Common use of Agreements and Covenants of Trustee Clause in Contracts

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (“Trust Account”) established by the Trustee; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less, and/or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify the Company and Citigroup of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of the tax returns for the Trust Account; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup to do so; (h) Render to the Company and to Citigroup, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and (i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto, signed on behalf of the Company by its President or Chairman of the Board and Secretary or Assistant Secretary or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 24-month anniversary of the effective date of the Registration Statement (“Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders of record on the Last Date. In all cases, the Trustee shall provide Citigroup with a copy of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same. The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstances.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (“Trust Account”) established by the Trustee; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less, and/or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify the Company and Citigroup EBC of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of the tax returns for relating to income from the property in the Trust AccountAccount (or otherwise); (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup EBC to do so; (h) Render to the Company and to CitigroupEBC, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and (i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto, signed on behalf of the Company by its President or Chairman of the Board and Secretary or Assistant Secretary or other authorized officer of and affirmed by counsel for the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 24-month anniversary of the effective date closing (“Closing”) of the Registration Statement IPO (“First Date”), or the 30-month anniversary of the Closing (“Last Date”)) in the event that a definitive agreement for a Business Combination has been executed on or prior to the First Date but the Business Combination has not been consummated by the First Date, the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders of record on the record date established by the Company for such purpose. The Company shall set the record date to be within ten days of the Last Date, or as soon thereafter as reasonably practicable and legally permissible. In all cases, the Trustee shall provide Citigroup EBC with a copy of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same. The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstances.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (“Trust Account”) established by the Trustee at X.X. Xxxxxx Xxxxx Bank N.A. and at a brokerage institution selected by the Company that is satisfactory to the Trustee; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less, and/or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify the Company and Citigroup of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of the its tax returns for the Trust Accountreturns; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup to do so; (h) Render to the Company and to Citigroup, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and (i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B heretoB, signed on behalf of the Company by its President Chief Executive Officer or Chairman of the Board and Secretary or Assistant Secretary or other authorized officer of and affirmed by counsel for the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 24-month anniversary of the effective date of the Registration Statement Closing (“Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders shareholders of record on the Last Date. In all cases, the Trustee shall provide Citigroup with a copy of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same. The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstances.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement Agreement, in a segregated trust account (“Trust Account”) Accounts which shall be established by the TrusteeTrustee at XX Xxxxxx Xxxxx Bank, N.A. and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the written instruction of the Company, to invest and reinvest the Property in United States “U.S. government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having treasury bills with a maturity of 180 days or less, and/or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company funds meeting the certain conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, and that invest solely in U.S. Treasuries, as determined by the Company;. (d) Collect and receive, when due, all principal and interest income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify the Company and Citigroup of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of the its tax returns for the Trust Accountreturns; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when reasonably indemnified by the Company and instructed by the Company and/or Citigroup to do so;, so long as the Company shall have advanced funds sufficient to pay the Trustee’s expenses incident thereto. (h) Render to the Company and to CitigroupCompany, and to such other person as the Company may instruct, monthly written statements of the activities of of, and amounts in in, the Trust Account Account, reflecting all receipts and disbursements of the Trust Account; and (i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto, signed on behalf of the Company by its President or Chairman of the Board and Secretary or Assistant Secretary or other authorized an executive officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in by the Termination Letter and the other documents referred to thereinCompany; provided, however, that in the event that a Termination Letter has not been received by the Trustee by 11:59 P.M. New York City time on the 2421-month anniversary of the effective date closing of the Registration Statement (“Last Date”)IPO, the Trust Account shall be liquidated as soon as practicable thereafter in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders Public Stockholders of record at the close of trading (4:00 P.M. New York City time) on such 21 month anniversary date. For the Last Date. In all casespurposes of clarity, the Trustee any transmission of such Termination Letter electronically, whether by facsimile, electronic mail (e-mail), PDF or otherwise, shall provide Citigroup with a copy constitute an original of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same. The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstancessuch termination Letter hereunder.