Common use of Acquisition/Liquidation Procedure Clause in Contracts

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's stockholders for their approval ("Business Combination Vote") even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus), the Company will be liquidated and will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "Liquidation Value." With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO Shares. At the time the Company seeks approval of any potential Business Combination, the Company will offer each of holders of the Company's Common Stock issued in this Offering ("IPO Shares") the right to convert their IPO Shares at a per share price equal to the amount in the Trust Fund (inclusive of any interest income therein) on the record date ("Conversion Price") for determination of stockholders entitled to vote upon the proposal to approve such Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's IPO Shares vote against such approval of a Business Combination, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares vote against approval of any potential Business Combination, the Company will not proceed with such Business Combination and will not convert such shares.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's stockholders for their approval ("Business Combination Vote") even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus), the Company will be liquidated and will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "Liquidation Value." The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and approved by GGK. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO SharesShares present, in person or by proxy, at a meeting of the Company's stockholders called for such purpose. At the time the Company seeks approval of any potential Business Combination, the Company will offer each holder of holders of the Company's Common Stock issued in this Offering ("IPO Shares") the right to convert their IPO Shares at a per share price ("Conversion Price") equal to the amount in the Trust Fund (inclusive of any interest income therein) on calculated as of two business days prior to the record date ("Conversion Price") for determination consummation of stockholders entitled to vote upon the proposal to approve such proposed Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's IPO Shares vote against such approval of a Business Combinationelect to convert their IPO Shares, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares Shares, who vote against approval of any potential Business Combination, elect to convert their IPO Shares, the Company will not proceed with such Business Combination and will not convert such shares.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's stockholders for their approval ("Business Combination Vote") even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus), the Company will be liquidated and will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "Liquidation Value." With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO Shares. At the time the Company seeks approval of any potential Business Combination, the Company will offer each of holders of the Company's Common Stock issued in this Offering ("IPO Shares") the right to convert their IPO Shares at a per share price equal to the amount in the Trust Fund (inclusive of any interest income therein) on the record date ("Conversion Price") for determination of stockholders entitled to vote upon the proposal to approve such Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and audited by BDOGGK. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's IPO Shares vote against such approval of a Business Combination, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares vote against approval of any potential Business Combination, the Company will not proceed with such Business Combination and will not convert such shares.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's stockholders for their approval ("Business Combination Vote") even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus), the Company will be liquidated and will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "Liquidation Value." The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and approved by GGK. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO SharesShares present, in person or by proxy, at a meeting of the Company's stockholders called for such purpose. At the time the Company seeks approval of any potential Business Combination, the Company will offer each holder of holders of the Company's Common Stock issued in this Offering ("IPO Shares") the right to convert their IPO Shares at a per share price ("Conversion Price") equal to the amount in the Trust Fund (inclusive of any interest income therein) on calculated as of two business days prior to the record date ("Conversion Price") for determination consummation of stockholders entitled to vote upon the proposal to approve such proposed Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's IPO Shares which vote against such approval of a the Business CombinationCombination elect to convert their IPO Shares, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares Shares, who vote against approval of any potential Business Combination, elect to convert their IPO Shares, the Company will not proceed with such Business Combination and will not convert such shares.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's ’s stockholders for their approval ("“Business Combination Vote"”) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus), the Company will be liquidated and will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "’s “Liquidation Value." ” The Company’s “Liquidation Value” shall mean the Company’s book value, as determined by the Company and approved by GGK. In no event, however, will the Company’s Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO SharesShares present, in person or by proxy, at a meeting of the Company’s stockholders called for such purpose. At the time the Company seeks approval of any potential Business Combination, the Company will offer each of holders holder of the Company's ’s Common Stock issued in this Offering ("“IPO Shares"”) the right to convert their IPO Shares at a per share price (“Conversion Price”) equal to the amount in the Trust Fund (inclusive of any interest income therein) on calculated as of two business days prior to the record date ("Conversion Price") for determination consummation of stockholders entitled to vote upon the proposal to approve such proposed Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's ’s IPO Shares vote against such approval of a Business Combinationelect to convert their IPO Shares, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares Shares, who vote against approval of any potential Business Combination, elect to convert their IPO Shares, the Company will not proceed with such Business Combination and will not convert such shares.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's ’s stockholders for their approval ("“Business Combination Vote"”) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable the laws of the state lawof Delaware; and (ii) that, in the event that the Company does not effect a Business Combination within 18 twenty-four (24) months from the consummation of the offering (the “Termination Date”), this Offering (subject shall trigger an automatic winding-up of the Company and the trust account will be liquidated to extension for an additional six-month period, as holders of IPO shares in the manner described in the Prospectus)Sale Preliminary Prospectus and the Prospectus as soon as reasonably practicable, and subject to the requirements of the laws of the state of Delaware. For purposes of this Section 8.4, the term “IPO shares” means the Common Stock contained in the public securities. 8.4.1 Upon liquidation of the Trust Account, subject to the requirements of the laws of the State of Delaware, the Company will be liquidated and will distribute only to all the holders of IPO Shares (defined below) an aggregate sum equal to the Company's "’s Liquidation Value." With respect to the Business Combination Vote, the Company which sum shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of be distributed Pro Rata among the holders of a majority of the IPO Shares. At The Company’s “Liquidation Value” means: (i) all of the time all principal and accrued interest contained within the Trust Account, less any amounts previously distributed to the Company seeks approval out of any potential Business Combinationthe interest earned on the Trust Account pursuant to the terms of the Trust Agreement (after payment of, the Company will offer each or provision for, applicable taxes and claims of holders creditors) PLUS (ii) all cash and other liquid assets (which shall be reduced to cash as part of the Company's Common Stock issued ’s winding up) then held by the Company outside of the Trust Account, all as distributed in this Offering ("IPO Shares") the right to convert their IPO Shares at a per share price equal amounts to the amount in the Trust Fund (inclusive of any interest income therein) on the record date ("Conversion Price") for determination of stockholders entitled to vote upon the proposal to approve such Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean the Company's book value, holders as determined by the Company and audited by BDO. In no eventCST, however, will the Company's Liquidation Value be less than as trustee of the Trust Fund, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's IPO Shares vote against such approval of a Business Combination, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business CombinationAccount. Only holders of IPO Shares as of the record date for the distribution shall be entitled to receive liquidating distributions with respect to the IPO Shares they beneficially own and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders , including the shares of 20% or more in interest of Common Stock held by the IPO Shares vote against approval of any potential Business Combination, Existing Stockholders prior to the Company will not proceed with such Business Combination Offering (but shall include Common Stock underlying the Placement Warrants and will not convert such sharesCommon Stock purchased by Existing Stockholders after the Offering).

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's ’s stockholders for their approval ("“Business Combination Vote"”) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable the laws of the state lawof Delaware; and (ii) that, in the event that the Company does not effect a Business Combination within 18 twenty-four (24) months from the consummation of the offering (the “Termination Date”), this Offering (subject shall trigger an automatic winding-up of the Company and the Trust Account will be liquidated to extension for an additional six-month period, as holders of IPO Shares in the manner described in the Prospectus)Sale Preliminary Prospectus and the Prospectus as soon as reasonably practicable, and subject to the requirements of the laws of the State of Delaware. For purposes of this Section 7, the term “IPO shares” means the Common Stock contained in the Public Securities. 7.4.1 Upon liquidation of the Trust Account, subject to the requirements of the laws of the State of Delaware, the Company will be liquidated and will distribute only to all the holders of IPO Shares (defined below) an aggregate sum equal to the Company's "’s Liquidation Value." With respect to the Business Combination Vote, the Company which sum shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of be distributed pro rata among the holders of a majority of the IPO Shares. At The Company’s “Liquidation Value” means: (i) all of the time principal and accrued interest contained within the Trust Account, less any amounts previously distributed to the Company seeks approval out of any potential Business Combinationthe interest earned on the Trust Account pursuant to the terms of the Trust Agreement (after payment of, the Company will offer each or provision for, applicable taxes and claims of holders creditors) PLUS (ii) all cash and other liquid assets (which shall be reduced to cash as part of the Company's Common Stock issued ’s winding up) then held by the Company outside of the Trust Account, all as distributed in this Offering ("IPO Shares") the right to convert their IPO Shares at a per share price equal amounts to the amount in the Trust Fund (inclusive of any interest income therein) on the record date ("Conversion Price") for determination of stockholders entitled to vote upon the proposal to approve such Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean the Company's book value, holders as determined by the Company and audited by BDO. In no eventCST, however, will the Company's Liquidation Value be less than as trustee of the Trust Fund, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's IPO Shares vote against such approval of a Business Combination, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business CombinationAccount. Only holders of IPO Shares as of the record date for the distribution shall be entitled to receive liquidating distributions with respect to the IPO Shares they beneficially own and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders , including the shares of 20% or more in interest of Common Stock held by the IPO Shares vote against approval of any potential Business Combination, Existing Stockholders prior to the Company will not proceed with such Business Combination Offering (but shall include Common Stock underlying the Placement Warrants and will not convert such sharesCommon Stock purchased by Existing Stockholders after the Offering).

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's stockholders for their approval ("Business Combination Vote") even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus), the Company will be liquidated and will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "Liquidation Value." The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and approved by GGK. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO SharesShares present, in person or by proxy, at a meeting of the Company's stockholders called for such purpose. At the time the Company seeks approval of any potential Business Combination, the Company will offer each of holders holder of the Company's Common Stock issued in this Offering ("IPO Shares") the right to convert their IPO Shares at a per share price ("Conversion Price") equal to the amount in the Trust Fund (inclusive of any interest income therein) on calculated as of two business days prior to the record date ("Conversion Price") for determination consummation of stockholders entitled to vote upon the proposal to approve such proposed Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's IPO Shares vote against such approval of a Business Combinationelect to convert their IPO Shares, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares Shares, who vote against approval of any potential Business Combination, elect to convert their IPO Shares, the Company will not proceed with such Business Combination and will not convert such shares.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's stockholders for their approval ("“Business Combination Vote"”) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus), the Company will be liquidated and will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "’s “Liquidation Value." ” The Company’s “Liquidation Value” shall mean the Company’s book value, as determined by the Company and approved by GGK. In no event, however, will the Company’s Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO SharesShares present, in person or by proxy, at a meeting of the Company’s stockholders called for such purpose. At the time the Company seeks approval of any potential Business Combination, the Company will offer each of holders holder of the Company's ’s Common Stock issued in this Offering ("“IPO Shares"”) the right to convert their IPO Shares at a per share price (“Conversion Price”) equal to the amount in the Trust Fund (inclusive of any interest income therein) on calculated as of two business days prior to the record date ("Conversion Price") for determination consummation of stockholders entitled to vote upon the proposal to approve such proposed Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's ’s IPO Shares vote against such approval of a Business Combinationelect to convert their IPO Shares, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares Shares, who vote against approval of any potential Business Combination, elect to convert their IPO Shares, the Company will not proceed with such Business Combination and will not convert such shares.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's ’s stockholders for their approval ("the “Business Combination Vote"”) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering offering (subject to extension for an additional six-month period, as described in the Prospectus), the Company will be liquidated and will distribute to all holders of IPO Shares (as defined below) an aggregate sum equal to the Company's "’s “Liquidation Value." ”. The Company’s “Liquidation Value” means the Company’s book value, as determined by the Company and approved by its independent accountant. In no event, however, will the Company’s Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. Only holders of IPO Shares shall be entitled to receive liquidating distributions with respect to the IPO Shares they beneficially own and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them it immediately prior to this Offering the consummation of the offering in accordance with the vote of the holders of a majority of the IPO SharesShares present, in person or by proxy, at a meeting of the Company’s stockholders called for such purpose. At the time the Company seeks approval of any potential Business Combination, the Company will offer each of holders holder of the Company's ’s Common Stock issued in this Offering offering ("the “IPO Shares"”) the right to convert their IPO Shares at a per share price (the “Conversion Price”) equal to the amount in the Trust Fund (inclusive of any interest income therein) on calculated as of two business days prior to the record date ("Conversion Price") for determination consummation of stockholders entitled to vote upon the proposal to approve such proposed Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's ’s IPO Shares vote against such approval of a Business Combinationelect to convert their IPO Shares, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares Shares, who vote against approval of any potential Business Combination, elect to convert their IPO Shares, the Company will not proceed with such Business Combination and will not convert such shares.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's ’s stockholders for their approval ("“Business Combination Vote"”) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable the laws of the state lawof Delaware; and (ii) that, in the event that the Company does not effect a Business Combination business combination within 18 twenty-four (24) months from the consummation of the offering (the “Termination Date”), this Offering (subject shall trigger an automatic winding-up of the Company and the trust account will be liquidated to extension for an additional six-month period, as holders of IPO shares in the manner described in the Prospectus)Sale Preliminary Prospectus and the Prospectus as soon as reasonably practicable, and subject to the requirements of the laws of the state of Delaware. For purposes of this Section 8.4, the term “IPO shares” means the Common Stock contained in the public securities. 8.4.1 Upon liquidation of the Trust Account, subject to the requirements of the laws of the State of Delaware, the Company will be liquidated and will distribute only to all the holders of IPO Shares (defined below) an aggregate sum equal to the Company's "’s Liquidation Value." With respect to the Business Combination Vote, the Company which sum shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of be distributed Pro Rata among the holders of a majority of the IPO Shares. At The Company’s “Liquidation Value” means: (i) all of the time all principal and accrued interest contained within the Trust Account, less any amounts previously distributed to the Company seeks approval out of any potential Business Combinationthe interest earned on the Trust Account pursuant to the terms of the Trust Agreement (after payment of, the Company will offer each or provision for, applicable taxes and claims of holders creditors) PLUS (ii) all cash and other liquid assets (which shall be reduced to cash as part of the Company's Common Stock issued ’s winding up) then held by the Company outside of the Trust Account, all as distributed in this Offering ("IPO Shares") the right to convert their IPO Shares at a per share price equal amounts to the amount in the Trust Fund (inclusive of any interest income therein) on the record date ("Conversion Price") for determination of stockholders entitled to vote upon the proposal to approve such Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean the Company's book value, holders as determined by the Company and audited by BDO. In no eventCST, however, will the Company's Liquidation Value be less than as trustee of the Trust Fund, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's IPO Shares vote against such approval of a Business Combination, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business CombinationAccount. Only holders of IPO Shares as of the record date for the distribution shall be entitled to receive liquidating distributions with respect to the IPO Shares they beneficially own and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders , including the shares of 20% or more in interest of Common Stock held by the IPO Shares vote against approval of any potential Business Combination, Existing Stockholders prior to the Company will not proceed with such Business Combination Offering (but shall include Common Stock underlying the Placement Warrants and will not convert such sharesCommon Stock purchased by Existing Stockholders after the Offering).

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's ’s stockholders for their approval ("“Business Combination Vote"”) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional six-month period, as described required time periods set forth in the Prospectus)Registration Statement, the Company will be liquidated and will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "’s “Liquidation Value." ” The Company’s “Liquidation Value” shall mean the Company’s book value, as determined by the Company and approved by M&K. In no event, however, will the Company’s Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO SharesShares present, in person or by proxy, at a meeting of the Company’s stockholders called for such purpose. At the time the Company seeks approval of any potential Business Combination, the Company will offer each holder of holders of the Company's Common Stock issued in this Offering ("“IPO Shares"”) the right to convert their IPO Shares at a per share price (“Conversion Price”) equal to the amount in the Trust Fund (inclusive of any interest income therein) on calculated as of two business days prior to the record date ("Conversion Price") for determination consummation of stockholders entitled to vote upon the proposal to approve such proposed Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean If a majority of the Company's book value, as determined by holders of IPO Shares present and entitled to vote on the Company Business Combination vote in favor of such Business Combination and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 2030% in interest of the Company's ’s IPO Shares vote against such approval of a Business Combinationelect to convert their IPO Shares, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 2030% or more in interest of the IPO Shares Shares, who vote against approval of any potential Business Combination, elect to convert their IPO Shares, the Company will not proceed with such Business Combination and will not convert such shares. The provisions of this Section 8.8 may not be modified, amended or deleted under any circumstances.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's stockholders for their approval ("“Business Combination Vote"”) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 24 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus)Effective Date, the Company will be liquidated and will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "’s “Liquidation Value." ” The Company’s “Liquidation Value” shall mean the Company’s book value, as determined by the Company and approved by BDO. In no event, however, will the Company’s Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO SharesShares present, in person or by proxy, at a meeting of the Company’s stockholders called for such purpose. At the time the Company seeks approval of any potential Business Combination, the Company will offer each holder of holders of the Company's Common Stock issued in this Offering ("“IPO Shares"”) the right to convert their IPO Shares at a per share price (“Conversion Price”) equal to the amount in the Trust Fund (inclusive of any interest income therein) on calculated as of two business days prior to the record date ("Conversion Price") for determination consummation of stockholders entitled to vote upon the proposal to approve such proposed Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean If a majority of the Company's book value, as determined by holders of IPO Shares present and entitled to vote on the Company Business Combination vote in favor of such Business Combination and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 2030% in interest of the Company's ’s IPO Shares vote against such approval of a Business Combinationelect to convert their IPO Shares, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 2030% or more in interest of the IPO Shares Shares, who vote against approval of any potential Business Combination, elect to convert their IPO Shares, the Company will not proceed with such Business Combination and will not convert such shares. The provisions of this Section 8.8 may not be modified, amended or deleted under any circumstances.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's ’s stockholders for their approval ("“Business Combination Vote"”) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state lawlaw and will publicly announce the record date establishing the stockholders that will be entitled to vote at the meeting to approve the Business Combination at least two business days prior to such record date; and (ii) that, in the event that the Company does not effect a Business Combination within 18 24 months from the consummation of this the Offering, or 30 months from the consummation of the Offering (subject to extension for an additional sixif a definitive agreement has been executed within 24 months after the consummation of the Offering and the Business Combination has not been consummated within such 24-month period, as described in the Prospectus), the Company will be liquidated and will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "’s “Liquidation Value." ” The Company’s “Liquidation Value” shall mean the Company’s book value, as determined by the Company and approved by BDO. In no event, however, will the Company’s Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon after any permitted distributions to the Company as set forth in Section 2.23 hereof. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock Shares owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO SharesShares present, in person or by proxy, at a meeting of the Company’s stockholders called for such purpose. At the time the Company seeks approval of any potential Business Combination, the Company will offer each holder of holders of the Company's Common Stock Shares issued in this Offering ("“IPO Shares"”) the right to convert their IPO Shares at a per share price (“Conversion Price”) equal to the amount in the Trust Fund (inclusive of any interest income thereintherein after any permitted distributions to the Company as set forth in Section 2.23 hereof) on calculated as of two business days prior to the record date ("Conversion Price") for determination consummation of stockholders entitled to vote upon the proposal to approve such proposed Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean If a majority of the Company's book value, as determined by holders of IPO Shares present and entitled to vote on the Company Business Combination vote in favor of such Business Combination and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 2040% in interest of the Company's ’s IPO Shares vote against such approval of a Business Combinationelect to convert their IPO Shares, the Company may, but will not be required to, proceed with such Business Combination. Notwithstanding the foregoing, a holder of IPO Shares, together with any affiliate of his or any other person with whom he is acting in concert or as a ‘‘group’’ (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking conversion rights with respect to 10% or more of the IPO Shares. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 2040% or more in interest of the IPO Shares Shares, who vote against approval of any potential Business Combination, elect to convert their IPO Shares, the Company will not proceed with such Business Combination and will not convert such shares. The provisions of this Section 7.6 may not be modified, amended or deleted under any circumstances.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's stockholders shareholders for their approval ("“Business Combination Vote"”) even if the nature of the acquisition is such as would not ordinarily require stockholder shareholder approval under applicable state lawlaw and will publicly announce the record date establishing the shareholders that will be entitled to vote at the meeting to approve the Business Combination at least two business days prior to such record date; and (ii) that, in the event that the Company does not effect a Business Combination within 18 24 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus)Effective Date, the Company will be liquidated and will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "’s “Liquidation Value." ” The Company’s “Liquidation Value” shall mean the Company’s book value, as determined by the Company and approved by UHY. In no event, however, will the Company’s Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders Shareholders to vote the shares of Common Stock Ordinary Shares owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO SharesShares present, in person or by proxy, at a meeting of the Company’s shareholders called for such purpose. At the time the Company seeks approval of any potential Business Combination, the Company will offer each holder of holders of the Company's Common Stock Ordinary Shares issued in this Offering ("“IPO Shares"”) the right to convert their IPO Shares at a per share price (“Conversion Price”) equal to the amount in the Trust Fund (inclusive of any interest income therein) on calculated as of two business days prior to the record date ("Conversion Price") for determination consummation of stockholders entitled to vote upon the proposal to approve such proposed Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean If a majority of the Company's book value, as determined by holders of IPO Shares present and entitled to vote on the Company Business Combination vote in favor of such Business Combination and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 2030% in interest of the Company's ’s IPO Shares vote against such approval of a Business Combinationelect to convert their IPO Shares, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 2030% or more in interest of the IPO Shares Shares, who vote against approval of any potential Business Combination, elect to convert their IPO Shares, the Company will not proceed with such Business Combination and will not convert such shares. The provisions of this Section 8.8 may not be modified, amended or deleted under any circumstances.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's stockholders for their approval ("Business Combination Vote") even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus), the Company will be liquidated and will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "Liquidation Value." With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO Shares. At the time the Company seeks approval of any potential Business Combination, the Company will offer each of holders of the Company's Common Stock issued in this Offering ("IPO Shares") the right to convert their IPO Shares at a per share price equal to the amount in the Trust Fund (inclusive of any interest income therein) on the record date ("Conversion Price") for determination of stockholders entitled to vote upon the proposal to approve such Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's IPO Shares vote against such approval of a Business Combination, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares vote against approval of any potential Business Combination, the Company will not proceed with such Business Combination and will not convert such shares.)

