NOTE 4. PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor, the third-party investors, and EBC purchased an aggregate of 400,000 Private Placement Units, at a price of $10.00 per Private Placement Unit, or $4,000,000 in the aggregate, in a private placement, of which 200,000 Private Placement Units were purchased by the Sponsor, 100,000 Private Placement Units were purchased by the third-party investors, and 100,000 Private Placement Units were purchased by EBC. The Sponsor and EBC had agreed that if the over-allotment option is exercised by the underwriter in full or in part, they and/or their designees would purchase from the Company up to an additional 37,500 Private Placement Units (28,125 Private Placement Units to be purchased by the Sponsor and 9,375 Private Placement Units to be purchased by EBC or its designees) at a price of $10.00 per unit in an amount that is necessary to maintain in the Trust Account $10.05 per unit sold to the public in the Initial Public Offering. Because the over-allotment option was forfeited, no additional Private Placement Units were sold. Each Unit consists of one Private Share and one-half of one Private Warrant. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law). The Private Placement Units and underlying securities will not be transferable, assignable, or salable until the completion of a Business Combination, subject to certain exceptions. The Private Placement Units and the underlying securities are deemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant to FINRA Rule 5110(e)(1). Additionally, the Private Placement Units and underlying securities purchased by EBC may not be sold, transferred, assigned, pledged or hypothecated or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a 180-day period following the effective date of the Initial Public Offering except to any selected dealer participating in the offering and the bona fide officers or partners of the underwriter and any such participating selected dealer. EBC has agreed that the Private Placement Units and underlying securities purchased will not be sold or transferred by it (except to certain permitted transferees) until the Company has completed a Business Combination.