Common use of Unit Private Placement Clause in Contracts

Unit Private Placement. On or prior to the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to a Subscription Agreement (as defined in Section 2.21.2 below) an aggregate of 245,500 private units of the Company (collectively, the “Private Units”) at a purchase price of $10.00 per 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 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. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Subscription Agreement up to an additional 20,625 Private Units at a purchase price of $10.00 per 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 Private Units may be sold, assigned or transferred by the Sponsor or its permitted transferees until after consummation of a Business Combination. The purchase price for the Private Units to be paid by the Sponsor 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. On or prior to the Closing Date, (x) the Sponsor (and/or its designees) will purchase from the Company pursuant to a Subscription Sponsor Unit Purchase Agreement (as defined in Section 2.21.2 below2.21.2) an aggregate of 245,500 private 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 “Private Placement Units”) ), at a purchase price of $10.00 per Private 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 Private Units are identical to the Units, subject to certain exceptions; and the terms of the Private Units, the shares of Common Stock included in the Private Units, the warrants included in the Private Placement Units (the “Private Warrants”) and the Rights included in the Private Units (the “Private Rights”) are each as described in the ProspectusProspectus (as defined in Section 2.1.1). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Subscription Agreement Sponsor Unit Purchase Agreement, up to an additional 20,625 Private 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 Private 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 Private Units may be soldClosing Date or the Option Closing Date, assigned or transferred by the Sponsor or its permitted transferees until after consummation of a Business Combination. The shall have provided to the Representative evidence reasonably satisfactory to the Representative that the purchase price for the Private Placement Units to be paid by the Sponsor 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 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. On or prior to Simultaneously with the Closing Date, (x) the Sponsor (and/or its designees) will purchase from the Company pursuant to a Subscription Sponsor Unit Purchase Agreement (as defined in Section 2.21.2 2.24.2 below) an aggregate of 245,500 private 475,675 units of the Company Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Private Placement Units”) at a purchase price of $10.00 per Private 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 Private Units are identical to the Units, subject to certain exceptions; and the terms of the Private Units, the shares of Common Stock included in the Private Units, the warrants included in the Private Placement Units (the “Private Warrants”) and the Rights included in the Private Units (the “Private Rights”) are each as described in the ProspectusProspectus (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 Subscription Agreement Sponsor Unit Purchase Agreement, up to an additional 20,625 Private 52,500 Placement Units at a purchase price of $10.00 per Private 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 Private Placement Units may be sold, assigned or transferred by the Sponsor or its permitted the Representative or their respective transferees until thirty (30) days after consummation of a Business Combination. The purchase price for the Private Placement Units to be paid by the Sponsor shall be 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. On or prior to Simultaneously with the Closing Date, (x) the Sponsor (and/or its designees) will purchase from the Company pursuant to a Subscription Sponsor Unit Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 245,500 private 342,500 units of the Company Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Private Placement Units”) at a purchase price of $10.00 per Private 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 Private Units are identical to the Units, subject to certain exceptions; and the terms of the Private Units, the shares of Common Stock included in the Private Units, the warrants included in the Private Placement Units (the “Private Warrants”) and the Rights included in the Private Units (the “Private Rights”) are each as described in the ProspectusProspectus (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 Subscription Agreement Sponsor Unit Purchase Agreement, up to an additional 20,625 Private 34,125 Placement Units (the “Option Placement Units”) at a purchase price of $10.00 per Private 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 Private Placement Units may be sold, assigned or transferred by the Sponsor or its permitted the Representative or their respective transferees until after consummation of a Business Combination. The purchase price for the Private Placement Units to be paid by the Sponsor shall be 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. On or prior to the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to a Subscription Agreement (as defined in Section 2.21.2 below) an aggregate of 245,500 315,000 private units of the Company (collectively, the “Private Units”) at a purchase price of $10.00 per 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 Private Units, the shares of Common Stock 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. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Subscription Agreement up to an additional 20,625 28,125 Private Units at a purchase price of $10.00 per 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 Private Units may be sold, assigned or transferred by the Sponsor or its permitted transferees until after consummation of a Business Combination. The purchase price for the Private Units to be paid by the Sponsor 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. On or prior to Simultaneously with the Closing Date, (x) the Sponsor (and/or its designees) will purchase from the Company pursuant to a Subscription Sponsor Unit Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 245,500 private 340,000 units of the Company Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Private Placement Units”) at a purchase price of $10.00 per Private 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 Private Units are identical to the Units, subject to certain exceptions; and the terms of the Private Units, the shares of