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any its initial Business Combination, it will submit such transaction any proposed Business Combinations to the Company's ’s stockholders for their approval ("the “Business Combination Vote"”) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect consummate a Business Combination within 18 twenty-four (24) months from the consummation date of this Offering (subject to extension for an additional six-month period, as described in the Prospectus), the Company will be liquidated promptly liquidate and will distribute to all holders of IPO Shares Units (as defined belowherein) an aggregate sum equal to the Company's "’s Liquidation Value." With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO Shares. At the time the Company seeks approval of any potential Business Combination, the Company will offer each of holders of the Company's Common Stock issued in this Offering Value ("IPO Shares") the right to convert their IPO Shares at a per share price equal to the amount in the Trust Fund (inclusive of any interest income therein) on the record date ("Conversion Price") for determination of stockholders entitled to vote upon the proposal to approve such Business Combination ("Record Date") divided by the total number of IPO Sharesas defined herein). The Company's "’s “Liquidation Value" ” shall mean be the Company's ’s book value, as determined by the Company and audited approved by BDOits independent accountant. In no event, however, will the Company's ’s Liquidation Value be less than the amount of funds in the Trust FundAccount, inclusive of any net interest income thereon. If holders (net of less than 20% in taxes payable on such interest income and after release to the Company of an aggregate amount up to $2,250,000 of interest income, after tax, to fund the Company's IPO Shares vote against such approval of a Business Combination, ’s working capital requirements) thereon except to the Company may, but will extent there are creditors’ claims not be required to, proceed with such Business Combination. If satisfied by amounts outside the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business CombinationTrust Account. Only holders of shares of Common Stock underlying IPO Shares Units shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. There will be no distribution from the Trust Account with respect to the Warrants, which will expire worthless if the Company is liquidated. In addition, in connection with the Business Combination Vote and the vote required to amend the Company’s charter to provide for the Company’s perpetual existence, the Company shall cause the Founders to vote the shares of Common Stock owned by them immediately prior to the consummation of the offering in accordance with the vote of the holders of a majority of the shares of Common Stock underlying IPO Units present, in person or by proxy, at a meeting of the Company’s stockholders called for such purposes. At any time when the Company seeks approval of its initial Business Combination, the Company will offer each holder of the Company’s Common Stock issued in this offering (the “IPO Units”) that votes against such Business Combination the right to convert such holder’s IPO Units at a per Unit price (the “Conversion Price”) equal to the amount in the Trust Account, including all accrued interest income (net of taxes payable on such interest income and after release to the Company of up to $2,250,000 of interest income, after tax, to fund the Company’s working capital requirements), as of two business days prior to the consummation of the initial Business Combination, divided by the total number of IPO Units. If holders of 20less than 30% in interest of the Company’s IPO Units vote against the applicable Business Combination and elect to convert their IPO Units into cash at the Conversion Price and the other conditions in the Prospectus are satisfied, the Company may proceed with such Business Combination. In the event that the Business Combination is consummated, for each holder of IPO Units who affirmatively requested that such Units be converted and who voted against the Business Combination, the Company will convert such holder’s IPO Units into cash at the Conversion Price. If holders of 30% or more in interest of the IPO Shares Units vote against approval of any a potential Business CombinationCombination and elect to convert their IPO Units into cash at the Conversion Price, the Company will not proceed with such Business Combination and will not convert such sharesIPO Units.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's ’s stockholders for their approval ("“Business Combination Vote"”) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus), the Company will be liquidated and will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "’s “Liquidation Value." ” The Company’s “Liquidation Value” shall mean the Company’s book value, as determined by the Company and approved by Xxxxxx. In no event, however, will the Company’s Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO SharesShares present, in person or by proxy, at a meeting of the Company’s stockholders called for such purpose. At the time the Company seeks approval of any potential Business Combination, the Company will offer each holder of holders of the Company's Common Stock issued in this Offering ("“IPO Shares"”) the right to convert their IPO Shares at a per share price (“Conversion Price”) equal to the amount in the Trust Fund (inclusive of any interest income therein) on calculated as of two business days prior to the record date ("Conversion Price") for determination consummation of stockholders entitled to vote upon the proposal to approve such proposed Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's ’s IPO Shares vote against such approval of a Business Combinationelect to convert their IPO Shares, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares Shares, who vote against approval of any potential Business Combination, elect to convert their IPO Shares, the Company will not proceed with such Business Combination and will not convert such shares.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's stockholders for their approval ("Business Combination Vote") even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 12 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus), the Company Trust Fund will be liquidated and will distribute distributed to all holders of IPO Shares (defined below) an aggregate sum equal its Class B Common Stock and the Company will dissolve and liquidate. The Trust Fund will be distributed to all holders of the Class B Common Stock and the Company's "Liquidation Value." With respect remaining net assets, if any, will be distributed to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares holders of Common Stock owned by them immediately prior to sold in this Offering in accordance with the vote of the holders of a majority of the IPO SharesOffering. At the time the Company seeks approval of any potential Business Combination, the Company will offer each of holders of the Company's Class B Common Stock issued in this Offering ("IPO Shares") the right to convert their IPO Shares at a per share price equal to the amount in the Trust Fund (inclusive of any interest income therein) on calculated as of two business days prior to the record date proposed consummation of the Business Combination ("Conversion Price") for determination of stockholders entitled to vote upon the proposal to approve such Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's IPO Shares vote against such approval of a Business Combination, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares vote against approval of any potential Business Combination, the Company will not proceed with such Business Combination and will not convert such shares.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's stockholders for their approval ("“Business Combination Vote"”) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional six-month period, as described required time periods set forth in the Prospectus)Registration Statement, the Company will be liquidated and will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "’s “Liquidation Value." ” The Company’s “Liquidation Value” shall mean the Company’s book value, as determined by the Company and approved by BDO. In no event, however, will the Company’s Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO SharesShares present, in person or by proxy, at a meeting of the Company’s stockholders called for such purpose. At the time the Company seeks approval of any potential Business Combination, the Company will offer each holder of holders of the Company's Common Stock issued in this Offering ("“IPO Shares"”) the right to convert their IPO Shares at a per share price (“Conversion Price”) equal to the amount in the Trust Fund (inclusive of any interest income therein) on calculated as of two business days prior to the record date ("Conversion Price") for determination consummation of stockholders entitled to vote upon the proposal to approve such proposed Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean If a majority of the Company's book value, as determined by holders of IPO Shares present and entitled to vote on the Company Business Combination vote in favor of such Business Combination and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 2033-1/3% in interest of the Company's ’s IPO Shares vote against such approval of a Business Combinationelect to convert their IPO Shares, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 2033-1/3% or more in interest of the IPO Shares Shares, who vote against approval of any potential Business Combination, elect to convert their IPO Shares, the Company will not proceed with such Business Combination and will not convert such shares. The provisions of this Section 8.8 may not be modified, amended or deleted under any circumstances.

Acquisition/Liquidation Procedure. (a) The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's ’s stockholders for their approval ("“Business Combination Vote"”) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional six-month periodperiod or any extension upon the prior consent of holders of 95% or more of the Company’s outstanding Ordinary Shares, each as described in the ProspectusProspectus)(the “Termination Date”), the Company will be liquidated shall take all action necessary to dissolve the Corporation and liquidate the Trust Account to holders of IPO Shares as soon as reasonably practicable, in accordance with Cayman Islands Law. Upon liquidation of the Trust Account, the Company will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to $10.00 per unit (plus a portion of the interest earned, but net of (i) taxes payable on interest earned, and (ii) up to $2,000,000 of interest income released to the Company to fund its working capital), plus a pro rata share of any remaining net assets, subject to any valid claims by the Company's "Liquidation Value’s creditors that are not covered by amounts held in the Trust Fund or the indemnities provided by the Company’s Sponsor. Only holders of IPO Shares (as defined below) shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company, including the Ordinary Shares underlying the Placement Warrants." (b) With respect to the Business Combination Vote, the Company shall cause all each of the Initial Stockholders has agreed to vote the shares of Common Stock Ordinary Shares owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO SharesShares voted by the holders of the IPO Shares in connection with the Business Combination Vote. At the time the Company seeks approval of any potential Business Combination, the Company will offer each of the holders of the Company's Common Stock Ordinary Shares issued in this Offering ("the “IPO Shares"”) the right to convert redeem their IPO Shares at a per share price equal to $10.00 (the amount in “Redemption Price”) (plus a portion of the Trust Fund interest earned, but net of (inclusive i) taxes payable on interest earned, and (ii) up to $2,000,000 of any interest income therein) on the record date ("Conversion Price") for determination of stockholders entitled released to vote upon the proposal to approve such Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereonto fund its working capital). If holders of less than 2035.00% in interest of the Company's ’s IPO Shares vote against such approval of a Business Combination, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert redeem shares, based upon the Conversion Redemption Price, from those holders of IPO Shares who affirmatively requested such conversion redemption and who voted against the Business Combination. If holders of 35.00% or more in interest of the IPO Shares vote against approval of any potential Business Combination, the Company will not proceed with such Business Combination and will not redeem such shares. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares vote against approval of any potential Business Combination, the Company will not proceed with such Business Combination and will not convert such shares.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's stockholders for their approval ("Business Combination Vote") even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 24 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus)Effective Date, the Company will be liquidated and will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "Liquidation Value." The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and approved by Xxxxxx. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO SharesShares present, in person or by proxy, at a meeting of the Company's stockholders called for such purpose. At the time the Company seeks approval of any potential Business Combination, the Company will offer each holder of holders of the Company's Common Stock issued in this Offering ("IPO Shares") the right to convert their IPO Shares at a per share price ("Conversion Price") equal to the amount in the Trust Fund (inclusive of any interest income therein) on calculated as of two business days prior to the record date ("Conversion Price") for determination consummation of stockholders entitled to vote upon the proposal to approve such proposed Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean If a majority of the Company's book value, as determined by holders of IPO Shares present and entitled to vote on the Company Business Combination vote in favor of such Business Combination and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's IPO Shares vote against such approval of a Business Combinationelect to convert their IPO Shares, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares Shares, who vote against approval of any potential Business Combination, elect to convert their IPO Shares, the Company will not proceed with such Business Combination and will not convert such shares. The provisions of this Section 8.8 may not be modified, amended or deleted under any circumstances.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's stockholders for their approval ("Business Combination Vote") even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus), the Company will be liquidated and will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "Liquidation Value." The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and audited by CPA. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering Offering, as well as any shares of Common Stock acquired in connection with or following the offering, in accordance with the vote of the holders of a majority of the IPO SharesShares present, in person or by proxy, at a meeting of the Company's stockholders called for the Business Combination Vote. At the time the Company seeks approval of any potential Business Combination, the Company will offer each holder of holders of the Company's Common Stock issued in this Offering ("IPO Shares") the right to convert their IPO Shares at a per share price ("Conversion Price") equal to the amount in the Trust Fund (inclusive of any interest income therein) on calculated as of two business days prior to the record date ("Conversion Price") for determination consummation of stockholders entitled to vote upon the proposal to approve such proposed Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's IPO Shares vote against such approval of a Business Combinationelect to convert their IPO Shares, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares Shares, who vote against approval of any potential Business Combination, elect to convert their IPO Shares, the Company will not proceed with such Business Combination and will not convert such shares.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's stockholders for their approval ("Business Combination Vote") even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus), the Company will be liquidated and will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "Liquidation Value." The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and approved by Xxxxxx. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders Existing Stockholder to vote the shares of Common Stock owned by them it immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO SharesShares present, in person or by proxy, at a meeting of the Company's stockholders called for such purpose. At the time the Company seeks approval of any potential Business Combination, the Company will offer each of holders holder of the Company's Common Stock issued in this Offering ("IPO Shares") the right to convert their IPO Shares at a per share price ("Conversion Price") equal to the amount in the Trust Fund (inclusive of any interest income therein) on calculated as of two business days prior to the record date ("Conversion Price") for determination consummation of stockholders entitled to vote upon the proposal to approve such proposed Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's IPO Shares vote against such approval of a Business Combinationelect to convert their IPO Shares, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares Shares, who vote against approval of any potential Business Combination, elect to convert their IPO Shares, the Company will not proceed with such Business Combination and will not convert such shares.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's ’s stockholders for their approval ("“Business Combination Vote"”) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus), the Company will be liquidated and will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "’s “Liquidation Value." ” With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO SharesShares present, in person, or by proxy, at a meeting of the Company’s Stockholders. At the time the Company seeks approval of any potential Business Combination, the Company will offer each of holders holder of the Company's ’s Common Stock issued in this Offering ("the “IPO Shares"”) the right to convert their IPO Shares at a per share price equal to the amount in the Trust Fund (exclusive of the Escrowed Fees and accrued interest thereon, and inclusive of any interest income thereinaccruing with respect to the net proceeds attributable to the IPO Shares, net of taxes payable) on the record date ("the “Conversion Price"”) for determination of stockholders entitled to vote upon the proposal to approve such Business Combination ("the “Record Date"”) divided by the total number of IPO Shares. The Company's "’s “Liquidation Value" ” shall mean the Company's ’s book valuevalue (including the Escrowed Fees and interest accrued thereon, net of taxes payable), as determined by the Company and audited by BDOMECG. In no event, however, will the Company's ’s Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereonaccruing with respect to the net proceeds attributable to the IPO Shares. If holders of less than 20% in interest of the Company's ’s IPO Shares vote against such approval of a Business Combination, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert sharesshares upon the consummation of a Business Combination, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares vote against approval of any potential Business Combination, the Company will not proceed with such Business Combination and will not convert such shares.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's stockholders for their approval ("“Business Combination Vote"”) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 24 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus)Effective Date, the Company will be liquidated and will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "’s “Liquidation Value." ” The Company’s “Liquidation Value” shall mean the Company’s book value, as determined by the Company and approved by GGK. In no event, however, will the Company’s Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO SharesShares present, in person or by proxy, at a meeting of the Company’s stockholders called for such purpose. At the time the Company seeks approval of any potential Business Combination, the Company will offer each holder of holders of the Company's Common Stock issued in this Offering ("“IPO Shares"”) the right to convert their IPO Shares at a per share price (“Conversion Price”) equal to the amount in the Trust Fund (inclusive of any interest income therein) on calculated as of two business days prior to the record date ("Conversion Price") for determination consummation of stockholders entitled to vote upon the proposal to approve such proposed Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean If a majority of the Company's book value, as determined by holders of IPO Shares present and entitled to vote on the Company Business Combination vote in favor of such Business Combination and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's ’s IPO Shares vote against such approval of a Business Combinationelect to convert their IPO Shares, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares Shares, who vote against approval of any potential Business Combination, elect to convert their IPO Shares, the Company will not proceed with such Business Combination and will not convert such shares. The provisions of this Section 8.8 may not be modified, amended or deleted under any circumstances.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's stockholders for their approval ("“Business Combination Vote"”) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus), the Company Trust Fund will be liquidated and will distribute distributed to all holders of IPO Shares (defined below) an aggregate sum equal its Class B Common Stock and the Company will dissolve and liquidate. The Trust Fund will be distributed to all holders of the Class B Common Stock and the Company’s remaining net assets, if any, will be distributed to the Company's "Liquidation Value." With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares holders of Common Stock owned by them immediately prior to sold in this Offering in accordance with the vote of the holders of a majority of the IPO SharesOffering. At the time the Company seeks approval of any potential Business Combination, the Company will offer each of holders of the Company's ’s Class B Common Stock issued in this Offering ("“IPO Shares"”) the right to convert their IPO Shares at a per share price equal to the amount in the Trust Fund (inclusive of any interest income therein) on calculated as of two business days prior to the record date ("Conversion Price") for determination proposed consummation of stockholders entitled to vote upon the proposal to approve such Business Combination ("Record Date"“Conversion Price”) divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's ’s IPO Shares vote against such approval of a Business Combination, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares vote have both voted against approval of any potential Business CombinationCombination and elected to convert their IPO Shares as described above, the Company will not proceed with such Business Combination and will not convert such shares.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's stockholders for their approval ("“Business Combination Vote"”) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus), the Company will be liquidated and will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "’s “Liquidation Value." ” The Company’s “Liquidation Value” shall mean the Company’s book value, as determined by the Company and approved by Exxxxx. In no event, however, will the Company’s Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. With respect to the Business Combination Vote, the Company shall cause all of the Initial Existing Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO SharesShares present, in person or by proxy, at a meeting of the Company’s stockholders called for such purpose. At the time the Company seeks approval of any potential Business Combination, the Company will offer each of holders holder of the Company's ’s Common Stock issued in this Offering ("“IPO Shares"”) the right to convert their IPO Shares at a per share price (“Conversion Price”) equal to the amount in the Trust Fund (inclusive of any interest income therein) on calculated as of two business days prior to the record date ("Conversion Price") for determination consummation of stockholders entitled to vote upon the proposal to approve such proposed Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's ’s IPO Shares vote against such approval of a Business Combinationelect to convert their IPO Shares, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares Shares, who vote against approval of any potential Business Combination, elect to convert their IPO Shares, the Company will not proceed with such Business Combination and will not convert such shares.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's stockholders for their approval ("Business Combination Vote") even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable the laws of the state lawof Delaware; and (ii) that, in the event that the Company does not effect a Business Combination within 18 twenty-four (24) months from the consummation of the offering (the "Termination Date"), this Offering (subject shall trigger an automatic winding-up of the Company and the trust account will be liquidated to extension for an additional six-month period, as holders of IPO shares in the manner described in the Prospectus)Sale Preliminary Prospectus and the Prospectus as soon as reasonably practicable, and subject to the requirements of the laws of the state of Delaware. For purposes of this Section 8.4, the term "IPO shares" means the Common Stock contained in the public securities. 8.4.1 Upon liquidation of the Trust Account, subject to the requirements of the laws of the State of Delaware, the Company will be liquidated and will distribute only to all the holders of IPO Shares (defined below) an aggregate sum equal to the Company's "Liquidation Value." With respect to the Business Combination Vote, the Company which sum shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of be distributed Pro Rata among the holders of a majority of the IPO Shares. At the time the Company seeks approval of any potential Business Combination, the Company will offer each of holders of the Company's Common Stock issued in this Offering ("IPO Shares") the right to convert their IPO Shares at a per share price equal to the amount in the Trust Fund (inclusive of any interest income therein) on the record date ("Conversion Price") for determination of stockholders entitled to vote upon the proposal to approve such Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean means: (i) all of the Company's book valueall principal and accrued interest contained within the Trust Account, as determined by less any amounts previously distributed to the Company and audited by BDO. In no event, however, will out of the Company's Liquidation Value be less than interest earned on the Trust FundAccount pursuant to the terms of the Trust Agreement (after payment of, inclusive or provision for, applicable taxes and claims of any net interest income thereon. If holders of less than 20% in interest creditors) PLUS (ii) all cash and other liquid assets (which shall be reduced to cash as part of the Company's IPO Shares vote against such approval of a Business Combination, winding up) then held by the Company mayoutside of the Trust Account, but will not be required toall as distributed in amounts to the holders as determined by CST, proceed with such Business Combination. If as trustee of the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business CombinationTrust Account. Only holders of IPO Shares as of the record date for the distribution shall be entitled to receive liquidating distributions with respect to the IPO Shares they beneficially own and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders , including the shares of 20% or more in interest of Common Stock held by the IPO Shares vote against approval of any potential Business Combination, Existing Stockholders prior to the Company will not proceed with such Business Combination Offering (but shall include Common Stock underlying the Placement Warrants and will not convert such sharesCommon Stock purchased by Existing Stockholders after the Offering).