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement Agreement, in a segregated trust account (“"Trust Account”") established by the Trustee; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in United States “"government securities” " within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less, and/or or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “"Property,” " as such term is used herein; (e) Notify the Company and Citigroup the Co-Representatives of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s 's preparation of the tax returns for the Trust Account; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup the Co-Representatives to do so; (h) Render to the Company and to Citigroupthe Co-Representatives, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and (i) Commence liquidation of the Trust Account only after after, and promptly after after, receipt of, and only in accordance with, the terms of a letter (“"Termination Letter”"), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto, signed on behalf of the Company by its President Chief Executive Officer or Chairman of the Board and Secretary or Assistant Secretary or other authorized officer of Secretary, and affirmed by counsel for the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; providedPROVIDED, howeverHOWEVER, that in the event that a Termination Letter has not been received by the Trustee by the 18-month anniversary of the closing ("Closing") of the IPO ("First Date"), or the 24-month anniversary of the effective date of the Registration Statement Closing (“"Last Date”)") in the event that a letter of intent, agreement in principle or definitive agreement for a Business Combination has been executed on or prior to the First Date but the Business Combination has not been consummated by the First Date, the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders of record on the record date established by the Company for such purpose. The Company shall set the record date to be within ten days of the Last Date, or as soon thereafter as reasonably practicable and legally permissible. In all cases, the Trustee shall provide Citigroup Ladenburg with a copy of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same. The provisions of this Section 1(i) This section may not be modified, amended or deleted under any circumstances; and (j) Upon one or more written requests from the Company, which may be given not more than once in any calendar month period, the Trustee shall distribute to the Company interest earned on the Trust Account, net of taxes payable, up to a maximum of $1,800,000. The distributions requested by the Company may be for any amount, provided that (i) in the aggregate, all distributions under this Section 1(j) may not exceed $1,800,000 and (ii) such distributions may only be made if and to the extent that interest has been earned on the amount initially deposited into the Trust Account. No other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) and this Section 1(j) hereof.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (“Trust Account”) established by the Trustee; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less, and/or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify the Company and Citigroup Xxxxxxx Xxxxx of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of the tax returns for the Trust Account; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup Xxxxxxx Xxxxx to do so; (h) Render to the Company and to CitigroupXxxxxxx Xxxxx, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and (i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto, signed on behalf of the Company by its President or Chairman of the Board and Secretary or Assistant Secretary or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 24-month anniversary of the effective date of the Registration Statement (“Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders of record on the Last Date. In all cases, the Trustee shall provide Citigroup Xxxxxxx Xxxxx with a copy of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same. The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstances.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (“Trust Account”) established by the Trustee; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less, and/or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify the Company Company, Ladenburg and Citigroup Xxxxxx Xxxxxx of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of the tax returns for the Trust Account; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company Company, Ladenburg and/or Citigroup Xxxxxx Xxxxxx to do so; (h) Render to the Company and to CitigroupCompany, Ladenburg, Xxxxxx Xxxxxx and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and (i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto, signed on behalf of the Company by its Chief Executive Officer, President or Chairman of the Board and Secretary or Assistant Corporate Secretary or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 24close of business on the “business day” that is the 36-month anniversary of the effective date of the Registration Statement (the “Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders of record on the Last Date. In all cases, the Trustee shall provide Citigroup with a copy of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same. The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstances.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (“Trust Account”) established by the Trustee; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less, and/or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify the Company and Citigroup EBC of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents docu-ments as may be requested by the Company in connection with the CompanyCom-pany’s preparation of the tax returns for the Trust Account; (g) Participate in any plan or proceeding for protecting protect-ing or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup EBC to do so; (h) Render to the Company and to CitigroupEBC, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and (i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto, signed on behalf of the Company by its President Chief Executive Officer or Chairman of the Board and Secretary Secre-tary or Assistant Secretary or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 24-month anniversary of the effective date of the Registration Statement (“Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders of record on the Last Date. In all cases, the Trustee shall provide Citigroup EBC with a copy of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same. The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstances.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement Agreement, including the terms of Section 11-51-302(6) of the Colorado Statute in a segregated trust account (“"Trust Account”") established by the Trustee at a branch of JPMorgan Chase NY Bank selected by the Trustee; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in any "Government Security." As used herein, Government Security means any Treasury Xxxx issued by the United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 States, having a maturity of 180 one hundred and eighty days or less, and/or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “"Property,” " as such term is used herein; (e) Notify the Company and Citigroup of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s 's preparation of the tax returns for the Trust Account; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup to do so; (h) Render to the Company and to Citigroupthe Representatives, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and (i) Commence liquidation of the Trust Account only after and promptly after receipt of, of and only in accordance with, with the terms of a letter (“"Termination Letter”"), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B heretoB, signed on behalf of the Company by its President or Chairman of the Board and Secretary or Assistant Secretary or other authorized officer of the CompanySecretary, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 24-month anniversary of the effective date of the Registration Statement (“Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders of record on the Last Date. In all cases, the Trustee shall provide Citigroup with a copy of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same. The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstances.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (“the Trust Account”) Account established by the TrusteeTrustee in the United States at Deutsche Bank Trust Company Americas; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the written instruction of the Company, to invest and reinvest the Property in United States “government securities” securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 1940, as amended, having a maturity of 180 days or less, and/or or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company funds meeting the conditions of paragraphs (c)(2d)(1), (c)(3d)(2), (d)(3) and (c)(4d)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government treasury obligations, as determined by the Company; the Trustee may not invest in any other securities or assets, it being understood that the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder; (d) Collect and receive, when due, all principal and interest or other income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify Promptly notify the Company and Citigroup the Underwriter of all communications received by it the Trustee with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s preparation of the tax returns for relating to assets held in the Trust AccountAccount or in connection with the preparation or completion of the audit of the Company’s financial statements by the Company’s auditors; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup to do so; (h) Render to the Company and to Citigroup, and to such other person as the Company may instruct, monthly written statements of the activities of of, and amounts in in, the Trust Account reflecting all receipts and disbursements of the Trust Account; and; (i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (the “Termination Letter”), ) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B heretoB, as applicable, signed on behalf of the Company by its President Chief Executive Officer, Chief Financial Officer or Chairman of the Board and Secretary or Assistant Secretary board of directors of the Company (the “Board”) or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable), only as directed in the Termination Letter and the other documents referred to therein; provided, howeveror (y) upon the date which is the later of (1) 18 months after the closing of the Offering and (2) such later date as may be approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of association, that in the event that if a Termination Letter has not been received by the Trustee by the 24-month anniversary of the effective date of the Registration Statement (“Last Date”)prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and the Property in the Trust Account, including interest earned on the funds held in the Trust Account (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable), shall be distributed to the stockholders Public Shareholders of record on as of such date; provided, however, that in the Last Date. In all casesevent the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no such Termination Letter by the date specified in clause (y) of this Section 1(i), the Trustee shall provide Citigroup with keep the Trust Account open until twelve (12) months following the date the Property has been distributed to the Public Shareholders; (j) Upon written request from the Company, which may be given from time to time in a copy of any Termination Letters and/or any other correspondence form substantially similar to that it receives with respect to any proposed withdrawal attached hereto as Exhibit C, withdraw from the Trust Account promptly after and distribute to the Company the amount of interest earned on the Property requested by the Company to cover any tax obligation owed by the Company as a result of assets of the Company or interest or other income earned on the Property, which amount shall be delivered directly to the Company by electronic funds transfer or other method of prompt payment, and the Company shall forward such payment to the relevant taxing authority; provided, however, that to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution so long as there is no reduction in the principal amount initially deposited