Common Stock included in the Private Units, the warrants included in the Private Placement Units (the “Private Warrants”) and the Rights included in the Private Units (the “Private Rights”) are each as described in the ProspectusProspectus (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 Subscription Agreement Sponsor Unit Purchase Agreement, up to an additional 20,625 Private 33,750 Placement Units (the “Option Placement Units”) at a purchase price of $10.00 per Private 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 Private Placement Units may be sold, assigned or transferred by the Sponsor or its permitted the Representative or their respective transferees until after consummation of a Business Combination. The purchase price for the Private Placement Units to be paid by the Sponsor shall be 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. On or prior to Simultaneously with the Closing Date, (x) the Sponsor (and/or its designees) will purchase from the Company pursuant to a Subscription Sponsor Unit Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 245,500 private 285,290 units of the Company Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Private Placement Units”) at a purchase price of $10.00 per Private 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 Private Units are identical to the Units, subject to certain exceptions; and the terms of the Private Units, the shares of Common Stock included in the Private Units, the warrants included in the Private Placement Units (the “Private Warrants”) and the Rights included in the Private Units (the “Private Rights”) are each as described in the ProspectusProspectus (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 Subscription Agreement Sponsor Unit Purchase Agreement, up to an additional 20,625 Private 30,000 Placement Units at a purchase price of $10.00 per Private 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 Private Placement Units may be sold, assigned or transferred by the Sponsor or its permitted the Representative or their respective transferees until after consummation of a Business Combination. The purchase price for the Private Placement Units to be paid by the Sponsor shall be 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. On or prior to Simultaneously with the Closing Date, (x) the Sponsor (and/or its designees) will purchase from the Company pursuant to a Subscription Sponsor Unit Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 245,500 private 325,000 units of the Company Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Private Placement Units”) at a purchase price of $10.00 per Private 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 Private Units are identical to the Units, subject to certain exceptions; and the terms of the Private Units, the shares of Common Stock included in the Private Units, the warrants included in the Private Placement Units (the “Private Warrants”) and the Rights included in the Private Units (the “Private Rights”) are each as described in the ProspectusProspectus (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 Subscription Agreement Sponsor Unit Purchase Agreement, up to an additional 20,625 Private 30,000 Placement Units at a purchase price of $10.00 per Private 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 Private Placement Units may be sold, assigned or transferred by the Sponsor or its permitted the Representative or their respective transferees until after consummation of a Business Combination. The purchase price for the Private Placement Units to be paid by the Sponsor shall be 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. On or prior to Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to a Subscription Placement Unit Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 245,500 private 346,394 units of the Company Company, which units are identical to the Units subject to certain exceptions (collectively, the “Private Placement Units”) at a purchase price of $10.00 per Private 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 Private Units are identical to the Units, subject to certain exceptions; and the terms of the Private Units, the shares of Common Stock included in the Private Units, the warrants included in the Private Placement Units (the “Private Warrants”) and the Rights included in the Private Units (the “Private Rights”) are each as described in the ProspectusProspectus (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 Subscription Agreement Placement Unit Purchase Agreement, up to an additional 20,625 Private 30,937 Placement Units at a purchase price of $10.00 per Private 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 Private Placement Units may be sold, assigned or transferred by the Sponsor or its permitted the Representative or their respective transferees until thirty (30) days after consummation of a Business Combination. The purchase price for the Private Placement Units to be paid by the Sponsor shall be 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. On or prior to Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to a Subscription Placement Unit Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 245,500 private 326,394 units of the Company Company, which units are identical to the Units subject to certain exceptions (collectively, the “Private Placement Units”) at a purchase price of $10.00 per Private 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 Private Units are identical to the Units, subject to certain exceptions; and the terms of the Private Units, the shares of Common Stock included in the Private Units, the warrants included in the Private Placement Units (the “Private Warrants”) and the Rights included in the Private Units (the “Private Rights”) are each as described in the ProspectusProspectus (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 Subscription Agreement Placement Unit Purchase Agreement, up to an additional 20,625 Private 30,937 Placement Units at a purchase price of $10.00 per Private 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 Private Placement Units may be sold, assigned or transferred by the Sponsor or its permitted the Representative or their respective transferees until thirty (30) days after consummation of a Business Combination. The purchase price for the Private Placement Units to be paid by the Sponsor shall be 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. On or prior to Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to a Subscription Private Placement Units Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 245,500 private 387,500 units of the Company Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Private Placement Units”) at a purchase price of $10.00 per