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's stockholders for their approval ("Business Combination Vote") even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus), the Company will be liquidated and will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "Liquidation Value." With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO Shares. At the time the Company seeks approval of any potential Business Combination, the Company will offer each of holders of the Company's Common Stock issued in this Offering ("IPO Shares") the right to convert their IPO Shares at a per share price equal to the amount in the Trust Fund (inclusive of any interest income therein) on the record date ("Conversion Price") for determination of stockholders entitled to vote upon the proposal to approve such Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and audited by BDOGGK. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's IPO Shares vote against such approval of a Business Combination, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares vote against approval of any potential Business Combination, the Company will not proceed with such Business Combination and will not convert such shares.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's stockholders for their approval ("Business Combination VoteBUSINESS COMBINATION VOTE") even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus), the Company will be liquidated and will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "Liquidation Value." The Company's "LIQUIDATION VALUE" shall mean the Company's book value, as determined by the Company and approved by GGK. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon (net of taxes payable). Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO SharesShares present, in person or by proxy, at a meeting of the Company's stockholders called for such purpose. At the time the Company seeks approval of any potential Business Combination, the Company will offer each of holders holder of the Company's Common Stock issued in this Offering ("IPO SharesSHARES") the right to convert their IPO Shares at a per share price ("CONVERSION PRICE") equal to the amount in the Trust Fund (inclusive of any interest income therein) on calculated as of two business days prior to the record date ("Conversion Price") for determination consummation of stockholders entitled to vote upon the proposal to approve such proposed Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's IPO Shares vote against such approval of a Business Combinationelect to convert their IPO Shares, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares Shares, who vote against approval of any potential Business Combination, elect to convert their IPO Shares, the Company will not proceed with such Business Combination and will not convert such shares.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's stockholders for their approval ("Business Combination Vote") even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus), the Company will be liquidated and will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "Liquidation Value." With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO Shares. At the time the Company seeks approval of any potential Business Combination, the Company will offer each of holders of the Company's Common Stock issued in this Offering ("IPO Shares") the right to convert their IPO Shares at a per share price equal to the amount in the Trust Fund (inclusive of any interest income therein) on the record date ("Conversion Price") for determination of stockholders entitled to vote upon the proposal to approve such Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and audited by BDOCPA. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's IPO Shares vote against such approval of a Business Combination, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering, as well as any shares of Common Stock acquired in connection with or following the offering, in accordance with the vote of the holders of 20% or more in interest a majority of the IPO Shares vote against approval present, in person or by proxy, at a meeting of any potential the Company's stockholders called for the Business Combination, the Company will not proceed with such Business Combination and will not convert such shares.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's stockholders for their approval ("Business Combination Vote") even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus), the Company will be liquidated and will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "Liquidation Value." With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO SharesShares present, in person or by proxy, at a meeting of the Company's stockholders called for such purpose. At the time the Company seeks approval of any potential Business Combination, the Company will offer each of holders holder of the Company's Common Stock issued in this Offering (the "IPO Shares") the right to convert their IPO Shares at a per share price equal to the amount in the Trust Fund (inclusive of any interest income therein) on the record date (the "Conversion Price") for determination of stockholders entitled to vote upon the proposal to approve such Business Combination (the "Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and audited by BDOMK. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's IPO Shares vote against such approval of a Business Combinationelect to convert their IPO Shares, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares Shares, who vote against approval of any potential Business Combination, elect to convert their IPO Shares, the Company will not proceed with such Business Combination and will not convert such shares.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's ’s stockholders for their approval ("“Business Combination Vote"”) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state lawlaw and will publicly announce the record date determining the shareholders entitled to vote at the meeting to approve the Business Combination at least two business days prior to such record date; and (ii) that, in the event that the Company does not effect a Business Combination within 18 24 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus)Effective Date, the Company will be liquidated and will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "’s “Liquidation Value." ” The Company’s “Liquidation Value” shall mean the Company’s book value, as determined by the Company and approved by BDO. In no event, however, will the Company’s Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO SharesShares present, in person or by proxy, at a meeting of the Company’s stockholders called for such purpose. At the time the Company seeks approval of any potential Business Combination, the Company will offer each holder of holders of the Company's Common Stock issued in this Offering ("“IPO Shares"”) the right to convert their IPO Shares at a per share price (“Conversion Price”) equal to the amount in the Trust Fund (inclusive of any interest income therein) on calculated as of two business days prior to the record date ("Conversion Price") for determination consummation of stockholders entitled to vote upon the proposal to approve such proposed Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean If a majority of the Company's book value, as determined by holders of IPO Shares present and entitled to vote on the Company Business Combination vote in favor of such Business Combination and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 2030% in interest of the Company's ’s IPO Shares vote against such approval of a Business Combinationelect to convert their IPO Shares, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 2030% or more in interest of the IPO Shares Shares, who vote against approval of any potential Business Combination, elect to convert their IPO Shares, the Company will not proceed with such Business Combination and will not convert such shares. In addition, the Initial Stockholders, officers, directors and senior advisor of the Company have agreed, and the Company shall cause the Initial Stockholders, officers, directors and senior advisor of the Company, to vote the shares acquired by them (whether directly or through an affiliate) (i) prior to the public offering and the Private Placement, (ii) in the Private Placement, (iii) issuable upon exercise of any warrants (to the extent exercised), and (iv) any shares acquired in connection with or following the public offering, in favor of an amendment to the Company’s Certificate of Incorporation to extend the Company’s corporate life. The provisions of this Section 7.6 may not be modified, amended or deleted under any circumstances.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's stockholders for their approval ("Business Combination VoteBUSINESS COMBINATION VOTE") even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus), the Company will be liquidated and will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "Liquidation Value." With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO Shares. At the time the Company seeks approval of any potential Business Combination, the Company will offer each of holders of the Company's Common Stock issued in this Offering (the "IPO SharesSHARES") the right to convert their IPO Shares at a per share price equal to the amount in the Trust Fund (inclusive of any interest income therein) on the record date (the "Conversion PriceCONVERSION PRICE") for determination of stockholders entitled to vote upon the proposal to approve such Business Combination (the "Record DateRECORD DATE") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and audited by BDOGGK. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's IPO Shares vote against such approval of a Business Combination, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares vote against approval of any potential Business Combination, the Company will not proceed with such Business Combination and will not convert such shares.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's ’s stockholders for their approval ("“Business Combination Vote"”) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus), the Company Trust Fund will be liquidated and will distribute distributed to all holders of IPO Shares (defined below) an aggregate sum equal its Class B Common Stock and the Company will dissolve and liquidate. The Trust Fund will be distributed to all holders of the Class B Common Stock and the Company’s remaining net assets, if any, will be distributed to the Company's "Liquidation Value." With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares holders of Common Stock owned by them immediately prior to sold in this Offering in accordance with the vote of the holders of a majority of the IPO SharesOffering. At the time the Company seeks approval of any potential Business Combination, the Company will offer each of holders of the Company's ’s Class B Common Stock issued in this Offering ("“IPO Shares"”) the right to convert their IPO Shares at a per share price equal to the amount in the Trust Fund (inclusive of any interest income therein) on calculated as of two business days prior to the record date ("Conversion Price") for determination proposed consummation of stockholders entitled to vote upon the proposal to approve such Business Combination ("Record Date"“Conversion Price”) divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's ’s IPO Shares vote against such approval of a Business Combination, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares vote have both voted against approval of any potential Business CombinationCombination and elected to convert their IPO Shares as discussed above, the Company will not proceed with such Business Combination and will not convert such shares.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's ’s stockholders for their approval ("“Business Combination Vote"”) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus), the Company Trust Fund will be liquidated and will distribute distributed to all holders of IPO Shares (defined below) an aggregate sum equal its Class B Common Stock and the Company will dissolve and liquidate. The Trust Fund will be distributed to all holders of the Class B Common Stock and the Company’s remaining net assets, if any, will be distributed to the Company's "Liquidation Value." With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares holders of Common Stock owned by them immediately prior to sold in this Offering in accordance with the vote of the holders of a majority of the IPO SharesOffering. At the time the Company seeks approval of any potential Business Combination, the Company will offer each of holders of the Company's ’s Class B Common Stock issued in this Offering ("“IPO Shares"”) the right to convert their IPO Shares at a per share price equal to the amount in the Trust Fund (inclusive of any interest income therein) on calculated as of two business days prior to the record date ("Conversion Price") for determination proposed consummation of stockholders entitled to vote upon the proposal to approve such Business Combination ("Record Date"“Conversion Price”) divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's ’s IPO Shares vote against such approval of a Business Combination, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares vote have both voted against approval of any potential Business CombinationCombination and elected to convert their IPO Shares as described above, the Company will not proceed with such Business Combination and will not convert such shares.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's stockholders for their approval ("Business Combination Vote") even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 24 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus)Effective Date, the Company will be liquidated and will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "Liquidation Value." The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and approved by GGK. In no event, however, will the Company's Liquidation Value be less than the Trust, inclusive of any net interest income thereon. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO SharesShares present, in person or by proxy, at a meeting of the Company's stockholders called for such purpose. At the time the Company seeks approval of any potential Business Combination, the Company will offer each holder of holders of the Company's Common Stock issued in this Offering ("IPO Shares") the right to convert their IPO Shares at a per share price ("Conversion Price") equal to the amount in the Trust Fund (inclusive of any interest income thereintherein net of taxes on such interest) on calculated as of two business days prior to the record date ("Conversion Price") for determination consummation of stockholders entitled to vote upon the proposal to approve such proposed Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean If a majority of the Company's book value, as determined by holders of IPO Shares present and entitled to vote on the Company Business Combination vote in favor of such Business Combination and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's IPO Shares vote against such approval of a Business Combinationelect to convert their IPO Shares, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares Shares, who vote against approval of any potential Business Combination, elect to convert their IPO Shares, the Company will not proceed with such Business Combination and will not convert such shares. The provisions of this Section 8.8 may not be modified, amended or deleted under any circumstances.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's ’s stockholders for their approval ("“Business Combination Vote"”) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 24 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus)Effective Date, the Company will be liquidated and will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "’s “Liquidation Value." ” The Company’s “Liquidation Value” shall mean the Company’s book value, as determined by the Company and approved by M&K. In no event, however, will the Company’s Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon after any permitted distributions to the Company as set forth in Section 2.23 hereof. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO SharesShares present, in person or by proxy, at a meeting of the Company’s stockholders called for such purpose. At the time the Company seeks approval of any potential Business Combination, the Company will offer each holder of holders of the Company's Common Stock issued in this Offering ("“IPO Shares"”) the right to convert their IPO Shares at a per share price (“Conversion Price”) equal to the amount in the Trust Fund (inclusive of any interest income thereintherein after any permitted distributions to the Company as set forth in Section 2.23 hereof) on calculated as of two business days prior to the record date ("Conversion Price") for determination consummation of stockholders entitled to vote upon the proposal to approve such proposed Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean If a majority of the Company's book value, as determined by holders of IPO Shares present and entitled to vote on the Company Business Combination vote in favor of such Business Combination and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's ’s IPO Shares vote against such approval of a Business Combinationelect to convert their IPO Shares, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares Shares, who vote against approval of any potential Business Combination, elect to convert their IPO Shares, the Company will not proceed with such Business Combination and will not convert such shares. The provisions of this Section 7.6 may not be modified, amended or deleted under any circumstances.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's stockholders for their approval ("Business Combination VoteBUSINESS COMBINATION VOTE") even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state lawlaw and will publicly announce the record date determining the shareholders entitled to vote at the meeting to approve the Business Combination at least two business days prior to such record date; and (ii) that, in the event that the Company does not effect a Business Combination within 18 24 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus)Effective Date, the Company will be liquidated and will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "LIQUIDATION VALUE." The Company's "Liquidation Value." shall mean the Company's book value, as determined by the Company and approved by Xxxxxxxxx. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO SharesShares present, in person or by proxy, at a meeting of the Company's stockholders called for such purpose. At the time the Company seeks approval of any potential Business Combination, the Company will offer each holder of holders of the Company's Common Stock issued in this Offering ("IPO SharesSHARES") the right to convert their IPO Shares at a per share price ("CONVERSION PRICE") equal to the amount in the Trust Fund (inclusive of any interest income therein) on calculated as of two business days prior to the record date ("Conversion Price") for determination consummation of stockholders entitled to vote upon the proposal to approve such proposed Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean If a majority of the Company's book value, as determined by holders of IPO Shares present and entitled to vote on the Company Business Combination vote in favor of such Business Combination and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's IPO Shares vote against such approval of a Business Combinationelect to convert their IPO Shares, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares Shares, who vote against approval of any potential Business Combination, elect to convert their IPO Shares, the Company will not proceed with such Business Combination and will not convert such shares. In addition, the Initial Stockholders, officers, directors and senior advisor of the Company have agreed, and the Company shall cause the Initial Stockholders, officers, directors and senior advisor of the Company, to vote the shares acquired by them (whether directly or through an affiliate) (i) prior to the public offering and the Private Placement, (ii) in the Private Placement, (iii) issuable upon conversion of the Convertible Loans, (iv) issuable upon exercise of any warrants, including the Incentive Warrants (to the extent exercised), and (v) any shares acquired in connection with or following the public offering, in favor of an amendment to the Company's Amended and Restated Certificate of Incorporation to extend the Company's corporate life. The provisions of this Section 7.6 may not be modified, amended or deleted under any circumstances.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's ’s stockholders for their approval ("the “Business Combination Vote"”) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering offering (subject to extension for an additional six-month period, as described in the Prospectus), the Company will be liquidated promptly initiate procedures to liquidate and will distribute to all holders of IPO Shares Units (as defined below) an aggregate sum equal to the Company's "’s “Liquidation Value." With respect ” (less approximate reservation for liabilities). Such procedures will include the adoption of a plan of dissolution and liquidation by the Company’s Board of Directors and the presentation of such plan to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO Shares. At the time the Company seeks approval of any potential Business Combination, the Company will offer each of holders of the Company's Common Stock issued in this Offering ("IPO Shares") the right to convert their IPO Shares at a per share price equal to the amount in the Trust Fund (inclusive of any interest income therein) on the record date ("Conversion Price") for determination of stockholders entitled to vote upon the proposal to approve such Business Combination ("Record Date") divided by the total number of IPO Shares’s stockholders. The Company's "’s “Liquidation Value" shall mean ” means the Company's ’s book value, as determined by the Company and audited approved by BDOits independent accountant. In no event, however, will the Company's ’s Liquidation Value be less than the amount in the Trust FundAccount, inclusive of any net interest income thereon. If holders (after payment of, or provision for applicable taxes and up to $1.6 million of less than 20% in interest of income, after tax, on the Company's IPO Shares vote against such approval of a Business Combination, trust account balance previously released to the Company mayto fund its working capital requirements, but will including the costs of dissolution and liquidation) thereon except to the extent there are creditors’ claims not be required to, proceed with satisfied by amounts in such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business CombinationTrust Account. Only holders of IPO Shares Units shall be entitled to receive liquidating distributions with respect to the IPO Units they beneficially own and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. There will be no distribution from the Trust Account with respect to the Warrants, which will expire worthless if the Company is liquidated. With respect to the Business Combination Vote, the Company shall cause the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to the consummation of the offering in accordance with the vote of the holders of a majority of the IPO Units present, in person or by proxy, at a meeting of the Company’s stockholders called for such purpose. At the time the Company seeks approval of any potential Business Combination (prior to the consummation of its initial Business Combination), the Company will offer each holder of the Company’s Common Stock issued in this offering (the “IPO Units”) that votes against such Business Combination the right to convert their IPO Units at a per Unit price (the “Conversion Price”) equal to the amount in the Trust Account (inclusive of any interest income therein, after payment of, or provision for, applicable taxes and up to $1.6 million of interest income on the trust account balance previously released to the Company to fund its working capital requirements, including the costs of dissolution and liquidation) calculated as of two business days prior to the consummation of the proposed Business Combination divided by the total number of IPO Units. If holders of less than 20% in interest of the Company’s IPO Units elect to convert their IPO Units, the Company may proceed with such Business Combination. In any such event, the Company will convert Units, based upon the Conversion Price, from those holders of IPO Units who affirmatively requested such conversion and who voted against the Business Combination. If holders of 20% or more in interest of the IPO Shares Units, who vote against approval of any potential Business Combination, elect to convert their IPO Units, the Company will not proceed with such Business Combination and will not convert such sharesUnits.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's ’s stockholders for their approval ("“Business Combination Vote"”) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus), the Company will be liquidated and will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "’s “Liquidation Value." ” The Company’s “Liquidation Value” shall mean the Company’s book value, as determined by the Company and audited by Mxxxxx & Bxxxxx, P.C. In no event, however, will the Company’s Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering Offering, as well as any shares of Common Stock acquired in connection with or following the offering, in accordance with the vote of the holders of a majority of the IPO SharesShares present, in person or by proxy, at a meeting of the Company’s stockholders called for the Business Combination Vote. At the time the Company seeks approval of any potential Business Combination, the Company will offer each of holders of the Company's ’s Common Stock issued in this Offering ("the “IPO Shares"”) the right to convert their IPO Shares at a per share price equal to the amount in the Trust Fund (inclusive of any interest income therein) on the record date ("the “Conversion Price"”) for determination of stockholders entitled to vote upon the proposal to approve such Business Combination ("the “Record Date"”) divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's ’s IPO Shares vote against such approval of a Business Combination, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares vote against approval of any potential Business Combination, the Company will not proceed with such Business Combination and will not convert such shares.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's ’s stockholders for their approval ("“Business Combination Vote"”) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus), the Company Trust Account, together with the other assets of the Company, will be liquidated and the Company and/or the Trustee will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "’s “Liquidation Value." ” The Company’s “Liquidation Value” shall mean the Company’s book value, as determined by the Company and approved by GGK. In no event, however, will the Company’s Liquidation Value be less than the Trust Account, inclusive of any net interest income thereon (net of taxes on such interest). Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders GTI Capital Partners LLC to vote the shares of Common Stock owned by them it immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO SharesShares present, in person or by proxy, at a meeting of the Company’s stockholders called for such purpose. At the time the Company seeks approval of any potential Business Combination, the Company will offer each of holders holder of the Company's ’s Common Stock issued in this Offering ("“IPO Shares"”) the right to convert their IPO Shares at a per share price (“Conversion Price”) equal to the amount in the Trust Fund Account (inclusive of any interest income therein, net of taxes on such interest) on calculated as of two business days prior to the record date ("Conversion Price") for determination consummation of stockholders entitled to vote upon the proposal to approve such proposed Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's ’s IPO Shares vote against such approval of a Business Combinationelect to convert their IPO Shares, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares Shares, who vote against approval of any potential Business Combination, elect to convert their IPO Shares, the Company will not proceed with such Business Combination and will not convert such shares.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any its initial Business Combination, it will submit such transaction to the Company's stockholders for their approval (the "Business Combination Vote") even if the nature of the acquisition is such as Business Combination would not ordinarily otherwise require stockholder approval under applicable state lawlaw or stock exchange rules; and (ii) that, in the event that the Company does not effect a its initial Business Combination within 18 24 months from the consummation date hereof, the Company's corporate existence will terminate and the Board of this Offering (subject Directors and the officers of the Company shall take all such action necessary to extension for an additional six-month period, as described distribute the assets of the Company in compliance with Section 281(b) of the Delaware General Corporation Law and all amounts in the Prospectus), Trust Account plus any other net assets of the Company will not used for or reserved to pay obligations and claims or such other corporate expense relating to or arising from the Company's plan of liquidation and distribution, including costs of dissolving and liquidating the Company, shall be liquidated and will distribute distributed on a pro rata basis to all holders of the IPO Shares (as defined below) an aggregate sum equal ). The Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company other than IPO Shares. There will be no distribution from the Trust Account with respect to the Company's "Liquidation Value." Warrants, which will expire worthless if the Company is so liquidated. With respect to the Business Combination Vote, the Company shall cause all of the each Initial Stockholders Stockholder to vote the shares of Common Stock owned by them it immediately prior to this Offering the consummation of the offering in accordance with the vote of the holders of a majority of the IPO SharesShares present, in person or by proxy, at a meeting of the Company's stockholders called for such purpose. At the time the Company seeks approval of any potential Business Combination, the Company will offer each of holders Any holder of the Company's Common Stock issued in this Offering offering (the "IPO Shares") who votes against the right Company's initial Business Combination may, prior to or contemporaneous with such vote, demand that the Company convert their his or her IPO Shares into cash. If such a demand is made, in the event that the initial Business Combination is approved and is consummated by the Company, the Company shall convert such shares into cash at a per share conversion price equal to the quotient determined by dividing (i) the amount in the Trust Fund Account (inclusive of any interest income therein) on thereon), calculated as of two business days prior to the record date ("Conversion Price") for determination proposed consummation of stockholders entitled to vote upon the proposal to approve such Business Combination ("Record Date") divided by (ii) the total number of IPO Shares. The Company's Shares (the "Liquidation Value" shall mean the Company's book value, as determined by the Company and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereonConversion Price"). If holders of less than 2030% in interest of the Company's IPO Shares vote against such approval of a Business Combinationelect to convert their IPO Shares, the Company may, but will not be required to, proceed with such Business Combination. If In any such event, the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 2030% or more in interest of the IPO Shares vote against approval of any potential the Company's initial Business CombinationCombination and elect to convert their IPO Shares into cash, the Company will not proceed with such Business Combination and will not convert such shares.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's stockholders for their approval ("Business Combination VoteBUSINESS COMBINATION VOTE") even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus), the Company will be liquidated and will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "Liquidation Value." With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO Shares. At the time the Company seeks approval of any potential Business Combination, the Company will offer each of holders of the Company's Common Stock issued in this Offering ("IPO Shares") the right to convert their IPO Shares at a per share price equal to the amount in the Trust Fund (inclusive of any interest income therein) on the record date ("Conversion Price") for determination of stockholders entitled to vote upon the proposal to approve such Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation ValueLIQUIDATION VALUE" shall mean the Company's book valuevalue (including the Escrowed Fees and interest accrued thereon, net of taxes payable), as determined by the Company and audited approved by BDOGGK. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders ( and each of their permitted transferees) to vote the shares of Common Stock owned by them in favor of a proposed Business Combination. At the time the Company seeks approval of any potential Business Combination, the Company will offer each holder of the Company's Common Stock issued in this Offering ("IPO SHARES") the right to convert their IPO Shares at a per share price ("CONVERSION PRICE") equal to the amount in the Trust Fund (exclusive of the Escrowed Fees and accrued interest thereon, and inclusive of any interest income accruing with respect to the net proceeds attributable to the IPO Shares, net of taxes payable) calculated as of two business days prior to the consummation of the proposed Business Combination divided by the total number of IPO Shares. If holders of less than 20% in interest of the Company's IPO Shares vote against such approval of a Business Combinationelect to convert their IPO Shares, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares Shares, who vote against approval of any potential Business Combination, elect to convert their IPO Shares, the Company will not proceed with such Business Combination and will not convert such shares.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's stockholders for their approval ("Business Combination Vote") even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus), the Company will be liquidated and will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "Liquidation Value." The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and approved by GGK. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO SharesShares present, in person or by proxy, at a meeting of the Company's stockholders called for such purpose. At the time the Company seeks approval of any potential Business Combination, the Company will offer each holder of holders of the Company's Common Stock issued in this Offering ("IPO Shares") the right to convert their IPO Shares at a per share price ("Conversion Price") equal to the amount in the Trust Fund (inclusive of any interest income therein) on calculated as of two business days prior to the record date ("Conversion Price") for determination consummation of stockholders entitled to vote upon the proposal to approve such proposed Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's IPO Shares vote against such approval of a Business Combinationelect to convert their IPO Shares, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares Shares, who vote against approval of any potential Business Combination, elect to convert their IPO Shares, the Company will not proceed with such Business Combination and will not convert such shares. The provisions of this Section 8.8 may not be modified, amended or deleted under any circumstances.