in the Trust Account (it receives samebeing acknowledged and agreed that any such amount in excess of interest income earned on the Property shall not be payable from the Trust Account). The provisions written request of this Section the Company referenced above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility to look beyond said request; (k) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D, the Trustee shall distribute to the Company the amount requested by the Company to be used to redeem Ordinary Shares from Public Shareholders properly submitted in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association to modify the substance or timing of the Company’s obligation to redeem 100% of its public Ordinary Shares if the Company has not consummated an initial Business Combination within the later of (1) 18 months after the closing of the Offering and (2) such later date as may be approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of association. The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to distribute said funds, and the Trustee shall have no responsibility to look beyond said request; (l) Only release the Property in accordance with a written instruction, signed by the Company’s Chairman of the Board, Chief Executive Officer or Chief Financial Officer substantially in the form attached as Exhibit A, B, C or D, as applicable, attached hereto (each, a “Written Direction”); and (m) Not make any withdrawals or distributions from the Trust Account other than pursuant to Sections 1(i), (j) may not be modified, amended or deleted under any circumstances(k) above.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated offshore trust account (“Trust Account”) established by the Trustee at a branch of Citibank International PLC selected by the Trustee; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in Treasury Bills issued by the United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a with maturity dates of 180 days or less, and/or less or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company funds (i) meeting the certain conditions of paragraphs (c)(2), (c)(3) and (c)(4) of under Rule 2a-7 promulgated under the Investment Company Act of 19401940 and (ii) in the case of United States money market funds, those which hold themselves out as making only distributions which, to the extent treated as dividends for United States federal income tax purposes, qualify as “interest-related dividends” for purposes of Section 871(k) of the United States Internal Revenue Code of 1986, as determined by the Companyamended (or any successor provision); (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify the Company and Citigroup the Representatives of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of the tax returns for the Trust Account; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup the Representatives to do so; (h) Render to the Company and to Citigroupthe Representatives, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and; (i) Commence As of the date of the consummation of a Business Combination (as defined below), commence liquidation of the Trust Account only after upon receipt of the Officers’ Certificate signed by the Chief Executive Officer and promptly after receipt of, and only Chief Financial Officer of the Company in accordance with, with the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B heretoB, signed on behalf of the Company by its President Chief Executive Officer or Chairman of the Board and Secretary or Assistant Secretary or other authorized officer of the CompanyChief Financial Officer, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, . The Trustee understands and agrees that in the event that a Termination Letter has not been received by the Trustee by the 24-month anniversary of the effective date of the Registration Statement (“Last Date”), disbursements from the Trust Account shall be liquidated in accordance made only pursuant to a duly executed Termination Letter, together with the procedures set forth other documents referenced herein, including, without limitation, an independently certified oath and report of inspector of election in respect of the Termination Letter attached as Exhibit B hereto and distributed to shareholder vote in favor of the stockholders of record on the Last DateBusiness Combination. In all cases, the Trustee shall provide Citigroup the Representatives with a copy of any Termination Letters Letters, Officers’ Certificates and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same. The provisions As used in this Agreement, the term “Business Combination” means the acquisition by the Company, through merger, capital stock exchange, asset acquisition, stock purchase or other similar business combination with, one or more vessels or operating businesses in the shipping industry as more fully described in the prospectus forming a part of the Registration Statement; and (j) As of the date 24 months from the date of this Agreement (the “LOI Termination Date”), commence liquidation of the Trust Account. The Trustee, upon consultation with the Company and the Representatives, shall deliver a notice to Public Shareholders of record as of the LOI Termination Date by U.S. mail or via the Depository Trust Company (“DTC”), within five days of the LOI Termination Date, to notify the Public Shareholders of such event and take such other actions as it may deem necessary to inform the Beneficiaries. The Trustee shall deliver to each Public Shareholder its ratable share of the Property against satisfactory evidence of delivery of the stock certificates by the Public Shareholders to the Company through DTC, its Deposit Withdraw Agent Commission (DWAC) system or as otherwise presented to the Trustee. Notwithstanding the foregoing, if the Trustee receives a bona fide, executed letter of intent, agreement in principle or engagement letter (a “Letter of Intent”) for a Business Combination prior to the LOI Termination Date accompanied by an Officers’ Certificate as described in Section 1(i3(e) may not be modifiedhereof, amended then the Trustee shall forego or deleted under suspend any circumstancesliquidation of the Trust Account until a Business Combination.