Private 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 Private Units are identical to the Units, subject to certain exceptions; and the terms of the Private Units, the shares of Common Stock included in the Private Units, the warrants included in the Private Placement Units (the “Private Warrants”) and the Rights included in the Private Units (the “Private Rights”) are each as described in the Prospectus. Simultaneously with the Option Closing Date (if any)Date, the Sponsor will purchase from the Company pursuant to the Subscription Agreement Private Placement Units Purchase Agreement, up to an additional 20,625 Private 39,375 Placement Units (the “Option Placement Units”) at a purchase price of $10.00 per Private 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 Private Units may be sold, assigned or transferred by the Sponsor or its permitted transferees until after consummation of a Business Combination. The purchase price for the Private Placement Units and Option Placement Units to be paid by the Sponsor shall be 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. On or prior to Simultaneously with the Closing Date, (x) the Sponsor (and/or its designees) will purchase from the Company pursuant to a Subscription Sponsor Unit Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 245,500 private 275,000 units of the Company Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Private Placement Units”) at a purchase price of $10.00 per Private 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 Private Units are identical to the Units, subject to certain exceptions; and the terms of the Private Units, the shares of Common Stock included in the Private Units, the warrants included in the Private Placement Units (the “Private Warrants”) and the Rights included in the Private Units (the “Private Rights”) are each as described in the ProspectusProspectus (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 Subscription Agreement Sponsor Unit Purchase Agreement, up to an additional 20,625 Private 30,000 Placement Units at a purchase price of $10.00 per Private 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 Private Placement Units may be sold, assigned or transferred by the Sponsor or its permitted the Representative or their respective transferees until after consummation of a Business Combination. The purchase price for the Private Placement Units to be paid by the Sponsor shall be 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. On or prior to Simultaneously with the Closing Date, (x) the Sponsor (and/or its designees) will purchase from the Company pursuant to a Subscription Sponsor Unit Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 245,500 private 440,000 units of the Company Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Private Placement Units”) at a purchase price of $10.00 per Private 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 Private Units are identical to the Units, subject to certain exceptions; and the terms of the Private Units, the shares of Common Stock included in the Private Units, the warrants included in the Private Placement Units (the “Private Warrants”) and the Rights included in the Private Units (the “Private Rights”) are each as described in the ProspectusProspectus (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 Subscription Agreement Sponsor Unit Purchase Agreement, up to an additional 20,625 Private 40,000 Placement Units at a purchase price of $10.00 per Private 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 Private Placement Units may be sold, assigned or transferred by the Sponsor or its permitted the Representative or their respective transferees until thirty (30) days after consummation of a Business Combination. The purchase price for the Private Placement Units to be paid by the Sponsor shall be has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 twenty-four (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. On or prior to Simultaneously with the Closing Date, (x) the Sponsor (and/or its designees) will purchase from the Company pursuant to a Subscription Sponsor Unit Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 245,500 private 575,000 units of the Company Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Private Placement Units”) at a purchase price of $10.00 per Private 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 Private Units are identical to the Units, subject to certain exceptions; and the terms of the Private Units, the shares of Common Stock included in the Private Units, the warrants included in the Private Placement Units (the “Private Warrants”) and the Rights included in the Private Units (the “Private Rights”) are each as described in the ProspectusProspectus (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 Subscription Agreement Sponsor Unit Purchase Agreement, up to an additional 20,625 Private 60,000 Placement Units at a purchase price of $10.00 per Private 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 Private Placement Units may be sold, assigned or transferred by the Sponsor or its permitted the Representative or their respective transferees until thirty (30) days after consummation of a Business Combination. The purchase price for the Private Placement Units to be paid by the Sponsor shall be 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. On or prior to Simultaneously with the Closing Date, (x) the Sponsor (and/or its designees) will purchase from the Company pursuant to a Subscription Private Placement Units Purchase Agreement (as defined in Section 2.21.2 2.24.2 below) an aggregate of 245,500 private 759,000 units of the Company Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Private Placement Units”) at a purchase price of $10.00 per Private 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 Private Units are identical to the Units, subject to certain exceptions; and the terms of the Private Units, the shares of Common Stock included in the Private Units, the warrants included in the Private Placement Units (the “Private Warrants”) and the Rights included in the Private Units (the “Private Rights”) are each as described in the ProspectusProspectus (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 Subscription Agreement Private Placement Units Purchase Agreement, up to an additional 20,625 Private 90,000 Placement Units at a purchase price of $10.00 per Private 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 Private Units may be sold, assigned or transferred by the Sponsor or its permitted transferees until after consummation of a Business Combination. The purchase price for the Private Placement Units to be paid by the Sponsor shall be 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.