Acquisition/Liquidation Procedure. (a) The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's stockholders for their approval ("Business Combination Vote") even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus) (the "Termination Date"), the Company shall take all action necessary to dissolve the Corporation and liquidate the Trust Fund to holders of IPO Shares (as defined below) as soon as reasonably practicable, and after approval of the Company's stockholders and subject to the requirements of the Delaware General Corporation Law (the "GCL"), including the adoption of a resolution by the Company's Board of Directors, prior to such Termination Date, pursuant to Section 275(a) of the GCL, which shall deem the dissolution of the Company advisable and cause to be prepared such notices as are required by Section 275(a) of the GCL as promptly thereafter as possible. If the Company does not consummate a Business Combination by the Termination Date, the Company shall, with respect to any plan of dissolution and liquidation, cause the Company's Board of Directors to convene, adopt a plan of dissolution and liquidation and promptly prepare and file a proxy statement with the Securities and Exchange Commission setting out the plan of dissolution and liquidation. If the Company seeks approval from its stockholders to consummate a Business Combination within 90 days of the expiration of 24 months from the Effective Date, the proxy statement related to such Business Combination will be liquidated state that a vote of the stockholders not to approve the Business Combination will constitute a vote to dissolve and liquidate the Company. If no proxy statement seeking the approval of the stockholders for a Business Combination has been filed within 30 days prior to the date which is 24 months from the Effective Date, the Company shall cause its Board of Directors, prior to such date, to convene and adopt a plan of dissolution and liquidation and on such date file a proxy statement with the Securities and Exchange Commission seeking stockholder approval for such plan. Upon liquidation of the Trust Fund, the Company will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "Liquidation ValueNet Assets." With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO Shares. At the time the Company seeks approval of any potential Business Combination, the Company will offer each of holders of the Company's Common Stock issued in this Offering ("IPO Shares") the right to convert their IPO Shares at a per share price equal to the amount in the Trust Fund (inclusive of any interest income therein) on the record date ("Conversion Price") for determination of stockholders entitled to vote upon the proposal to approve such Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation ValueNet Assets" shall mean means the Company's book value, as determined by the Company and audited approved by BDOits independent accountant. In no event, however, will the Company's Liquidation Value Net Assets be less than the amount in the Trust FundAccount, inclusive of any net interest income thereon. If holders of less than 20% in interest of (after payment of, or provision for applicable taxes) thereon except to the Company's IPO Shares vote against such approval of a Business Combination, extent there are creditors' claims not satisfied by amounts outside the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business CombinationTrust Account. Only holders of IPO Shares (as defined below) shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders There will be no distribution from the Trust Account with respect to the Warrants, which will expire worthless if the Company is liquidated. With respect to any vote for any plan of 20% or more in interest dissolution and liquidation recommended by the Company's Board of the IPO Shares vote against approval of any potential Business CombinationDirectors, the Company will not proceed with shall use its best efforts to cause all of the Company Affiliates and Initial Stockholders to vote the shares of Common Stock owned by them in favor of such Business Combination plan of dissolution and will not convert such sharesliquidation.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's stockholders for their approval ("Business Combination Vote") even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus), the Company will be liquidated and will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "Liquidation Value." The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and approved by GGK. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO SharesShares present, in person or by proxy, at a meeting of the Company's stockholders called for such purpose. At the time the Company seeks approval of any potential Business Combination, the Company will offer each of holders holder of the Company's Common Stock issued in this Offering ("IPO Shares") the right to convert their IPO Shares at a per share price ("Conversion Price") equal to the amount in the Trust Fund (inclusive of any interest income therein) on calculated as of two business days prior to the record date ("Conversion Price") for determination consummation of stockholders entitled to vote upon the proposal to approve such proposed Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's IPO Shares vote against such approval of a Business Combinationelect to convert their IPO Shares, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Priceprice, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares Shares, who vote against approval of any potential Business Combination, elect to convert their IPO Shares, the Company will not proceed with such Business Combination and will not convert such shares.

Acquisition/Liquidation Procedure. (a) The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's ’s stockholders for their approval ("“Business Combination Vote"”) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the ProspectusProspectus)(the “Termination Date”), the Company shall take all action necessary to dissolve the Corporation and liquidate the Trust Account to holders of IPO Shares as soon as reasonably practicable, and after approval of the Company’s stockholders and subject to the requirements of the Delaware General Corporation Law (the “GCL”), including the adoption of a resolution by the Company’s Board of Directors, prior to such Termination Date, pursuant to Section 275(a) of the GCL, which shall deem the dissolution of the Company advisable and cause to be prepared such notices as are required by Section 275(a) of the GCL as promptly thereafter as possible. If the Company does not consummate a Business Combination by the Termination Date, the Company shall, with respect to any plan of dissolution and liquidation, cause the Company’s Board of Directors to convene, adopt a plan of dissolution and liquidation and promptly prepare and file a proxy statement with the Securities and Exchange Commission setting out the plan of dissolution and liquidation. If the Company seeks approval from its stockholders to consummate a Business Combination within 90 days of the expiration of 24 months from the Effective Date, the proxy statement related to such Business Combination will be liquidated also seek stockholder approval for the plan of dissolution and liquidation in the event the stockholders do not approve the Business Combination. If no proxy statement seeking the approval of the stockholders for a Business Combination has been filed within 30 days prior to the date which is 24 months from the Effective Date, the Company shall cause its Board of Directors, prior to such date, to convene and adopt a plan of dissolution and liquidation and on such date file a proxy statement with the Securities and Exchange Commission seeking stockholder approval for such plan. Upon liquidation of the Trust Account, the Company will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to $9.91 per unit (plus a portion of the interest earned, but net of (i) taxes payable on interest earned, and (ii) up to $1,500,000 of interest income released to the Company to fund its working capital), plus a pro rata share of any remaining net assets, subject to any valid claims by the Company's "Liquidation Value’s creditors that are not covered by amounts held in the Trust Fund or the indemnities provided by the Company’s directors and officers. Only holders of IPO Shares (as defined below) shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company, including the shares of Common Stock underlying the Placement Warrants. With respect to any vote for any plan of dissolution and liquidation recommended by the Company’s Board of Directors, the Company shall use its best efforts to cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in favor of such plan of dissolution and liquidation." (b) With respect to the Business Combination Vote, the Company shall use its best efforts to cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO SharesShares voted by the holders of the IPO Shares in connection with the Business Combination Vote. At the time the Company seeks approval of any potential Business Combination, the Company will offer each of the holders of the Company's Common Stock issued in this Offering ("the “IPO Shares"”) the right to convert their IPO Shares at a per share price equal to $9.91 (the amount in “Conversion Price”) (plus a portion of the Trust Fund interest earned, but net of (inclusive i) taxes payable on interest earned, and (ii) up to $1,500,000 of any interest income therein) on the record date ("Conversion Price") for determination of stockholders entitled released to vote upon the proposal to approve such Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereonto fund its working capital). If holders of less than 2030.00% in interest of the Company's ’s IPO Shares vote against such approval of a Business Combination, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert redeem shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion redemption and who voted against the Business Combination. If holders of 30.00% or more in interest of the IPO Shares vote against approval of any potential Business Combination, the Company will not proceed with such Business Combination and will not redeem such shares. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares vote against approval of any potential Business Combination, the Company will not proceed with such Business Combination and will not convert such shares.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's stockholders for their approval ("“Business Combination Vote"”) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus), the Company will be liquidated and will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "’s “Liquidation Value." ” The Company’s “Liquidation Value” shall mean the Company’s book value, as determined by the Company and approved by GGK. In no event, however, will the Company’s Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO SharesShares present, in person or by proxy, at a meeting of the Company’s stockholders called for such purpose. At the time the Company seeks approval of any potential Business Combination, the Company will offer each holder of holders of the Company's Common Stock issued in this Offering ("“IPO Shares"”) the right to convert their IPO Shares at a per share price (“Conversion Price”) equal to the amount in the Trust Fund (inclusive of any interest income therein) on calculated as of two business days prior to the record date ("Conversion Price") for determination consummation of stockholders entitled to vote upon the proposal to approve such proposed Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's ’s IPO Shares vote against such approval of a Business Combinationelect to convert their IPO Shares, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares Shares, who vote against approval of any potential Business Combination, elect to convert their IPO Shares, the Company will not proceed with such Business Combination and will not convert such shares.

Acquisition/Liquidation Procedure. The Company agreesagrees that: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's stockholders for their approval ("Business Combination Vote") even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus), the Company will be liquidated and will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "Liquidation Value." The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and audited by GGK. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the shares of Common Stock issued on the Offering (the "IPO Shares"). At the time the Company seeks approval of any potential Business Combination, the Company will offer each of holders holder of the Company's Common Stock issued in this Offering ("IPO Shares") Shares the right to convert redeem their IPO Shares at a per share price equal to the amount in the Trust Fund (inclusive of any interest income therein) on the record date (the "Conversion Redemption Price") for determination of stockholders entitled to vote upon the proposal to approve such Business Combination (the "Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's IPO Shares vote against such approval of a Business Combination, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert redeem shares, based upon the Conversion Redemption Price, from those holders of IPO Shares who affirmatively requested such conversion redemption and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares vote against approval of any potential Business Combination, the Company will not proceed with such Business Combination and will not convert redeem such shares., but rather shall be liquidated and will distribute to all holders of IPO Shares an aggregate sum equal to the Company's Liquidation Value. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. Maxim Group LLC _____________, 2005 Page 39 of 44

