None of the Placement Units may be sold, assigned or transferred by the Sponsor or the Representative or their respective transferees until thirty (30) days after consummation of a Business Combination. The purchase price for the Placement Units and Option Placement Units to be paid by the Sponsor has been delivered to CST the Trustee or counsel to the Company or the Representative Representative, either case, to hold be held in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Unit Private Placement. Simultaneously with On or prior to the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to a Placement Unit Purchase Subscription Agreement (as defined in Section 2.21.2 below) an aggregate of 270,900 245,500 private units of the Company, which units are identical to the Firm Units subject to certain exceptions Company (collectively, the “Placement Private Units”) at a purchase price of $10.00 per Placement Private Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act. The Private Units are identical to the Units, subject to certain exceptions; and the terms of the Placement Private Units, the shares of Common Stock included in the Private Units, the warrants included in the Private Units (the “Private Warrants”) and the Rights included in the Private Units (the “Private Rights”) are each as described in the Prospectus (as defined in Section 2.1.1 below)Prospectus. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Placement Unit Purchase Agreement, Subscription Agreement up to an additional 22,500 Placement 20,625 Private Units at a purchase price of $10.00 per Placement Private Unit in a private placement intended to be exempt from registration under the Securities Act pursuant to Section 4(a)(2) of the Securities Act. None of the Placement Private Units may be sold, assigned or transferred by the Sponsor or the Representative or their respective its permitted transferees until thirty (30) days after consummation of a Business Combination. The purchase price for the Placement Private Units to be paid by the Sponsor has been shall be delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Unit Private Placement. Simultaneously with On or prior to the Closing Date, (x) the Sponsor (and/or its designees) will purchase from the Company pursuant to a Placement Sponsor Unit Purchase Agreement (as defined in Section 2.21.2 below2.21.2) an aggregate of 270,900 497,500 units of the Company, and (y) the Representative (and/or its designees) will purchase from the Company pursuant to a Representative Unit Purchase Agreement (as defined in Section 2.21.2) an aggregate of 50,000 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) ), at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities ActAct or another available exemption. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below2.1.1). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Placement Sponsor Unit Purchase Agreement, up to an additional 22,500 52,500 Placement Units and (ii) the Representative will purchase from the Company pursuant to the Representative Unit Purchase Agreement, up to an additional 7,500 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Securities Act pursuant to Section 4(a)(2) of the Securities ActAct or another available exemption. None of Prior to the Placement Units may be soldClosing Date or the Option Closing Date, assigned or transferred by the Sponsor or shall have provided to the Representative or their respective transferees until thirty (30) days after consummation of a Business Combination. The evidence reasonably satisfactory to the Representative that the purchase price for the Placement Units to be paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are is readily available to be delivered by wire transfer in immediately available funds to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to a Private Placement Unit Units Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 270,900 400,000 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), ) pursuant to Section 4(a)(2) of the Securities Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any)Date, the Sponsor will purchase from the Company pursuant to the Private Placement Unit Units Purchase Agreement, up to an additional 22,500 30,000 Placement Units (the “Option Placement Units”) at a purchase price of $10.00 per Option Placement Unit in a private placement intended to be exempt from registration under the Securities Act pursuant to Section 4(a)(2) of the Securities Act. None of the Placement Units may be sold, assigned or transferred by the Sponsor or the Representative or their respective transferees until thirty (30) days after consummation of a Business Combination. The purchase price for the Placement Units and Option Placement Units to be paid by the Sponsor has been delivered to CST Wilmington or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to a Placement Unit Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 270,900 346,394 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Placement Unit Purchase Agreement, up to an additional 22,500 30,937 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Securities Act pursuant to Section 4(a)(2) of the Securities Act. None of the Placement Units may be sold, assigned or transferred by the Sponsor or the Representative or their respective transferees until thirty (30) days after consummation of a Business Combination. The purchase price for the Placement Units to be paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to a Placement Unit Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 270,900 326,394 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Placement Unit Purchase Agreement, up to an additional 22,500 30,937 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Securities Act pursuant to Section 4(a)(2) of the Securities Act. None of the Placement Units may be sold, assigned or transferred by the Sponsor or the Representative or their respective transferees until thirty (30) days after consummation of a Business Combination. The