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's ’s stockholders for their approval ("“Business Combination Vote"”) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus), the Company will be liquidated and will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "’s “Liquidation Value." ” With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO Shares. At the time the Company seeks approval of any potential Business Combination, the Company will offer each of holders of the Company's ’s Common Stock issued in this Offering ("the “IPO Shares"”) the right to convert their IPO Shares at a per share price equal to the amount in the Trust Fund (inclusive of any interest income therein, net of working capital and taxes payable) on the record date ("the “Conversion Price"”) for determination of stockholders entitled to vote upon the proposal to approve such Business Combination ("the “Record Date"”) divided by the total number of IPO Shares. The Company's "’s “Liquidation Value" ” shall mean the Company's ’s book value, as determined by the Company and audited by BDO. M&B. In no event, however, will the Company's ’s Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's ’s IPO Shares vote against such approval of a Business Combination, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares vote against approval of any potential Business Combination, the Company will not proceed with such Business Combination and will not convert such shares.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's ’s stockholders for their approval ("“Business Combination Vote"”) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus), the Company will be liquidated and will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "’s “Liquidation Value." ” With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO SharesShares present, in person, or by proxy, at a meeting of the Company’s Stockholders. At the time the Company seeks approval of any potential Business Combination, the Company will offer each of holders holder of the Company's ’s Common Stock issued in this Offering ("the “IPO Shares"”) the right to convert their IPO Shares at a per share price equal to the amount in the Trust Fund (inclusive of the Escrowed Fees and accrued interest thereon, exclusive of the PPM Fees and accrued interest thereon, and inclusive of any interest income thereinaccruing with respect to the net proceeds attributable to the IPO Shares, net of taxes payable) on the record date ("the “Conversion Price"”) for determination of stockholders entitled to vote upon the proposal to approve such Business Combination ("the “Record Date"”) divided by the total number of IPO Shares. The Company's "’s “Liquidation Value" ” shall mean the Company's ’s book valuevalue (including the Escrowed Fees and retained portion of the interest accrued thereon, and the PPM Fees and accrued interest thereon, net of taxes payable), as determined by the Company and audited by BDOMECG. In no event, however, will the Company's ’s Liquidation Value be less than the Trust Fund, inclusive of any retained portion of the net interest income thereonaccruing with respect to the net proceeds attributable to the IPO Shares. If holders of less than an aggregate of 20% in interest of the Company's ’s IPO Shares and PPM Shares vote against such approval of a Business Combination, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert sharesshares upon the consummation of a Business Combination, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of an aggregate of 20% or more in interest of the IPO Shares and the PPM Shares vote against approval of any potential Business Combination, the Company will not proceed with such Business Combination and will not convert such shares.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any its initial Business Combination, it will submit such transaction any proposed Business Combinations to the Company's ’s stockholders for their approval ("the “Business Combination Vote"”) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect consummate a Business Combination within 18 twenty-four (24) months from the consummation date of this Offering (subject to extension for an additional six-month period, as described in the Prospectus), the Company will be liquidated promptly liquidate and will distribute to all holders of IPO Shares Units (as defined belowherein) an aggregate sum equal to the Company's "’s Liquidation Value." With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO Shares. At the time the Company seeks approval of any potential Business Combination, the Company will offer each of holders of the Company's Common Stock issued in this Offering Value ("IPO Shares") the right to convert their IPO Shares at a per share price equal to the amount in the Trust Fund (inclusive of any interest income therein) on the record date ("Conversion Price") for determination of stockholders entitled to vote upon the proposal to approve such Business Combination ("Record Date") divided by the total number of IPO Sharesas defined herein). The Company's "’s “Liquidation Value" ” shall mean be the Company's ’s book value, as determined by the Company and audited approved by BDOits independent accountant. In no event, however, will the Company's ’s Liquidation Value be less than the amount of funds in the Trust FundAccount, inclusive of any net interest income thereon. If holders (net of less than 20% in taxes payable on such interest income and after release to the Company of an aggregate amount up to $2,250,000 of interest income, after taxes payable, to fund the Company's IPO Shares vote against such approval of a Business Combination, ’s working capital requirements) thereon except to the Company may, but will extent there are creditors’ claims not be required to, proceed with such Business Combination. If satisfied by amounts outside the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business CombinationTrust Account. Only holders of IPO Shares Units shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. There will be no distribution from the Trust Account with respect to the Warrants, which will expire worthless if the Company is liquidated. In addition, in connection with the Business Combination Vote and the vote required to amend the Company’s charter to provide for the Company’s perpetual existence, the Company shall cause the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to the consummation of the offering in accordance with the vote of the holders of a majority of the IPO Units present, in person or by proxy, at a meeting of the Company’s stockholders called for such purposes. At any time when the Company seeks approval of its initial Business Combination, the Company will offer each holder of the Company’s Common Stock issued in this offering (the “IPO Units”) that votes against such Business Combination the right to convert such holder’s IPO Units at a per Unit price (the “Conversion Price”) equal to the amount in the Trust Account, including all accrued interest income (net of taxes payable on such interest income and after release to the Company of up to $2,250,000 of interest income, after taxes payable, to fund the Company’s working capital requirements), as of two business days prior to the consummation of the initial Business Combination, divided by the total number of IPO Units. If holders of 20less than 30% in interest of the Company’s IPO Units elect to convert their IPO Units into cash at the Conversion Price and the other conditions in the Prospectus are satisfied, the Company may proceed with such Business Combination. In the event that the Business Combination is consummated, for each holder of IPO Units who affirmatively requested that such Units be converted and who voted against the Business Combination, the Company will convert such holder’s IPO Units into cash at the Conversion Price. If holders of 30% or more in interest of the IPO Shares Units vote against approval of any a potential Business CombinationCombination and elect to convert their IPO Units into cash at the Conversion Price, the Company will not proceed with such Business Combination and will not convert such sharesIPO Units.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's ’s stockholders for their approval ("“Business Combination Vote"”) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus), the Company will be liquidated and will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "’s “Liquidation Value." ” The Company’s “Liquidation Value” shall mean the Company’s book value, as determined by the Company and approved by GGK. In no event, however, will the Company’s Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. With respect to the Business Combination Vote, the Company shall cause all of the Initial Existing Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering and Private Placement in accordance with the vote of the holders of a majority of the IPO SharesShares present, in person or by proxy, at a meeting of the Company’s stockholders called for such purpose. At the time the Company seeks approval of any potential Business Combination, the Company will offer each of holders holder of the Company's ’s Common Stock issued in this Offering ("“IPO Shares"”) the right to convert their IPO Shares at a per share price (“Conversion Price”) equal to the amount in the Trust Fund (inclusive of any interest income therein) on calculated as of two business days prior to the record date ("Conversion Price") for determination consummation of stockholders entitled to vote upon the proposal to approve such proposed Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's ’s IPO Shares vote against such approval of a Business Combinationelect to convert their IPO Shares, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares Shares, who vote against approval of any potential Business Combination, elect to convert their IPO Shares, the Company will not proceed with such Business Combination and will not convert such shares.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's ’s stockholders for their approval ("“Business Combination Vote"”) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 15 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus), the Company Trust Fund will be liquidated and will distribute distributed to all holders of IPO Shares (defined below) an aggregate sum equal its Class B Common Stock and the Company will dissolve and liquidate. The Trust Fund will be distributed to all holders of the Class B Common Stock and the Company’s remaining net assets, if any, will be distributed to the Company's "Liquidation Value." With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares holders of Common Stock owned by them immediately prior to sold in this Offering in accordance with the vote of the holders of a majority of the IPO SharesOffering. At the time the Company seeks approval of any potential Business Combination, the Company will offer each of holders of the Company's ’s Class B Common Stock issued in this Offering ("“IPO Shares"”) the right to convert their IPO Shares at a per share price equal to the amount in the Trust Fund (inclusive of any interest income therein) on calculated as of two business days prior to the record date ("Conversion Price") for determination proposed consummation of stockholders entitled to vote upon the proposal to approve such Business Combination ("Record Date"“Conversion Price”) divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's ’s IPO Shares vote against such approval of a Business Combination, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares vote have both voted against approval of any potential Business CombinationCombination and elected to convert their IPO Shares as described above, the Company will not proceed with such Business Combination and will not convert such shares.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's stockholders ’s shareholders for their approval ("“Business Combination Vote"”) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus), the Company will be liquidated repurchase its Public Securities and liquidate the Trust Account and distribute the proceeds to all holders of IPO Shares (as defined below) as soon as reasonably practicable, subject to the requirements of the laws of the Cayman Islands. Upon liquidation of the Trust Account, the Company will distribute to all holders of IPO Shares (as defined below) an aggregate sum equal to the Company's "Liquidation Value." With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO Shares. At the time the Company seeks approval of any potential Business Combination, the Company will offer each of holders of the Company's Common Stock issued in this Offering ("IPO Shares") the right to convert their IPO Shares at a $10.00 per share price equal to (or approximately $9.96 per share if the amount underwriters’ over-allotment is exercised in the Trust Fund full) (inclusive of any interest income therein) on accruing with respect to the record date ("Conversion Price") for determination of stockholders entitled net proceeds attributable to vote upon the proposal to approve such Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean the Company's book value, as determined by net of taxes payable and interest income of up to $2,000,000 previously released to the Company and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's IPO Shares vote against such approval of a Business Combination, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combinationfund its working capital requirements). Only holders of IPO Shares (as defined below) shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of share capital stock of the Company, including the Warrants and Placement Warrants. If holders With respect to the Business Combination Vote, the Company shall cause the Initial Shareholder ( and each of 20% or more their permitted transferees) to vote the Ordinary Shares owned by them in interest favor of a proposed Business Combination. At the IPO Shares vote against time the Company seeks approval of any potential Business Combination, the Company will not proceed offer each holder of the Company’s Ordinary Shares issued in this Offering (“IPO Shares”) who has voted for the business combination the right to redeem their IPO Shares at a per share price (“Redemption Price”) equal to the amount in the Trust Fund (inclusive of any interest income accruing with such respect to the net proceeds attributable to the IPO Shares, net of taxes payable and interest income of up to $2,000,000 previously released to the Company to fund its working capital requirements) calculated as of two business days prior to the consummation of the proposed Business Combination and divided by the total number of IPO Shares. Holders of the Company’s Ordinary Shares issued in this Offering who have voted against the business combination can redeem their IPO Shares but will not convert such sharesreceived their pro rata interest income.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's ’s stockholders for their approval ("the “Business Combination Vote"”) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 24 months from the consummation of this Offering (subject offering, the Company’s corporate existence will terminate and the Board of Directors and the Officers of the Company shall take all such action necessary to extension for an additional six-month period, as described distribute the assets of the corporation in compliance with Section 281(b) of the Delaware General Corporation Law and all amounts in the Prospectus), Trust Account plus any other net assets of the Company will not used for or reserved to pay obligations and claims or such other corporate expense relating to or arising from the Company’s plan of dissolution and distribution, including costs of dissolving and, liquidating the Company, shall be liquidated and will distribute distributed on a pro rata basis to all holders of the IPO Shares (as defined below) an aggregate sum equal ). The Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company other than IPO Shares. There will be no distribution from the Trust Account with respect to the Company's "Liquidation Value." Warrants, which will expire worthless if the Company is liquidated. With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders Stockholder to vote the shares of Common Stock owned by them it immediately prior to this Offering the consummation of the offering in accordance with the vote of the holders of a majority of the IPO Shares. At the time the Company seeks approval of any potential Business CombinationShares present, the Company will offer each of holders in person or by proxy, at a meeting of the Company's ’s stockholders called for such purpose. Any holder of the Company’s Common Stock issued in this Offering offering ("the “IPO Shares"”) who voted against the right to Business Combination may, contemporaneous with such vote, demand that the Company convert their his or her IPO Shares into cash. If such a demand is made, in the event that a Business Combination is approved and is consummated by the Company, the Company shall convert such shares into cash at a per share conversion price equal to the quotient determined by dividing (i) the amount in the Trust Fund Account (inclusive of any interest income therein) on thereon (net of taxes payable), calculated as of two business days prior to the record date ("Conversion Price") for determination proposed consummation of stockholders entitled to vote upon the proposal to approve such Business Combination ("Record Date") divided by (ii) the total number of IPO Shares. The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 2030% in interest of the Company's ’s IPO Shares vote against such approval of a Business Combinationelect to convert their IPO Shares, the Company may, but will not be required to, proceed with such Business Combination. If In any such event, the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 2030% or more in interest of the IPO Shares Shares, who vote against approval of any potential Business Combination, elect to convert their IPO Shares, the Company will not proceed with such Business Combination and will not convert such shares.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's stockholders for their approval ("Business Combination Vote") even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 12 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus), the Company Trust Fund will be liquidated and will distribute distributed to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "Liquidation Value." With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Class B Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO SharesStock. At the time the Company seeks approval of any potential Business Combination, the Company will offer each of holders of the Company's Class B Common Stock issued in this Offering ("IPO Shares") the right to convert their IPO Shares at a per share price equal to the amount in the Trust Fund (inclusive of any interest income therein) on the record date ("Conversion Price") for determination of stockholders entitled to vote upon the proposal to approve such Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's IPO Shares vote against such approval of a Business Combination, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares vote against approval of any potential Business Combination, the Company will not proceed with such Business Combination and will not convert such shares.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's stockholders for their approval ("Business Combination Vote") even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus), the Company will be liquidated and will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "Liquidation Value." The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and approved by M&K. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO SharesShares present, in person or by proxy, at a meeting of the Company's stockholders called for such purpose. At the time the Company seeks approval of any potential Business Combination, the Company will offer each holder of holders of the Company's Common Stock issued in this Offering ("IPO Shares") the right to convert their IPO Shares at a per share price ("Conversion Price") equal to the amount in the Trust Fund (inclusive of any interest income therein) on calculated as of two business days prior to the record date ("Conversion Price") for determination consummation of stockholders entitled to vote upon the proposal to approve such proposed Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's IPO Shares vote against such approval of a Business Combinationelect to convert their IPO Shares, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares Shares, who vote against approval of any potential Business Combination, elect to convert their IPO Shares, the Company will not proceed with such Business Combination and will not convert such shares.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's ’s stockholders for their approval ("the “Business Combination Vote"”) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering offering (subject to extension for an additional six-month period, as described in the Prospectus), the Company will be liquidated promptly initiate procedures to liquidate and will distribute to all holders of IPO Shares (as defined below) an aggregate sum equal to the Company's "’s “Liquidation Value." ” (less approximate reservation for liabilities). Such procedures will include the adoption of a plan of dissolution and liquidation by the Company’s Board of Directors and the presentation of such plan to the Company’s stockholders. The Company’s “Liquidation Value” means the Company’s book value, as determined by the Company and approved by its independent accountant. In no event, however, will the Company’s Liquidation Value be less than the amount in the Trust Account, inclusive of any net interest income (after payment of, or provision for applicable taxes) thereon except to the extent there are creditors’ claims not satisfied by amounts at such the Trust Account. Only holders of IPO Shares shall be entitled to receive liquidating distributions with respect to the IPO Shares they beneficially own and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. There will be no distribution from the Trust Account with respect to the Warrants, which will expire worthless if the Company is liquidated. With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering the consummation of the offering in accordance with the vote of the holders of a majority of the IPO SharesShares present, in person or by proxy, at a meeting of the Company’s stockholders called for such purpose. At the time the Company seeks approval of any potential Business Combination (prior to the consummation of its initial Business Combination), the Company will offer each of holders holder of the Company's ’s Common Stock issued in this Offering offering ("the “IPO Shares"”) that votes against such Business Combination the right to convert their IPO Shares at a per share price (the “Conversion Price”) equal to the amount in the Trust Fund Account (inclusive of any interest income therein, after payment of, or provision for, applicable taxes) on calculated as of two business days prior to the record date ("Conversion Price") for determination consummation of stockholders entitled to vote upon the proposal to approve such proposed Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's ’s IPO Shares vote against such approval of a Business Combinationelect to convert their IPO Shares, the Company may, but will not be required to, may proceed with such Business Combination. If In any such event, the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares Shares, who vote against approval of any potential Business Combination, elect to convert their IPO Shares, the Company will not proceed with such Business Combination and will not convert such shares.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's stockholders for their approval ("Business Combination Vote") even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus), the Company will be liquidated and will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "Liquidation Value." The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and approved by RubinBrown. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon after provision for taxes theron. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO SharesShares present, in person or by proxy, at a meeting of the Company's stockholders called for such purpose. At the time the Company seeks approval of any potential Business Combination, the Company will offer each holder of holders of the Company's Common Stock issued in this Offering ("IPO Shares") the right to convert their IPO Shares at a per share price ("Conversion Price") equal to the amount in the Trust Fund (inclusive of any net interest income thereintherein after provision for taxes thereon) on calculated as of the record date ("Conversion Price") for determination of stockholders entitled to vote upon the proposal to approve such Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's IPO Shares vote against such approval of a Business Combinationelect to convert their IPO Shares, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares Shares, who vote against approval of any potential Business Combination, elect to convert their IPO Shares, the Company will not proceed with such Business Combination and will not convert such shares.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's ’s stockholders for their approval ("the “Business Combination Vote"”) even if the nature of the acquisition is such as would not ordinarily otherwise require stockholder approval under applicable state lawlaw or stock exchange rules; and (ii) that, in the event that the Company does not effect a Business Combination within 18 24 months from the consummation date hereof, the Company’s corporate existence will terminate and the Board of this Offering (subject Directors and the officers of the Company shall take all such action necessary to extension for an additional six-month period, as described distribute the assets of the corporation in compliance with Section 281(b) of the Delaware General Corporation Law and all amounts in the Prospectus), Trust Account plus any other net assets of the Company will not used for or reserved to pay obligations and claims or such other corporate expense relating to or arising from the Company’s plan of liquidation and distribution, including costs of dissolving and liquidating the Company, shall be liquidated and will distribute distributed on a pro rata basis to all holders of the IPO Shares (as defined below) an aggregate sum equal ). The Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company other than IPO Shares. There will be no distribution from the Trust Account with respect to the Company's "Liquidation Value." Warrants, which will expire worthless if the Company is so liquidated. With respect to the Business Combination Vote, the Company shall cause all of the each Initial Stockholders Stockholder to vote the shares of Common Stock owned by them it immediately prior to this Offering the consummation of the offering in accordance with the vote of the holders of a majority of the IPO Shares. At the time the Company seeks approval of any potential Business CombinationShares present, the Company will offer each of holders in person or by proxy, at a meeting of the Company's ’s stockholders called for such purpose. Any holder of the Company’s Common Stock issued in this Offering offering ("the “IPO Shares"”) who votes against the right to Business Combination may, contemporaneous with such vote, demand that the Company convert their his or her IPO Shares into cash. If such a demand is made, in the event that a Business Combination is approved and is consummated by the Company, the Company shall convert such shares into cash at a per share conversion price equal to the quotient determined by dividing (i) the amount in the Trust Fund Account (inclusive of any interest income therein) on thereon), calculated as of two business days prior to the record date ("Conversion Price") for determination proposed consummation of stockholders entitled to vote upon the proposal to approve such Business Combination ("Record Date") divided by (ii) the total number of IPO Shares. The Company's "Liquidation Value" shall mean Shares (the Company's book value, as determined by the Company and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon“Conversion Price”). If holders of less than 2030% in interest of the Company's ’s IPO Shares vote against such approval of a Business Combinationelect to convert their IPO Shares, the Company may, but will not be required to, proceed with such Business Combination. If In any such event, the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 2030% or more in interest of the IPO Shares vote against approval of any potential Business CombinationCombination and elect to convert their IPO Shares into cash, the Company will not proceed with such Business Combination and will not convert such shares.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's ’s stockholders for their approval ("“Business Combination Vote"”) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state lawlaw and will publicly announce the record date establishing the stockholders that will be entitled to vote at the meeting to approve the Business Combination at least two business days prior to such record date; and (ii) that, in the event that the Company does not effect a Business Combination within 18 24 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus)Effective Date, the Company will be liquidated and will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "’s “Liquidation Value." ” The Company’s “Liquidation Value” shall mean the Company’s book value, as determined by the Company and approved by RK&C. In no event, however, will the Company’s Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO SharesShares present, in person or by proxy, at a meeting of the Company’s stockholders called for such purpose. At the time the Company seeks approval of any potential Business Combination, the Company will offer each holder of holders of the Company's Common Stock issued in this Offering ("“IPO Shares"”) the right to convert their IPO Shares at a per share price (“Conversion Price”) equal to the amount in the Trust Fund (inclusive of any interest income therein) on calculated as of two business days prior to the record date ("Conversion Price") for determination consummation of stockholders entitled to vote upon the proposal to approve such proposed Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean If a majority of the Company's book value, as determined by holders of IPO Shares present and entitled to vote on the Company Business Combination vote in favor of such Business Combination and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 2030% in interest of the Company's ’s IPO Shares vote against such approval of a Business Combinationelect to convert their IPO Shares, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 2030% or more in interest of the IPO Shares Shares, who vote against approval of any potential Business Combination, elect to convert their IPO Shares, the Company will not proceed with such Business Combination and will not convert such shares. The provisions of this Section 8.8 may not be modified, amended or deleted under any circumstances.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's stockholders for their approval ("Business Combination Vote") even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 24 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus), the Company will be liquidated and will distribute to all holders of IPO Shares stockholders (defined belowexcluding, for this purpose, the Initial Stockholders, but only with respect to shares they hold that were outstanding prior to this Offering) an aggregate sum equal to the Company's "Liquidation Value." With respect to the Business Combination Vote; provided, however, that the Company shall cause all of the Initial Stockholders may, if permitted by Delaware law, seek stockholder approval to vote the continue in existence and redeem shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO Sharesonly from those stockholders seeking redemption. At the time the Company seeks approval of any potential Business Combination, the Company will offer each of holders its stockholders other than the Initial Stockholders the right, for a specified period of the Company's Common Stock issued in this Offering ("IPO Shares") the right time not less than 20 days, to convert their IPO Shares shares of Common Stock at a per share price equal to the amount in escrow under the Trust Fund Agreement (inclusive of any interest income therein) on the record date ("Conversion Price") for determination of stockholders entitled to vote upon the proposal to approve such Business Combination ("Record Date") divided by the total number of IPO Sharesshares held by all of the stockholders of the Company (excluding, for this purpose, shares outstanding prior to this Offering). The Company's "Liquidation Value" shall mean liquidation value will be equal to the Company's book value, as determined by the Company and audited by BDOthe Company's independent public accountants ("Company's Liquidation Value"). In no event, however, will the Company's Liquidation Value be less than the funds to be placed in escrow under the Trust FundAgreement, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's IPO Shares Common Stock held by Public Stockholders vote against such approval of a Business Combination, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares Public Stockholders who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares Company's Common Stock held by Public Stockholders vote against approval of any potential Business Combination, the Company will not proceed with such Business Combination and will not convert such shares.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's ’s stockholders for their approval ("“Business Combination Vote"”) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus), the Company will be liquidated and will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "’s “Liquidation Value." ” The Company’s “Liquidation Value” shall mean the Company’s book value (including the Escrowed Fees and interest accrued thereon, net of taxes payable), as determined by the Company and approved by GGK. In no event, however, will the Company’s Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO SharesShares present, in person or by proxy, at a meeting of the Company’s stockholders called for such purpose. At the time the Company seeks approval of any potential Business Combination, the Company will offer each of holders holder of the Company's ’s Common Stock issued in this Offering ("“IPO Shares"”) the right to convert their IPO Shares at a per share price (“Conversion Price”) equal to the amount in the Trust Fund (exclusive of the Escrowed Fees and accrued interest thereon, and inclusive of any interest income thereinaccruing with respect to the net proceeds attributable to the IPO Shares, net of taxes payable) on calculated as of two business days prior to the record date ("Conversion Price") for determination consummation of stockholders entitled to vote upon the proposal to approve such proposed Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's ’s IPO Shares vote against such approval of a Business Combinationelect to convert their IPO Shares, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares Shares, who vote against approval of any potential Business Combination, elect to convert their IPO Shares, the Company will not proceed with such Business Combination and will not convert such shares.

Acquisition/Liquidation Procedure. The Company agreesagrees that: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's ’s stockholders for their approval ("“Business Combination Vote"”) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus), the Company will be liquidated and will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "’s “Liquidation Value." ”The Company’s “Liquidation Value” shall mean the Company’s book value (including for this purpose only the Contingent Discount and any interest earned thereon, net of taxes payable), as determined by the Company and audited by GGK. In no event, however, will the Company’s Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the shares of Common Stock issued on the Offering (the “IPO Shares”). At the time the Company seeks approval of any potential Business Combination, the Company will offer each of holders holder of the Company's Common Stock issued in this Offering ("IPO Shares") Shares the right to convert redeem their IPO Shares at a per share price equal to $10 per share plus such holder’s pro rata share of the amount in accrued interest earned on the Trust Fund (inclusive net of any interest income thereintaxes payable) on not previously released to the record date ("Conversion Price") for determination Company pursuant to the Trust Agreement or payable to the Underwriters, calculated as of stockholders entitled two business days prior to vote upon the proposal to approve such consummation of the Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon“Redemption Price”). If holders of less than 2033% in interest of the Company's ’s IPO Shares vote against such approval of a Business Combination, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert redeem shares, based upon the Conversion Redemption Price, from those holders of IPO Shares who affirmatively requested such conversion redemption and who voted against the Business Combination. If holders of 33% or more in interest of the IPO Shares vote against approval of any potential Business Combination, the Company will not proceed with such Business Combination and will not redeem such shares, but rather shall be liquidated and will distribute to all holders of IPO Shares an aggregate sum equal to the Company’s Liquidation Value. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares vote against approval of any potential Business Combination, the Company will not proceed with such Business Combination and will not convert such shares.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's ’s stockholders for their approval ("the “Business Combination Vote"”) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering offering (subject to extension for an additional six-month period, as described in the Prospectus), the Company will be liquidated promptly initiate procedures to liquidate and will distribute to all holders of IPO Shares Units (as defined below) an aggregate sum equal to the Company's "Liquidation Value." With respect ’s “Net Assets” (less approximate reservation for liabilities). Such procedures will include the adoption of a plan of dissolution and liquidation by the Company’s Board of Directors and the presentation of such plan to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO Shares. At the time the Company seeks approval of any potential Business Combination, the Company will offer each of holders of the Company's Common Stock issued in this Offering ("IPO Shares") the right to convert their IPO Shares at a per share price equal to the amount in the Trust Fund (inclusive of any interest income therein) on the record date ("Conversion Price") for determination of stockholders entitled to vote upon the proposal to approve such Business Combination ("Record Date") divided by the total number of IPO Shares’s stockholders. The Company's "Liquidation Value" shall mean ’s “Net Assets” means the Company's ’s book value, as determined by the Company and audited approved by BDOits independent accountant. In no event, however, will the Company's Liquidation Value ’s Net Assets be less than the amount in the Trust FundAccount, inclusive of any net interest income thereon. If holders of less than 20% in interest of (after payment of, or provision for applicable taxes) thereon except to the Company's IPO Shares vote against such approval of a Business Combination, extent there are creditors’ claims not satisfied by amounts outside the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business CombinationTrust Account. Only holders of IPO Shares Units shall be entitled to receive liquidating distributions with respect to the IPO Units they beneficially own and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. There will be no distribution from the Trust Account with respect to the Warrants, which will expire worthless if the Company is liquidated. With respect to the Business Combination Vote, the Company shall cause the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to the consummation of the offering in accordance with the vote of the holders of a majority of the IPO Units present, in person or by proxy, at a meeting of the Company’s stockholders called for such purpose. At the time the Company seeks approval of any potential Business Combination (prior to the consummation of its initial Business Combination), the Company will offer each holder of the Company’s Common Stock issued in this offering (the “IPO Units”) that votes against such Business Combination the right to convert their IPO Units at a per Unit price (the “Conversion Price”) equal to the amount in the Trust Account (inclusive of any interest income therein, after payment of, or provision for, applicable taxes) calculated as of two business days prior to the consummation of the proposed Business Combination divided by the total number of IPO Units. If holders of 20less than 40% in interest of the Company’s IPO Units elect to convert their IPO Units into cash at the Conversion Price, the Company may proceed with such Business Combination. In any such event, the Company will convert IPO Units into cash at the Conversion Price from those holders of IPO Units who affirmatively requested such conversion and who voted against the Business Combination. If holders of 40% or more in interest of the IPO Shares Units, who vote against approval of any potential Business Combination, elect to convert their IPO Units into cash at the Conversion Price, the Company will not proceed with such Business Combination and will not convert such sharesIPO Units.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's stockholders for their approval ("“Business Combination Vote"”) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state lawlaw and will publicly announce the record date establishing the stockholders that will be entitled to vote at the meeting to approve the Business Combination at least two business days prior to such record date; and (ii) that, in the event that the Company does not effect a Business Combination within 18 24 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus)Effective Date, the Company will be liquidated and will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "’s “Liquidation Value." ” The Company’s “Liquidation Value” shall mean the Company’s book value, as determined by the Company and approved by GGK. In no event, however, will the Company’s Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO SharesShares present, in person or by proxy, at a meeting of the Company’s stockholders called for such purpose. At the time the Company seeks approval of any potential Business Combination, the Company will offer each holder of holders of the Company's Common Stock issued in this Offering ("“IPO Shares"”) the right to convert their IPO Shares at a per share price (“Conversion Price”) equal to the amount in the Trust Fund (inclusive of any interest income therein) on calculated as of two business days prior to the record date ("Conversion Price") for determination consummation of stockholders entitled to vote upon the proposal to approve such proposed Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean If a majority of the Company's book value, as determined by holders of IPO Shares present and entitled to vote on the Company Business Combination vote in favor of such Business Combination and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 2040% in interest of the Company's ’s IPO Shares vote against such approval of a Business Combinationelect to convert their IPO Shares, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 2040% or more in interest of the IPO Shares Shares, who vote against approval of any potential Business Combination, elect to convert their IPO Shares, the Company will not proceed with such Business Combination and will not convert such shares. The provisions of this Section 8.8 may not be modified, amended or deleted under any circumstances.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's stockholders for their approval ("“Business Combination Vote"”) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state lawlaw and will publicly announce the record date determining the shareholders entitled to vote at the meeting to approve the Business Combination at least two business days prior to such record date; and (ii) that, in the event that the Company does not effect a Business Combination within 18 24 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus)Effective Date, the Company will be liquidated and will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "’s “Liquidation Value." ” The Company’s “Liquidation Value” shall mean the Company’s book value, as determined by the Company and approved by GGK. In no event, however, will the Company’s Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO SharesShares present, in person or by proxy, at a meeting of the Company’s stockholders called for such purpose. At the time the Company seeks approval of any potential Business Combination, the Company will offer each holder of holders of the Company's Common Stock issued in this Offering ("“IPO Shares"”) the right to convert their IPO Shares at a per share price (“Conversion Price”) equal to the amount in the Trust Fund (inclusive of any interest income therein) on calculated as of two business days prior to the record date ("Conversion Price") for determination consummation of stockholders entitled to vote upon the proposal to approve such proposed Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean If a majority of the Company's book value, as determined by holders of IPO Shares present and entitled to vote on the Company Business Combination vote in favor of such Business Combination and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's ’s IPO Shares vote against such approval of a Business Combinationelect to convert their IPO Shares, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares Shares, who vote against approval of any potential Business Combination, elect to convert their IPO Shares, the Company will not proceed with such Business Combination and will not convert such shares. The provisions of this Section 8.8 may not be modified, amended or deleted under any circumstances.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's stockholders shareholders for their approval ("“Business Combination Vote"”) even if the nature of the acquisition is such as would not ordinarily require stockholder shareholder approval under applicable state lawlaw and will publicly announce the record date establishing the shareholders that will be entitled to vote at the meeting to approve the Business Combination at least two business days prior to such record date; and (ii) that, in the event that the Company does not effect a Business Combination within 18 24 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus)Effective Date, the Company will be liquidated and will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "’s “Liquidation Value." ” The Company’s “Liquidation Value” shall mean the Company’s book value, as determined by the Company and approved by UHY. In no event, however, will the Company’s Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders Shareholders to vote the shares of Common Stock Ordinary Shares owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO SharesShares present, in person or by proxy, at a meeting of the Company’s shareholders called for such purpose. At the time the Company seeks approval of any potential Business Combination, the Company will offer each holder of holders of the Company's Common Stock Ordinary Shares issued in this Offering ("“IPO Shares"”) the right to convert their IPO Shares at a per share price (“Conversion Price”) equal to the amount in the Trust Fund (inclusive of any interest income therein) on calculated as of two business days prior to the record date ("Conversion Price") for determination consummation of stockholders entitled to vote upon the proposal to approve such proposed Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean If a majority of the Company's book value, as determined by holders of IPO Shares present and entitled to vote on the Company Business Combination vote in favor of such Business Combination and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's ’s IPO Shares vote against such approval of a Business Combinationelect to convert their IPO Shares, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares Shares, who vote against approval of any potential Business Combination, elect to convert their IPO Shares, the Company will not proceed with such Business Combination and will not convert such shares. The provisions of this Section 8.8 may not be modified, amended or deleted under any circumstances.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's ’s stockholders for their approval ("“Business Combination Vote"”) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable the laws of the state lawof Delaware; and (ii) that, in the event that the Company does not effect a Business Combination business combination within 18 twenty-four (24) months from the consummation of the offering (the “Termination Date”), this Offering (subject shall trigger an automatic winding-up of the Company and the trust account will be liquidated to extension for an additional six-month period, as holders of IPO shares in the manner described in the Prospectus)Sale Preliminary Prospectus and the Prospectus as soon as reasonably practicable, and subject to the requirements of the laws of the state of Delaware. For purposes of this Section 8.6, the term “IPO shares” means the Common Stock contained in the public securities. 8.6.1 Upon liquidation of the Trust Account, subject to the requirements of the laws of the State of Delaware, the Company will be liquidated and will distribute only to all the holders of IPO Shares (defined below) an aggregate sum equal to the Company's "’s Liquidation Value." With respect to the Business Combination Vote, the Company which sum shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of be distributed Pro Rata among the holders of a majority of the IPO Shares. At The Company’s “Liquidation Value” means: (i) all of the time all principal and accrued interest contained within the Trust Account, less any amounts previously distributed to the Company seeks approval out of any potential Business Combinationthe interest earned on the Trust Account pursuant to the terms of the Trust Agreement (after payment of, the Company will offer each or provision for, applicable taxes and claims of holders creditors) PLUS (ii) all cash and other liquid assets (which shall be reduced to cash as part of the Company's Common Stock issued ’s winding up) then held by the Company outside of the Trust Account, all as distributed in this Offering ("IPO Shares") the right to convert their IPO Shares at a per share price equal amounts to the amount in the Trust Fund (inclusive of any interest income therein) on the record date ("Conversion Price") for determination of stockholders entitled to vote upon the proposal to approve such Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean the Company's book value, holders as determined by the Company and audited by BDO. In no eventContinental, however, will the Company's Liquidation Value be less than as trustee of the Trust Fund, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's IPO Shares vote against such approval of a Business Combination, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business CombinationAccount. Only holders of IPO Shares as of the record date for the distribution shall be entitled to receive liquidating distributions with respect to the IPO Shares they beneficially own and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders , including the shares of 20% or more in interest of Common Stock held by the IPO Shares vote against approval of any potential Business Combination, Initial Stockholders prior to the Company will not proceed with such Business Combination Offering (but shall include Common Stock underlying the Founders Warrants and will not convert such sharesCommon Stock purchased by Initial Stockholders after the Offering).

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's stockholders for their approval ("Business Combination Vote") even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus), the Company will be liquidated and will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "Liquidation Value." The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and approved by Xxxxxx. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO SharesShares present, in person or by proxy, at a meeting of the Company's stockholders called for such purpose. At the time the Company seeks approval of any potential Business Combination, the Company will offer each holder of holders of the Company's Common Stock issued in this Offering ("IPO Shares") the right to convert their IPO Shares at a per share price ("Conversion Price") equal to the amount in the Trust Fund (inclusive of any interest income therein) on calculated as of two business days prior to the record date ("Conversion Price") for determination consummation of stockholders entitled to vote upon the proposal to approve such proposed Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean If a majority of the Company's book value, as determined by holders of IPO Shares present and entitled to vote on the Company Business Combination vote in favor of such Business Combination and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's IPO Shares vote against such approval of a Business Combinationelect to convert their IPO Shares, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares Shares, who vote against approval of any potential Business Combination, elect to convert their IPO Shares, the Company will not proceed with such Business Combination and will not convert such shares. The provisions of this Section 8.8 may not be modified, amended or deleted under any circumstances.

Acquisition/Liquidation Procedure. The Company agreesagrees that: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's stockholders for their approval ("Business Combination Vote") even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus), the Company will be liquidated and will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "Liquidation Value." The Company's "Liquidation Value" shall mean the Company's book value (including for this purpose only the Contingent Discount and any interest earned thereon, net of taxes payable), as determined by the Company and audited by GGK. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the shares of Common Stock issued on the Offering (the "IPO Shares"). At the time the Company seeks approval of any potential Business Combination, the Company will offer each of holders holder of the Company's Common Stock issued in this Offering ("IPO Shares") Shares the right to convert redeem their IPO Shares at a per share price equal to the amount in the Trust Fund (exclusive of the Contingent Discount and accrued interest thereon, and inclusive of any interest income thereinaccruing with respect to the net proceeds attributable to the IPO Shares, net of taxes payable) on the record date (the "Conversion Redemption Price") for determination of stockholders entitled to vote upon the proposal to approve such Business Combination (the "Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 2033% in interest of the Company's IPO Shares vote against such approval of a Business Combination, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert redeem shares, based upon the Conversion Redemption Price, from those holders of IPO Shares who affirmatively requested such conversion redemption and who voted against the Business Combination. If holders of 33% or more in interest of the IPO Shares vote against approval of any potential Business Combination, the Company will not proceed with such Business Combination and will not redeem such shares, but rather shall be liquidated and will distribute to all holders of IPO Shares an aggregate sum equal to the Company's Liquidation Value. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares vote against approval of any potential Business Combination, the Company will not proceed with such Business Combination and will not convert such shares.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's stockholders shareholders for their approval ("“Business Combination Vote"”) even if the nature of the acquisition is such as would not ordinarily require stockholder shareholder approval under applicable state lawlaw and will publicly announce the record date establishing the shareholders that will be entitled to vote at the meeting to approve the Business Combination at least two business days prior to such record date; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the Effective Date, or 30 months from the Effective Date if a letter of intent, agreement in principle or definitive agreement has been executed within 18 months after consummation of this Offering (subject to extension for an additional six-offering and the Business Combination has not been consummated within such 18 month period, as described in the Prospectus), the Company will be liquidated and will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "’s “Liquidation Value." ” The Company’s “Liquidation Value” shall mean the Company’s book value, as determined by the Company and approved by UHY. In no event, however, will the Company’s Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon (net of taxes payable and funds released to the Company for working capital purposes). Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders Shareholders to vote the shares of Common Stock Ordinary Shares owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO SharesShares present, in person or by proxy, at a meeting of the Company’s shareholders called for such purpose. At the time the Company seeks approval of any potential Business Combination, the Company will offer each holder of holders of the Company's Common Stock Ordinary Shares issued in this the Offering ("“IPO Shares"”) the right to convert their IPO Shares at a per share price (“Conversion Price”) equal to the amount in the Trust Fund (inclusive of any interest income therein) on calculated as of two business days prior to the record date ("Conversion Price") for determination consummation of stockholders entitled to vote upon the proposal to approve such proposed Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean If a majority of the Company's book value, as determined by holders of IPO Shares present and entitled to vote on the Company Business Combination vote in favor of such Business Combination and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 2040% in interest of the Company's ’s IPO Shares vote against such approval of a Business Combinationelect to convert their IPO Shares, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 2040% or more in interest of the IPO Shares Shares, who vote against approval of any potential Business Combination, elect to convert their IPO Shares, the Company will not proceed with such Business Combination and will not convert such shares. The provisions of this Section 8.8 may not be modified, amended or deleted under any circumstances.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's ’s stockholders for their approval ("“Business Combination Vote"”) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus), the Company will be liquidated and will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "’s “Liquidation Value." ” The Company’s “Liquidation Value” shall mean the Company’s book value, as determined by the Company and approved by LCM. In no event, however, will the Company’s Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO SharesShares present, in person or by proxy, at a meeting of the Company’s stockholders called for such purpose. At the time the Company seeks approval of any potential Business Combination, the Company will offer each of holders holder of the Company's ’s Common Stock issued in this Offering ("“IPO Shares"”) the right to convert their IPO Shares at a per share price (“Conversion Price”) equal to the amount in the Trust Fund (inclusive of any interest income therein) on calculated as of two business days prior to the record date ("Conversion Price") for determination consummation of stockholders entitled to vote upon the proposal to approve such proposed Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's ’s IPO Shares vote against such approval of a Business Combinationelect to convert their IPO Shares, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares Shares, who vote against approval of any potential Business Combination, elect to convert their IPO Shares, the Company will not proceed with such Business Combination and will not convert such shares.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's ’s stockholders for their approval ("“Business Combination Vote"”) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus), the Company Trust Account will be liquidated and the Trustee will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "’s “Liquidation Value." ” The Company’s “Liquidation Value” shall mean the Company’s book value, as determined by the Company and approved by LCM. In no event, however, will the Company’s Liquidation Value be less than the Trust Account, inclusive of any net interest income thereon (net of taxes on such interest). Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO SharesShares present, in person or by proxy, at a meeting of the Company’s stockholders called for such purpose. At the time the Company seeks approval of any potential Business Combination, the Company will offer each of holders holder of the Company's ’s Common Stock issued in this Offering ("“IPO Shares"”) the right to convert their IPO Shares at a per share price (“Conversion Price”) equal to the amount in the Trust Fund Account (inclusive of any interest income therein, net of taxes) on calculated as of two business days prior to the record date ("Conversion Price") for determination consummation of stockholders entitled to vote upon the proposal to approve such proposed Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's ’s IPO Shares vote against such approval of a Business Combinationelect to convert their IPO Shares, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares Shares, who vote against approval of any potential Business Combination, elect to convert their IPO Shares, the Company will not proceed with such Business Combination and will not convert such shares.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's stockholders for their approval ("Business Combination Vote") even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) agrees that, in the event that the Company does not effect a Business Combination Transaction within 18 21 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus)Offering, the Company will be liquidated and will distribute the proceeds in the Trust Account to all holders of IPO Shares (defined below) an aggregate sum equal as soon as reasonably practicable, subject to the Company's "Liquidation Value." With respect to the Business Combination Vote, the Company shall cause all requirements of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote laws of the holders of a majority British Virgin Islands. Upon liquidation of the IPO Shares. At the time the Company seeks approval of any potential Business CombinationTrust Account, the Company will offer each of holders of the Company's Common Stock issued in this Offering ("IPO Shares") the right distribute to convert their IPO Shares at a per share price equal to the amount in the Trust Fund (inclusive of any interest income therein) on the record date ("Conversion Price") for determination of stockholders entitled to vote upon the proposal to approve such Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's IPO Shares vote against such approval of a Business Combination, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those all holders of IPO Shares who affirmatively requested such conversion (as defined below) the proceeds in the Trust Account (net of taxes payable, the interest income released to the Company to fund its working capital requirements and who voted against any amounts necessary to purchase up to 15% of the Business CombinationOrdinary Shares sold in the Offering). Only holders of IPO Shares (as defined below) shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company, including the Warrants and Placement Warrants. If holders of 20% or more in interest of the IPO Shares vote against approval of any potential In connection with a Business CombinationTransaction, the Company will not proceed with such offer each holder of the Company’s Ordinary Shares issued in this Offering (“IPO Shares”) the right to redeem their IPO Shares at a per share price (“Redemption Price”) equal to the amount in the Trust Fund (net of taxes payable, the interest income on the proceeds placed in the Trust Fund released to the Company to fund its working capital requirements and any amounts necessary to purchase up to 15% of the Ordinary Shares sold in the Offering) divided by the total number of IPO Shares. The Company will consummate its initial Business Combination and will not convert such sharesTransaction only if holders of no more than 74% (up to 77% if the over-allotment is exercised in full) of the Company’s Ordinary Shares elect to redeem their shares and, solely if the Company seeks shareholder approval, a majority of the outstanding ordinary shares of the Company entitled to vote are voted in favor of the Business Transaction.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's ’s stockholders for their approval ("the “Business Combination Vote"”) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering offering (subject to extension for an additional six-month period, as described in the Prospectus), the Company will be liquidated promptly initiate procedures to liquidate and will distribute to all holders of IPO Shares Units (as defined below) an aggregate sum equal to the Company's "Liquidation Value." With respect ’s “Net Assets” (less approximate reservation for liabilities). Such procedures will include the adoption of a plan of dissolution and liquidation by the Company’s Board of Directors and the presentation of such plan to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO Shares. At the time the Company seeks approval of any potential Business Combination, the Company will offer each of holders of the Company's Common Stock issued in this Offering ("IPO Shares") the right to convert their IPO Shares at a per share price equal to the amount in the Trust Fund (inclusive of any interest income therein) on the record date ("Conversion Price") for determination of stockholders entitled to vote upon the proposal to approve such Business Combination ("Record Date") divided by the total number of IPO Shares’s stockholders. The Company's "Liquidation Value" shall mean ’s “Net Assets” means the Company's ’s book value, as determined by the Company and audited approved by BDOits independent accountant. In no event, however, will the Company's Liquidation Value ’s Net Assets be less than the amount in the Trust FundAccount, inclusive of any net interest income thereon. If holders of less than 20% in interest of (after payment of, or provision for applicable taxes) thereon except to the Company's IPO Shares vote against such approval of a Business Combination, extent there are creditors’ claims not satisfied by amounts outside the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business CombinationTrust Account. Only holders of IPO Shares Units shall be entitled to receive liquidating distributions with respect to the IPO Units they beneficially own and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. There will be no distribution from the Trust Account with respect to the Warrants, which will expire worthless if the Company is liquidated. With respect to the Business Combination Vote, the Company shall cause the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to the consummation of the offering in accordance with the vote of the holders of a majority of the IPO Units present, in person or by proxy, at a meeting of the Company’s stockholders called for such purpose. At the time the Company seeks approval of any potential Business Combination (prior to the consummation of its initial Business Combination), the Company will offer each holder of the Company’s Common Stock issued in this offering (the “IPO Units”) that votes against such Business Combination the right to convert their IPO Units at a per Unit price (the “Conversion Price”) equal to the amount in the Trust Account (inclusive of any interest income therein, after payment of, or provision for, applicable taxes) calculated as of two business days prior to the consummation of the proposed Business Combination divided by the total number of IPO Units. If holders of less than 20% in interest of the Company’s IPO Units elect to convert their IPO Units into cash at the Conversion Price, the Company may proceed with such Business Combination. In any such event, the Company will convert IPO Units into cash at the Conversion Price from those holders of IPO Units who affirmatively requested such conversion and who voted against the Business Combination. If holders of 20% or more in interest of the IPO Shares Units, who vote against approval of any potential Business Combination, elect to convert their IPO Units into cash at the Conversion Price, the Company will not proceed with such Business Combination and will not convert such sharesIPO Units.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's ’s stockholders for their approval ("“Business Combination Vote"”) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus), the Company will be liquidated and will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "’s “Liquidation Value." ” With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO Shares. Additionally, all Initial Stockholders have agreed to vote all Shares acquired by them in or after the IPO in favor of the Business Combination. At the time the Company seeks approval of any potential Business Combination, the Company will offer each of the holders of the Company's ’s Common Stock issued in this Offering ("the “IPO Shares"”) the right to convert their IPO Shares at a per share price equal to the amount in the Trust Fund (inclusive of any interest income therein, net of any taxes payable thereon) on the record date ("the “Conversion Price"”) for determination of stockholders entitled to vote upon the proposal to approve such Business Combination ("the “Record Date"”) divided by the total number of IPO Shares. The Company's "’s “Liquidation Value" ” shall mean the Company's ’s book value, as determined by the Company and audited by BDOXxxxxx. In no event, however, will the Company's ’s Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon, net of any taxes payable thereon. If holders of less than 20% in interest of the Company's ’s IPO Shares vote against such approval of a Business Combination, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares vote against approval of any potential Business Combination, the Company will not proceed with such Business Combination and will not convert such shares.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's stockholders for their approval ("Business Combination Vote") even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus), the Company will be liquidated and will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "Liquidation Value." The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and approved by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO SharesShares present, in person or by proxy, at a meeting of the Company's stockholders called for such purpose. At the time the Company seeks approval of any potential Business Combination, the Company will offer each holder of holders of the Company's Common Stock issued in this Offering ("IPO Shares") the right to convert their IPO Shares at a per share price ("Conversion Price") equal to the amount in the Trust Fund (inclusive of any interest income therein) on calculated as of two business days prior to the record date ("Conversion Price") for determination consummation of stockholders entitled to vote upon the proposal to approve such proposed Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's IPO Shares vote against such approval of a Business Combinationelect to convert their IPO Shares, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares Shares, who vote against approval of any potential Business Combination, elect to convert their IPO Shares, the Company will not proceed with such Business Combination and will not convert such shares.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's stockholders for their approval ("Business Combination VoteBUSINESS COMBINATION VOTE") even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus), the Company will be liquidated and will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "Liquidation Value." The Company's "LIQUIDATION VALUE" shall mean the Company's book value, as determined by the Company and approved by Eisner. In no event, however, xxxx xhe Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO SharesShares present, in person or by proxy, at a meeting of the Company's stockholders called for such purpose. At the time the Company seeks approval of any potential Business Combination, the Company will offer each of holders holder of the Company's Common Stock issued in this Offering ("IPO Shares") the right to convert their IPO Shares at a per share price ("CONVERSION PRICE") equal to the amount in the Trust Fund (inclusive of any interest income therein) on calculated as of two business days prior to the record date ("Conversion Price") for determination consummation of stockholders entitled to vote upon the proposal to approve such proposed Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's IPO Shares vote against such approval of a Business Combinationelect to convert their IPO Shares, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares Shares, who vote against approval of any potential Business Combination, elect to convert their IPO Shares, the Company will not proceed with such Business Combination and will not convert such shares.