purchase price for the Placement Units to be paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Unit Private Placement. Simultaneously with the Closing Date, (x) the Sponsor (and/or its designees) will purchase from the Company pursuant to a Placement Sponsor Unit Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 270,900 575,000 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Placement Sponsor Unit Purchase Agreement, up to an additional 22,500 60,000 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Securities Act pursuant to Section 4(a)(2) of the Securities Act. None of the Placement Units may be sold, assigned or transferred by the Sponsor or the Representative or their respective transferees until thirty (30) days after consummation of a Business Combination. The purchase price for the Placement Units to be paid by the Sponsor has been delivered to CST Wilmington Trust or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Unit Private Placement. Simultaneously with the Closing Date, (x) the Sponsor (and/or its designees) will purchase from the Company pursuant to a Placement Sponsor Unit Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 270,900 285,290 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended 1933 (the “Securities Act”), ) pursuant to Section 4(a)(2) of the Securities Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Placement Sponsor Unit Purchase Agreement, up to an additional 22,500 30,000 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Securities Act pursuant to Section 4(a)(2) of the Securities Act. None of the Placement Units may be sold, assigned or transferred by the Sponsor or the Representative or their respective transferees until thirty (30) days after consummation of a Business Combination. The purchase price for the Placement Units to be paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to a Private Placement Unit Units Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 270,900 387,500 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), ) pursuant to Section 4(a)(2) of the Securities Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below)Prospectus. Simultaneously with the Option Closing Date (if any)Date, the Sponsor will purchase from the Company pursuant to the Private Placement Unit Units Purchase Agreement, up to an additional 22,500 39,375 Placement Units (the “Option Placement Units”) at a purchase price of $10.00 per Option Placement Unit in a private placement intended to be exempt from registration under the Securities Act pursuant to Section 4(a)(2) of the Securities Act. None of the Placement Units may be sold, assigned or transferred by the Sponsor or the Representative or their respective transferees until thirty (30) days after consummation of a Business Combination. The purchase price for the Placement Units and Option Placement Units to be paid by the Sponsor has been delivered to CST the Trustee or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Unit Private Placement. Simultaneously with the Closing Date, the Company’s sponsors, Pine Tree Sponsor Group, LLC and North Penn, LLC (and/or its designeescollectively, the “Sponsors”) will purchase from the Company Company, pursuant to a Placement Unit the Sponsor Purchase Agreement (as defined in Section 2.21.2 below) hereof), an aggregate of 270,900 140,000 units (consisting of the Company72,000 units purchased by Pine Tree Sponsor Group, which LLC and 68,000 units are identical to the Firm Units subject to certain exceptions purchased by North Penn, LLC) (collectively, the “Placement Units”) ), which units are substantially identical to the Firm Units, subject to certain exceptions, at a purchase price of $10.00 per Placement Unit unit, in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Placement Unit Purchase Agreement, up to an additional 22,500 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Securities Act pursuant to Section 4(a)(2) of the Securities Act. None of the Placement Units may be sold, assigned or transferred by the Sponsor or the Representative or their respective transferees until thirty (30) days after consummation of a Business Combination. The purchase price for the Placement Units to be paid by the Sponsor Sponsors has been delivered to CST the Trustee or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or Date. The private placement of the Option Closing Date, Placement Units to the Sponsors is referred to herein as the case “Unit Private Placement.” Certain proceeds from the sale of the Placement Units shall be deposited into the Trust Account. None of the Placement Units (or underlying securities) may bebe sold, assigned or transferred by the Sponsors or their permitted transferees until 30 days after consummation of a Business Combination.

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to a Private Placement Unit Units Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 270,900 225,000 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), ) pursuant to Section 4(a)(2) of the Securities Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below)Prospectus. Simultaneously with On the Option Closing Date (if any)Date, the Sponsor will purchase from the Company pursuant to the Private Placement Unit Units Purchase Agreement, up to an additional 22,500 11,250 Placement Units (the “Option Placement Units”) at a purchase price of $10.00 per Option Placement Unit in a private placement intended to be exempt from registration under the Securities Act pursuant to Section 4(a)(2) of the Securities Act. None of the Placement Units may be sold, assigned or transferred by the Sponsor or the Representative or their respective transferees until thirty (30) days after consummation of a Business Combination. The purchase price for the Placement Units and Option Placement Units to be paid by the Sponsor has been delivered to CST the Trustee or counsel to the Company or the Representative Representative, either case, to hold be held in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.