Acquisition/Liquidation Procedure. (a) The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's ’s stockholders for their approval ("“Business Combination Vote"”) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the ProspectusProspectus)(the “Termination Date”), the Company shall take all action necessary to dissolve the Corporation and liquidate the Trust Account to holders of IPO Shares as soon as reasonably practicable, and after approval of the Company’s stockholders and subject to the requirements of the Delaware General Corporation Law (the “GCL”), including the adoption of a resolution by the Company’s Board of Directors, prior to such Termination Date, pursuant to Section 275(a) of the GCL, which shall deem the dissolution of the Company advisable and cause to be prepared such notices as are required by Section 275(a) of the GCL as promptly thereafter as possible. If the Company does not consummate a Business Combination by the Termination Date, the Company shall, with respect to any plan of dissolution and liquidation, cause the Company’s Board of Directors to convene, adopt a plan of dissolution and liquidation and promptly prepare and file a proxy statement with the Securities and Exchange Commission setting out the plan of dissolution and liquidation. If the Company seeks approval from its stockholders to consummate a Business Combination within 90 days of the expiration of 24 months from the Effective Date, the proxy statement related to such Business Combination will be liquidated also seek stockholder approval for the plan of dissolution and liquidation in the event the stockholders do not approve the Business Combination. If no proxy statement seeking the approval of the stockholders for a Business Combination has been filed within 30 days prior to the date which is 24 months from the Effective Date, the Company shall cause its Board of Directors, prior to such date, to convene and adopt a plan of dissolution and liquidation and on such date file a proxy statement with the Securities and Exchange Commission seeking stockholder approval for such plan. Upon liquidation of the Trust Account, the Company will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "’s “Liquidation Value." With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO Shares. At the time the Company seeks approval of any potential Business Combination, the Company will offer each of holders of the Company's Common Stock issued in this Offering ("IPO Shares") the right to convert their IPO Shares at a per share price equal to the amount in the Trust Fund (inclusive of any interest income therein) on the record date ("Conversion Price") for determination of stockholders entitled to vote upon the proposal to approve such Business Combination ("Record Date") divided by the total number of IPO Shares. ” The Company's "’s “Liquidation Value" ” shall mean the Company's ’s book value, as determined by the Company and audited by BDO. In no event, however, will the Company's ’s Liquidation Value be less than the amount contained in the Trust FundFund at that time, inclusive of any net interest income thereon. If holders of thereon less than 20% in interest any amounts previously distributed to the Company out of the Company's IPO Shares vote against such approval interest earned on the Trust Account pursuant to the terms of a Business Combination, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business CombinationTrust Agreement. Only holders of IPO Shares (as defined below) shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company, including the shares of Common Stock underlying the Placement Units, the Placement Warrants and the Incentive Warrants. If holders With respect to any vote for any plan of 20% or more in interest dissolution and liquidation recommended by the Company’s Board of the IPO Shares vote against approval of any potential Business CombinationDirectors, the Company will not proceed with shall cause all of the Initial Stockholders and the purchasers of the Placement Securities to vote the shares of Common Stock owned by them immediately prior to this Offering in favor of such Business Combination plan of dissolution and will not convert such sharesliquidation.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's stockholders for their approval ("Business Combination Vote") even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) agrees that, in the event that the Company does not effect a Business Combination Transaction within 18 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus), the Company will be liquidated and will distribute the proceeds in the Trust Account to all holders of IPO Shares (defined below) an aggregate sum equal as soon as reasonably practicable, subject to the Company's "Liquidation Value." With respect to the Business Combination Vote, the Company shall cause all requirements of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote laws of the holders of a majority British Virgin Islands. Upon liquidation of the IPO Shares. At the time the Company seeks approval of any potential Business CombinationTrust Account, the Company will offer each of holders of the Company's Common Stock issued in this Offering ("IPO Shares") the right distribute to convert their IPO Shares at a per share price equal to the amount in the Trust Fund (inclusive of any interest income therein) on the record date ("Conversion Price") for determination of stockholders entitled to vote upon the proposal to approve such Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's IPO Shares vote against such approval of a Business Combination, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those all holders of IPO Shares who affirmatively requested such conversion (as defined below) the proceeds in the Trust Account (net of taxes payable, the interest income released to the Company to fund its working capital requirements and who voted against any amounts necessary to purchase up to 15% of the Business CombinationOrdinary Shares sold in the Offering). Only holders of IPO Shares (as defined below) shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company, including the Warrants and Placement Warrants. If holders of 20% or more in interest of the IPO Shares vote against approval of any potential In connection with a Business CombinationTransaction, the Company will not proceed with such offer each holder of the Company’s Ordinary Shares issued in this Offering (“IPO Shares”) the right to redeem their IPO Shares at a per share price (“Redemption Price”) equal to the amount in the Trust Fund (net of taxes payable, the interest income on the proceeds placed in the Trust Fund released to the Company to fund its working capital requirements any amounts necessary to purchase up to 15% of the Ordinary Shares sold in the Offering) divided by the total number of IPO Shares. The Company will consummate its initial Business Combination and will not convert such sharesTransaction only if holders of no more than 85% of the Company’s Ordinary Shares elect to redeem their shares and, solely if the Company seeks shareholder approval, a majority of the outstanding ordinary shares of the Company entitled to vote are voted in favor of the Business Transaction.

Acquisition/Liquidation Procedure. 7.6.1. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's stockholders ’s shareholders for their approval ("“Business Combination Vote"”) even if the nature of the acquisition is such as would not ordinarily require stockholder shareholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from by the consummation termination date of this Offering the Company’s corporate existence (subject to extension for an additional six-month period, as described in the Prospectus“Termination Date”), the Company will be liquidated shall take all action necessary to dissolve the Company and liquidate the Trust Account to holders of IPO Shares as soon as reasonably practicable, subject to the requirements of the laws of the British Virgin Islands. Upon liquidation of the Trust Account, the Company will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to $7.89 per unit (plus any remaining portion of the interest income earned on the Trust Account but net of: (i) taxes payable on interest income earned on the Trust Account; (ii) amounts to be paid to any redeeming shareholders voting against the Extended Period (as defined below) provided the Extended Period is approved by the Company's "Liquidation Value’s shareholders; and (iii) amounts released to the Company, from time to time, to fund its working capital and general corporate requirements plus a pro rata share of any remaining net assets, subject to any valid claims by creditors that are not covered by amounts held in the Trust Account or the indemnities provided by the Company’s directors and officers. Only holders of IPO Shares (as defined below) shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company, including the Insider Securities and the Placement Warrants. With respect to any vote for any plan of dissolution and liquidation recommended by the Company’s Board of Directors, if any, the Company shall use its reasonable best efforts to cause all of the Company Affiliates to vote the Ordinary Shares owned by them in favor of such plan of dissolution and liquidation." 7.6.2. With respect to the Business Combination VoteVote or any vote to extend the period of time to consummate a Business Combination by an additional 6 months (the “Extended Period”), the Company shall use its reasonable best efforts to cause all of the Initial Stockholders Insider Shareholders to vote the shares of Common Stock Ordinary Shares owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO Shares. In addition, the Company shall use its reasonable best efforts to cause the Insider Shareholders to vote Ordinary Shares they acquire in the IPO or in the aftermarket in favor of the Business Combination and in favor of the Extended Period. At the time the Company seeks approval of any potential Business CombinationCombination or Extended Period, the Company will offer each of the holders of the Company's Common Stock ’s Ordinary Shares issued in this Offering ("the “IPO Shares"”) the right to convert their IPO Shares at a per share price equal to $7.89 (the amount in the Trust Fund (inclusive of any interest income therein) on the record date ("Conversion “Redemption Price") for determination of stockholders entitled to vote upon the proposal to approve such Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon”). If holders of up to one share less than 2035% in interest of the Company's ’s IPO Shares Shares, on a cumulative basis together with those shareholders voting against the Extended Period, vote against such approval of a Business Combination, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert redeem shares, based upon the Conversion Redemption Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. If holders of 35% or more in interest of the IPO Shares, on a cumulative basis together with those shareholders voting against the Extended Period and electing to redeem their IPO Shares, vote against approval of any potential Business Combination and elect to redeem their IPO Shares, the Company will not proceed with such Business Combination and will not convert such shares. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares vote against approval of any potential Business Combination, the Company will not proceed with such Business Combination and will not convert such shares.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's ’s stockholders for their approval ("“Business Combination Vote"”) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 15 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus), the Company Trust Fund will be liquidated and will distribute distributed to all holders of IPO Shares (defined below) an aggregate sum equal its Class B Common Stock and the Company will dissolve and liquidate. The Trust Fund will be distributed to all holders of the Class B Common Stock and the Company’s remaining net assets, if any, will be distributed to the Company's "Liquidation Value." With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares holders of Common Stock owned by them immediately prior to sold in this Offering in accordance with the vote of the holders of a majority of the IPO SharesOffering. At the time the Company seeks approval of any potential Business Combination, the Company will offer each of holders of the Company's ’s Class B Common Stock issued in this Offering ("“IPO Shares"”) the right to convert their IPO Shares at a per share price equal to the amount in the Trust Fund (inclusive of any interest income therein) on calculated as of two business days prior to the record date ("Conversion Price") for determination proposed consummation of stockholders entitled to vote upon the proposal to approve such Business Combination ("Record Date"“Conversion Price”) divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's ’s IPO Shares vote against such approval of a Business Combination, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares vote have both voted against approval of any potential Business CombinationCombination and elected to convert their IPO Shares as discussed above, the Company will not proceed with such Business Combination and will not convert such shares.

Acquisition/Liquidation Procedure. 7.6.1. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's stockholders ’s shareholders for their approval ("“Business Combination Vote"”) even if the nature of the acquisition is such as would not ordinarily require stockholder shareholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from by the consummation termination date of this Offering the Company’s corporate existence (subject to extension for an additional six-month period, as described in the Prospectus“Termination Date”), the Company will be liquidated shall take all action necessary to dissolve the Company and liquidate the Trust Account to holders of IPO Shares as soon as reasonably practicable, subject to the requirements of the laws of the Republic of Mxxxxxxx Islands. Upon liquidation of the Trust Account, the Company will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to $10.00 per unit (plus a portion of the interest income earned on the Trust Account but net of: (i) taxes payable on interest income earned on the Trust Account; (ii) interest income previously distributed to Public Shareholders; and (iii) up to an aggregate of $675,000 of interest income that we may draw in the event the over-allotment option is exercised in full) plus a pro rata share of any remaining net assets, subject to any valid claims by our creditors that are not covered by amounts held in the Trust Account or the indemnities provided by the Company's "Liquidation Value’s directors and officers. Only holders of IPO Shares (as defined below) shall be entitled to receive liquidating distributions and the Maxim Group LLC , 2007 Page 39 of 45 Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company, including the Placement Warrants. With respect to any vote for any plan of dissolution and liquidation recommended by the Company’s Board of Directors, if any, the Company shall use its reasonable best efforts to cause all of the Company Affiliates to vote the shares of Common Stock owned by them in favor of such plan of dissolution and liquidation." 7.6.2. With respect to the Business Combination Vote, the Company shall use its reasonable best efforts to cause all of the Initial Stockholders Shareholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO Shares. In addition, the Company shall use its reasonable best efforts to cause the Initial Shareholders to vote shares of Common Stock they acquire in the IPO or in the aftermarket in favor of the Business Combination. At the time the Company seeks approval of any potential Business Combination, the Company will offer each of the holders of the Company's ’s Common Stock issued in this Offering ("the “IPO Shares"”) the right to convert their IPO Shares at a per share price equal to $10.00 (the amount in the Trust Fund (inclusive of any interest income therein) on the record date ("Conversion “Redemption Price") for determination of stockholders entitled to vote upon the proposal to approve such Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon”). If holders of up to one share less than 2035.0% in interest of the Company's ’s IPO Shares vote against such approval of a Business Combination, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert redeem shares, based upon the Conversion Redemption Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. If holders of 35.0% or more in interest of the IPO Shares vote against approval of any potential Business Combination, the Company will not proceed with such Business Combination and will not convert such shares. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares vote against approval of any potential Business Combination, the Company will not proceed with such Business Combination and will not convert such shares.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's ’s stockholders for their approval ("“Business Combination Vote"”) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus), the Company will be liquidated and will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "’s “Liquidation Value." ” The Company’s “Liquidation Value” shall mean the Company’s book value, as determined by the Company and audited by CPA. In no event, however, will the Company’s Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering Offering, as well as any shares of Common Stock acquired in connection with or following the offering, in accordance with the vote of the holders of a majority of the IPO SharesShares present, in person or by proxy, at a meeting of the Company’s stockholders called for the Business Combination Vote. At the time the Company seeks approval of any potential Business Combination, the Company will offer each holder of holders of the Company's Common Stock issued in this Offering ("“IPO Shares"”) the right to convert their IPO Shares at a per share price (“Conversion Price”) equal to the amount in the Trust Fund (inclusive of any interest income therein) on calculated as of two business days prior to the record date ("Conversion Price") for determination consummation of stockholders entitled to vote upon the proposal to approve such proposed Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's ’s IPO Shares vote against such approval of a Business Combinationelect to convert their IPO Shares, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares Shares, who vote against approval of any potential Business Combination, elect to convert their IPO Shares, the Company will not proceed with such Business Combination and will not convert such shares.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's ’s stockholders for their approval ("“Business Combination Vote"”) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus), the Company will be liquidated use its best efforts to obtain stockholder approval to dissolve the Company and will liquidate and distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "’s “Liquidation Value." ,” in accordance with the applicable provisions of the Delaware General Corporation Law, as described in the Prospectus. With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO Shares. At the time the Company seeks approval of any potential Business Combination, the Company will offer each of holders of the Company's ’s Common Stock issued in this Offering ("the “IPO Shares"”) the right to convert their IPO Shares at a per share price equal to the amount in the Trust Fund (inclusive of any interest income therein, net of working capital and taxes payable) on the record date ("the “Conversion Price"”) for determination of stockholders entitled to vote upon the proposal to approve such Business Combination ("the “Record Date"”) divided by the total number of IPO Shares. The Company's "’s “Liquidation Value" ” shall mean the Company's ’s book value, as determined by the Company and audited by BDOGGK. In no event, however, will the Company's ’s Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's ’s IPO Shares vote against such approval of a Business Combination, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares vote against approval of any potential Business Combination, the Company will not proceed with such Business Combination and will not convert such shares.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's stockholders for their approval ("Business Combination Vote") even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus), the Company will be liquidated and will distribute to all holders of the Company's Common Stock issued in this Offering ("IPO Shares (defined belowShares") an aggregate sum equal to the Company's "Liquidation Value." The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and approved by Xxxxxxxxx. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO SharesShares present, in person or by proxy, at a meeting of the Company's stockholders called for such purpose. At the time the Company seeks approval of any potential Business Combination, the Company will offer each holder of holders of the Company's Common Stock issued in this Offering ("IPO Shares") Shares the right to convert their IPO Shares at a per share price ("Conversion Price") equal to the amount in pro rata portion of the Trust Fund represented by such IPO Shares (inclusive of any interest income thereintherein but net of taxes payable and before payment of Deferred Fees) on calculated as of two business days prior to the record date ("Conversion Price") for determination consummation of stockholders entitled to vote upon the proposal to approve such proposed Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's IPO Shares vote against such approval of a Business Combinationelect to convert their IPO Shares, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares Shares, who vote against approval of any potential Business Combination, elect to convert their IPO Shares, the Company will not proceed with such Business Combination and will not convert such shares.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's ’s stockholders for their approval ("“Business Combination Vote"”) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 15 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus), the Company Trust Fund will be liquidated and will distribute distributed to all holders of IPO Shares (defined below) an aggregate sum equal its Class B Common Stock and the Company will dissolve and liquidate. The Trust Fund will be distributed to all holders of the Class B Common Stock and the Company’s remaining net assets, if any, will be distributed to the Company's "Liquidation Value." With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares holders of Common Stock owned by them immediately prior to sold in this Offering in accordance with the vote of the holders of a majority of the IPO SharesOffering. At the time the Company seeks approval of any potential Business Combination, the Company will offer each of holders of the Company's ’s Class B Common Stock issued in this Offering ("“IPO Shares"”) the right to convert their IPO Shares at a per share price equal to the amount in the Trust Fund (inclusive of any interest income therein) on calculated as of two business days prior to the record date ("Conversion Price") for determination proposed consummation of stockholders entitled to vote upon the proposal to approve such Business Combination ("Record Date"“Conversion Price”) divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's ’s IPO Shares vote against such approval of a Business Combination, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares vote against approval of any potential Business Combination, the Company will not proceed with such Business Combination and will not convert such shares.

Acquisition/Liquidation Procedure. (a) The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's ’s stockholders for their approval ("“Business Combination Vote"”) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state lawlaw and will publicly announce the record date determining the stockholders entitled to vote at the meeting to approve the Business Combination at least two business days prior to such record date; and (ii) that, in the event that the Company does not effect a Business Combination within 18 24 months from the consummation of this Offering Effective Date (subject to extension for an additional six-month period, as described or 30 months from the Effective Date in the Prospectusevent the stockholders of the Company approve the Extension Amendment) (“Termination Date”), the Company will be liquidated and will distribute to all holders of IPO Shares (defined below) an aggregate sum amount equal to the Company's "Liquidation Value." With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering funds held in accordance with the vote of the holders of a majority of the IPO Shares. At the time the Company seeks approval of any potential Business Combination, the Company will offer each of holders of the Company's Common Stock issued in this Offering ("IPO Shares") the right to convert their IPO Shares at a per share price equal to the amount in the Trust Fund (inclusive of any interest income therein) on the record date ("Conversion Price") for determination of stockholders entitled to vote upon the proposal to approve such Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders thereon less (i) taxes payable on interest income earned on the Trust Account, (ii) amounts to be paid to any redeeming stockholders voting against the Extension Amendment and (iii) up to $3,700,000 of less than 20% in interest of income earned on the Company's IPO Shares vote against such approval of a Business Combination, Trust Account released to the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combinationfund working capital. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. With respect to the Business Combination Vote, the Company shall cause the Initial Stockholder to vote the shares of Common Stock owned by it immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO Shares present, in person or by proxy, at a meeting of the Company’s stockholders called for such purpose. (b) At the time the Company seeks approval of (i) the Extension Amendment and/or (ii) any potential Business Combination, as the case may be, the Company will offer each holder of Common Stock issued in this Offering (“IPO Shares”) the right to redeem their IPO Shares at a per share price (“Redemption Price”) equal to the amount in the Trust Fund (inclusive of any interest income therein less (i) taxes payable on interest income earned on the Trust Account, (ii) amounts to be paid to any redeeming stockholders voting against the Extension Amendment and (iii) up to $3,700,000 of interest income earned on the Trust Account released to the Company to fund working capital) calculated as of two business days prior to the date of the filing of the Extension Amendment with the Secretary of the State of Delaware or consummation of the proposed Business Combination, as the case may be, divided by the total number of IPO Shares. If a majority of the holders of IPO Shares present and entitled to vote on the Business Combination vote in favor of such Business Combination and holders of one share less than 40% in interest of the Company’s IPO Shares both vote against the Business Combination and elect to redeem their IPO Shares on a cumulative basis with the stockholders who previously exercised their redemption rights in connection with the stockholder vote required to approve the Extension Amendment, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will redeem shares, based upon the Redemption Price, from those holders of IPO Shares who affirmatively requested such redemption and who voted against the Business Combination. If holders of 2040% or more in interest of the IPO Shares Shares, who vote against approval of the Extension Amendment and/or any potential Business CombinationCombination on a cumulative basis, elect to redeem their IPO Shares, the Company will not proceed with such Extension Amendment or Business Combination and will not convert redeem such shares. In addition, the Initial Stockholder, officers and directors of the Company have agreed, and the Company shall cause the Initial Stockholder, officers and directors of the Company, to vote the shares acquired by them (whether directly or through an affiliate) (i) prior to the public offering and (ii) any shares acquired in connection with or following the public offering, in favor of an amendment to the Company’s Certificate of Incorporation to extend the Company’s corporate life in the event the proposed Business Combination is approved and against such proposal in the event a proposed Business Combination is not approved. The provisions of this Section 7.6 may not be modified, amended or deleted under any circumstances.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's ’s stockholders for their approval ("“Business Combination Vote"”) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state lawlaw and will publicly announce the record date establishing the shareholders that will be entitled to vote at the meeting to approve the Business Combination at least two business days prior to such record date; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the consummation of this the Offering, or thirty months from the consummation of the Offering (subject to extension for an additional six-if a definitive agreement has been executed within 18 months after the consummation of the Offering and the Business Combination has not been consummated within such 18 month period, as described in the Prospectus), the Company will be liquidated and will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "’s “Liquidation Value." ” The Company’s “Liquidation Value” shall mean the Company’s book value, as determined by the Company and approved by UHY. In no event, however, will the Company’s Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon after any permitted distributions to the Company as set forth in Section 2.23 hereof. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock Ordinary Shares owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO SharesShares present, in person or by proxy, at a meeting of the Company’s stockholders called for such purpose. At the time the Company seeks approval of any potential Business Combination, the Company will offer each holder of holders of the Company's Common Stock Ordinary Shares issued in this Offering ("“IPO Shares"”) the right to convert their IPO Shares at a per share price (“Conversion Price”) equal to the amount in the Trust Fund (inclusive of any interest income thereintherein after any permitted distributions to the Company as set forth in Section 2.23 hereof) on calculated as of two business days prior to the record date ("Conversion Price") for determination consummation of stockholders entitled to vote upon the proposal to approve such proposed Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean If a majority of the Company's book value, as determined by holders of IPO Shares present and entitled to vote on the Company Business Combination vote in favor of such Business Combination and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 2040% in interest of the Company's ’s IPO Shares vote against such approval of a Business Combinationelect to convert their IPO Shares, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 2040% or more in interest of the IPO Shares Shares, who vote against approval of any potential Business Combination, elect to convert their IPO Shares, the Company will not proceed with such Business Combination and will not convert such shares. The provisions of this Section 7.6 may not be modified, amended or deleted under any circumstances.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's stockholders for their approval ("Business Combination VoteBUSINESS COMBINATION VOTE") even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus), the Company will be liquidated and will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "Liquidation Value." The Company's "LIQUIDATION VALUE" shall mean the Company's book value, as determined by the Company and approved by Eisner. In no event, however, xxxx the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO SharesShares present, in person or by proxy, at a meeting of the Company's stockholders called for such purpose. At the time the Company seeks approval of any potential Business Combination, the Company will offer each of holders holder of the Company's Common Stock issued in this Offering ("IPO SharesSHARES") the right to convert their IPO Shares at a per share price ("CONVERSION PRICE") equal to the amount in the Trust Fund (inclusive of any interest income therein) on calculated as of two business days prior to the record date ("Conversion Price") for determination consummation of stockholders entitled to vote upon the proposal to approve such proposed Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's IPO Shares vote against such approval of a Business Combinationelect to convert their IPO Shares, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares Shares, who vote against approval of any potential Business Combination, elect to convert their IPO Shares, the Company will not proceed with such Business Combination and will not convert such shares.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's ’s stockholders for their approval ("“Business Combination Vote"”) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus) (the “Termination Date”), the Company shall take all action necessary to dissolve the Corporation and liquidate the Trust Fund to holders of IPO Shares (as defined below) as soon as reasonably practicable, and after approval of the Company’s stockholders and subject to the requirements of the Delaware General Corporation Law (the “GCL”), including the adoption of a resolution by the Company’s Board of Directors, prior to such Termination Date, pursuant to Section 275(a) of the GCL, which shall deem the dissolution of the Company advisable and cause to be prepared such notices as are required by Section 275(a) of the GCL as promptly thereafter as possible. If the Company does not consummate a Business Combination by the Termination Date, the Company shall, with respect to any plan of dissolution and liquidation, cause the Company’s Board of Directors to convene, adopt a plan of dissolution and liquidation and promptly prepare and file a proxy statement with the Securities and Exchange Commission setting out the plan of dissolution and liquidation. If the Company seeks approval from its stockholders to consummate a Business Combination within 90 days of the expiration of 24 months from the Effective Date, the proxy statement related to such Business Combination will be liquidated state that a vote of the stockholders not to approve the Business Combination will constitute a vote to dissolve and liquidate the Company. If no proxy statement seeking the approval of the stockholders for a Business Combination has been filed within 30 days prior to the date which is 24 months from the Effective Date, the Company shall cause its Board of Directors, prior to such date, to convene and adopt a plan of dissolution and liquidation and on such date file a proxy statement with the Securities and Exchange Commission seeking stockholder approval for such plan. Upon liquidation of the Trust Fund, the Company will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "Liquidation Value’s “Net Assets." With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO Shares. At the time the Company seeks approval of any potential Business Combination, the Company will offer each of holders of ” The Company’s “Net Assets” means the Company's Common Stock issued in this Offering ("IPO Shares") the right to convert their IPO Shares at a per share price equal to the amount in the Trust Fund (inclusive of any interest income therein) on the record date ("Conversion Price") for determination of stockholders entitled to vote upon the proposal to approve such Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean the Company's ’s book value, as determined by the Company and audited approved by BDOits independent accountant. In no event, however, will the Company's Liquidation Value ’s Net Assets be less than the amount in the Trust FundAccount, inclusive of any net interest income thereon. If holders of less than 20% in interest of (after payment of, or provision for applicable taxes) thereon except to the Company's IPO Shares vote against such approval of a Business Combination, extent there are creditors’ claims not satisfied by amounts outside the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business CombinationTrust Account. Only holders of IPO Shares (as defined below) shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders There will be no distribution from the Trust Account with respect to the Warrants, which will expire worthless if the Company is liquidated. With respect to any vote for any plan of 20% or more in interest dissolution and liquidation recommended by the Company’s Board of the IPO Shares vote against approval of any potential Business CombinationDirectors, the Company will not proceed with shall use its best efforts to cause all of the Company Affiliates and Initial Stockholders to vote the shares of Common Stock owned by them in favor of such Business Combination plan of dissolution and will not convert such sharesliquidation.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's stockholders for their approval ("Business Combination Vote") even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus), the Company will be liquidated and will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "Liquidation Value." The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and approved by GGK. In no event, however, will the Company's Liquidation Value be less than the Trust, inclusive of any net interest income thereon. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO SharesShares present, in person or by proxy, at a meeting of the Company's stockholders called for such purpose. At the time the Company seeks approval of any potential Business Combination, the Company will offer each holder of holders of the Company's Common Stock issued in this Offering ("IPO Shares") the right to convert their IPO Shares at a per share price ("Conversion Price") equal to the amount in the Trust Fund (inclusive of any interest income thereintherein net of taxes on such interest) on calculated as of two business days prior to the record date ("Conversion Price") for determination consummation of stockholders entitled to vote upon the proposal to approve such proposed Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean If a majority of the Company's book value, as determined by holders of IPO Shares present and entitled to vote on the Company Business Combination vote in favor of such Business Combination and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's IPO Shares vote against such approval of a Business Combinationelect to convert their IPO Shares, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares Shares, who vote against approval of any potential Business Combination, elect to convert their IPO Shares, the Company will not proceed with such Business Combination and will not convert such shares. The provisions of this Section 8.8 may not be modified, amended or deleted under any circumstances.

Acquisition/Liquidation Procedure. (a) The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's ’s stockholders for their approval ("“Business Combination Vote"”) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state lawlaw and will publicly announce the record date determining the stockholders entitled to vote at the meeting to approve the Business Combination at least two business days prior to such record date; and (ii) that, in the event that the Company does not effect a Business Combination within 18 24 months from the consummation of this Offering Effective Date (subject to extension for an additional six-month period, as described or 30 months from the Effective Date in the Prospectusevent the stockholders of the Company approve the Extension Amendment) (“Termination Date”), the Company will be liquidated and will distribute to all holders of IPO Shares (defined below) an aggregate sum amount equal to the Company's "Liquidation Value." With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering funds held in accordance with the vote of the holders of a majority of the IPO Shares. At the time the Company seeks approval of any potential Business Combination, the Company will offer each of holders of the Company's Common Stock issued in this Offering ("IPO Shares") the right to convert their IPO Shares at a per share price equal to the amount in the Trust Fund (inclusive of any interest income therein) on the record date ("Conversion Price") for determination of stockholders entitled to vote upon the proposal to approve such Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders thereon less (i) taxes payable on interest income earned on the Trust Account, (ii) amounts to be paid to any redeeming stockholders voting against the Extension Amendment and (iii) up to $3,700,000 of less than 20% in interest of income earned on the Company's IPO Shares vote against such approval of a Business Combination, Trust Account released to the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combinationfund working capital. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. With respect to the Business Combination Vote, the Company shall cause the Initial Stockholder to vote the shares of Common Stock owned by it immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO Shares present, in person or by proxy, at a meeting of the Company’s stockholders called for such purpose. (b) At the time the Company seeks approval of (i) the Extension Amendment and/or (ii) any potential Business Combination, the Company will offer each holder of Common Stock issued in this Offering (“IPO Shares”) the right to redeem their IPO Shares at a per share price (“Redemption Price”) equal to the amount in the Trust Fund (inclusive of any interest income therein less (i) taxes payable on interest income earned on the Trust Account, (ii) amounts to be paid to any redeeming stockholders voting against the Extension Amendment and (iii) up to $3,700,000 of interest income earned on the Trust Account released to the Company to fund working capital) calculated as of two business days prior to the consummation of the proposed Business Combination divided by the total number of IPO Shares. If a majority of the holders of IPO Shares present and entitled to vote on the Business Combination vote in favor of such Business Combination and holders of one share less than 40% in interest of the Company’s IPO Shares both vote against the Business Combination and elect to redeem their IPO Shares on a cumulative basis with the stockholders who previously exercised their redemption rights in connection with the stockholder vote required to approve the Extension Amendment, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will redeem shares, based upon the Redemption Price, from those holders of IPO Shares who affirmatively requested such redemption and who voted against the Business Combination. If holders of 2040% or more in interest of the IPO Shares Shares, who vote against approval of the Extension Amendment and/or any potential Business CombinationCombination on a cumulative basis, elect to redeem their IPO Shares, the Company will not proceed with such Extension Amendment or Business Combination and will not convert redeem such shares. In addition, the Initial Stockholder, officers and directors of the Company have agreed, and the Company shall cause the Initial Stockholder, officers and directors of the Company, to vote the shares acquired by them (whether directly or through an affiliate) (i) prior to the public offering and (ii) any shares acquired in connection with or following the public offering, in favor of an amendment to the Company’s Certificate of Incorporation to extend the Company’s corporate life in the event the proposed Business Combination is approved and against such proposal in the event a proposed Business Combination is not approved. The provisions of this Section 7.6 may not be modified, amended or deleted under any circumstances.

Acquisition/Liquidation Procedure. (a) The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's ’s stockholders for their approval ("“Business Combination Vote"”) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the ProspectusProspectus)(the “Termination Date”), the Company shall take all action necessary to dissolve the Corporation and liquidate the Trust Account to holders of IPO Shares as soon as reasonably practicable, and after approval of the Company’s stockholders and subject to the requirements of the Delaware General Corporation Law (the “GCL”), including the adoption of a resolution by the Company’s Board of Directors, prior to such Termination Date, pursuant to Section 275(a) of the GCL, which shall deem the dissolution of the Company advisable and cause to be prepared such notices as are required by Section 275(a) of the GCL as promptly thereafter as possible. If the Company does not consummate a Business Combination by the Termination Date, the Company shall, with respect to any plan of dissolution and liquidation, cause the Company’s Board of Directors to convene, adopt a plan of dissolution and liquidation and promptly prepare and file a proxy statement with the Securities and Exchange Commission setting out the plan of dissolution and liquidation. If the Company seeks approval from its stockholders to consummate a Business Combination within 90 days of the expiration of 24 months from the Effective Date, the proxy statement related to such Business Combination will be liquidated also seek stockholder approval for the plan of dissolution and liquidation in the event the stockholders do not approve the Business Combination. If no proxy statement seeking the approval of the stockholders for a Business Combination has been filed within 30 days prior to the date which is 24 months from the Effective Date, the Company shall cause its Board of Directors, prior to such date, to convene and adopt a plan of dissolution and liquidation and on such date file a proxy statement with the Securities and Exchange Commission seeking stockholder approval for such plan. Upon liquidation of the Trust Account, the Company will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "’s “Liquidation Value." With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO Shares. At the time the Company seeks approval of any potential Business Combination, the Company will offer each of holders of the Company's Common Stock issued in this Offering ("IPO Shares") the right to convert their IPO Shares at a per share price equal to the amount in the Trust Fund (inclusive of any interest income therein) on the record date ("Conversion Price") for determination of stockholders entitled to vote upon the proposal to approve such Business Combination ("Record Date") divided by the total number of IPO Shares. ” The Company's "’s “Liquidation Value" ” shall mean the Company's ’s book value, as determined by the Company and audited by BDO. In no event, however, will the Company's ’s Liquidation Value be less than the amount contained in the Trust FundFund at that time, inclusive of any net interest income thereon. If holders of thereon less than 20% in interest any amounts previously distributed to the Company out of the Company's IPO Shares vote against such approval interest earned on the Trust Account pursuant to the terms of a Business Combination, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business CombinationTrust Agreement. Only holders of IPO Shares (as defined below) shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company, including the shares of Common Stock underlying the Placement Warrants. If holders With respect to any vote for any plan of 20% or more in interest dissolution and liquidation recommended by the Company’s Board of the IPO Shares vote against approval of any potential Business CombinationDirectors, the Company will not proceed with shall cause all of the Initial Stockholders and the purchasers of the Placement Securities to vote the shares of Common Stock owned by them immediately prior to this Offering in favor of such Business Combination plan of dissolution and will not convert such sharesliquidation.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's ’s stockholders for their approval ("“Business Combination Vote"”) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus), the Company will be liquidated and will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "’s “Liquidation Value." ” The Company’s “Liquidation Value” shall mean the Company’s book value, as determined by the Company and audited by LWBJ. In no event, however, will the Company’s Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. Only holders of IPO Shares (as defined below) shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO Shares. At the time the Company seeks approval of any potential Business Combination, the Company will offer each of the holders of the Company's ’s Common Stock issued in this Offering ("the “IPO Shares"”) the right to convert their IPO Shares at a per share price equal to (A) the amount in the Trust Fund (inclusive of any interest income therein) on the record date ("the “Conversion Price"”) for determination of stockholders entitled to vote upon the proposal to approve such Business Combination ("the “Record Date"”) divided by (B) the total number of IPO Shares. The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's ’s IPO Shares vote against such approval of a Business Combination, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares vote against approval of any potential Business Combination, the Company will not proceed with such Business Combination and will not convert such shares.

Acquisition/Liquidation Procedure. The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's stockholders shareholders for their approval ("“Business Combination Vote"”) even if the nature of the acquisition is such as would not ordinarily require stockholder shareholder approval under applicable state lawlaw and will publicly announce the record date establishing the shareholders that will be entitled to vote at the meeting to approve the Business Combination at least two business days prior to such record date; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the Effective Date, or 30 months from the Effective Date if a letter of intent, agreement in principle or definitive agreement has been executed within 18 months after consummation of this Offering (subject to extension for an additional six-offering and the Business Combination has not been consummated within such 18 month period, as described in the Prospectus), the Company will be liquidated and will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "’s “Liquidation Value." ” The Company’s “Liquidation Value” shall mean the Company’s book value, as determined by the Company and approved by UHY. In no event, however, will the Company’s Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders Shareholders to vote the shares of Common Stock Ordinary Shares owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO SharesShares present, in person or by proxy, at a meeting of the Company’s shareholders called for such purpose. At the time the Company seeks approval of any potential Business Combination, the Company will offer each holder of holders of the Company's Common Stock Ordinary Shares issued in this Offering ("“IPO Shares"”) the right to convert their IPO Shares at a per share price (“Conversion Price”) equal to the amount in the Trust Fund (inclusive of any interest income therein) on calculated as of two business days prior to the record date ("Conversion Price") for determination consummation of stockholders entitled to vote upon the proposal to approve such proposed Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean If a majority of the Company's book value, as determined by holders of IPO Shares present and entitled to vote on the Company Business Combination vote in favor of such Business Combination and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 2040% in interest of the Company's ’s IPO Shares vote against such approval of a Business Combinationelect to convert their IPO Shares, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares Shares, who vote against approval of any potential Business Combination, elect to convert their IPO Shares, the Company will not proceed with such Business Combination and will not convert such shares. The provisions of this Section 8.8 may not be modified, amended or deleted under any circumstances.