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement Agreement, including the terms of Section 11-51-302(6) of the Colorado Statute, in a segregated trust account (“Trust Account”) established by the Trustee; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less, and/or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify the Company and Citigroup of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents docu-ments as may be requested by the Company in connection with the CompanyCom-pany’s preparation of the tax returns for the Trust Accountits returns; (g) Participate in any plan or proceeding for protecting protect-ing or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup to do so; (h) Render to the Company and to CitigroupEBC, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and (i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto, signed on behalf of the Company by its President or Chairman of the Board and Secretary Secre-tary or Assistant Secretary or other authorized officer of and affirmed by counsel for the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 24-month anniversary of the effective date of the Registration Statement (“Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders of record on the Last Date. In all cases, the Trustee shall provide Citigroup EBC with a copy of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same. The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstances.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement Agreement, including the terms of Section 11-51-302(6) of the Colorado Statute, in a segregated trust account (“Trust Account”) established by the Trustee; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less, and/or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify the Company and Citigroup of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of the tax returns for the Trust Accountits returns; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup to do so; (h) Render to the Company and to CitigroupEBC, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and (i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto, signed on behalf of the Company by its President or Chairman of the Board and Secretary or Assistant Secretary or other authorized officer of and affirmed by counsel for the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 24-month anniversary of the effective date of the Registration Statement (“Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders of record on the Last Date. In all cases, the Trustee shall provide Citigroup EBC with a copy of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same. The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstances. (j) Upon written request from the Company, which may be given from time to time at any time after _____________, 2007 in a form substantially similar to that attached hereto as Exhibit C, the Trustee shall distribute to the Company the amount requested by the Company to cover expenses related to investigating and selecting a target business, income and other taxes and other working capital requirements; provided, however, that (i) such distribution shall be only from income collected on the Property and (ii) the aggregate amount of all such distributions shall not exceed $300,000.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account account(s) (“Trust Account”) established by the TrusteeTrustee at X. X. Xxxxxx Xxxxx Bank N.A. and at an office of selected by the Company; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less, and/or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify the Company and Citigroup Ladenburg of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of the tax returns for relating to income from the property in the Trust AccountAccount (or otherwise); (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup Ladenburg to do so; (h) Render to the Company and to CitigroupLadenburg, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and (i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto, signed on behalf of the Company by its President Chief Executive Officer or Chairman of the Board and Secretary or Assistant Secretary or other authorized officer of and affirmed by counsel for the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 24-month anniversary of the effective date closing (“Closing”) of the Registration Statement IPO (“First Date”), or the 30-month anniversary of the Closing (“Last Date”)) in the event that a definitive agreement for a Business Combination has been executed on or prior to the First Date but the Business Combination has not been consummated by the First Date, the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders of record on the record date established by the Company for such purpose. The Company shall set the record date to be within ten days of the Last Date, or as soon thereafter as reasonably practicable and legally permissible. In all cases, the Trustee shall provide Citigroup Ladenburg with a copy of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same. The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstances.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (“"Trust Account”") established by the Trustee; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in United States “"government securities” " within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less, and/or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “"Property,” " as such term is used herein; (e) Notify the Company and Citigroup of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s 's preparation of the tax returns for the Trust Accountits returns; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup to do so; (h) Render to the Company and to CitigroupLadenburg, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and (i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“"Termination Letter”"), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto, signed on behalf of the Company by its President or Chairman of the Board and Secretary or Assistant Secretary or other authorized officer and affirmed by its entire Board of the CompanyDirectors, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 18-month anniversary of the closing ("Closing") of the IPO ("First Date"), or the 24-month anniversary of the effective date of the Registration Statement Closing (“"Last Date”)") in the event that a letter of intent, agreement in principle or definitive agreement for a Business Combination has been executed on or prior to the First Date but the Business Combination has not been consummated by the First Date, the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders of record on the record date established by the Company for such purpose. The Company shall set the record date to be within ten days of the Last Date, or as soon thereafter as reasonably practicable and legally permissible. In all cases, the Trustee shall provide Citigroup Ladenburg with a copy of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same. The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstances.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (“Trust Account”) established by the Trustee in the United States at JPMorgan Chase Bank (or at another U.S. chartered commercial bank with consolidated assets of $100 billion or more), maintained by Trustee, and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company; (b) ManageXxxxxx, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property (i) in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 treasury bills, notes or bonds having a maturity of 180 185 days or less, less and/or (ii) in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company funds meeting the certain conditions of paragraphs (c)(2), (c)(3) and (c)(4) of under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, and that invest solely in U.S. treasuries, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify the Company and Citigroup the Underwriters of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of the its tax returns for the Trust Accountreturns; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup to do so; (h) Render to the Company and to Citigroup, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and (i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B heretoB, signed on behalf of the Company by its President President, Chief Executive Officer or Chairman of the Board and Secretary or Assistant Secretary or other authorized officer and, in the case of the Companya Termination Letter in a form substantially similar to that attached hereto as Exhibit A, acknowledged and agreed to by Ladenburg, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 249-month anniversary of the effective date closing of the Registration Statement IPO (“Closing”) or, in the event that the Company extended the time to complete the Business Combination up to the 21-month anniversary from the closing of the IPO by depositing $166,667 (or $191,667 if the underwriters’ over-allotment option was exercised in full) for each 1-month extension, but has not completed the Business Combination within such additional period, as applicable, the 9-month anniversary of the Closing plus such extension (as applicable, the “Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders Public Stockholders as of record on the Last Date. . (j) Upon receipt of an extension letter (“Extension Letter”) substantially similar to Exhibit D hereto at least five days prior to the then-applicable Last Date (the “Applicable Deadline”), signed on behalf of the Company by an executive officer, and receipt of the dollar amount specified in the Extension Letter at least five days prior to the Applicable Deadline, to follow the instructions set forth in the Extension Letter. (k) Upon receipt of a letter (an “Amendment Notification Letter”) in the form of Exhibit E hereto, signed on behalf of the Company by its Chief Executive Officer or Chief Financial Officer, distribute to Public Stockholders who exercised their redemption rights in connection with an amendment to the Company’s amended and restated certificate of incorporation (an “Amendment”) an amount per-share equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding shares of Common Stock, for which Public Stockholders have exercised redemption rights in connection with such Amendment. (l) In all cases, the Trustee shall provide Citigroup connection with a copy of any Termination Letters and/or any Business Combination, disburse the per share amount to redeeming Public Stockholders (other correspondence than shares tendered through the Depository Trust Company) that it receives with respect have tendered their shares directly to any proposed withdrawal from the Trustee, at a per-share price equal to the aggregate amount then on deposit in the Trust Account promptly after it receives same. The provisions as of this Section 1(i) may not two business days prior to the consummation of the Business Combination, including interest (which interest shall be modifiednet of taxes payable), amended or deleted under any circumstancesdivided by the number of then issued and outstanding shares of Common Stock.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (“Trust Account”) established by the Trustee; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in United States “government securities” "Government Securities" within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 1940, having a maturity of 180 one hundred and eighty days or less, and/or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “"Property,” " as such term is used herein; (e) Notify the Company and Citigroup of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s 's preparation of the tax returns for the Trust Account; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup to do so; (h) Render to the Company and to CitigroupEBC, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and (i) Commence liquidation of the Trust Account only after and promptly after receipt of, of and only in accordance with, with the terms of a letter (“"Termination Letter”"), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B heretoB, signed on behalf of the Company by its President or Chairman of the Board and Secretary or Assistant Secretary or other authorized officer of the CompanySecretary, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 24-month anniversary of the effective date of the Registration Statement (“Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders of record on the Last Date. In all cases, the Trustee shall provide Citigroup with a copy of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same. The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstances.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (“the "Trust Account”") established by the TrusteeTrustee at JPMorgan Chase, N.A.; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in United States “"government securities” " within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less, and/or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4c) (4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “"Property,” " as such term is used herein; (e) Notify the Company and Citigroup of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s 's preparation of the tax returns for the Trust Account; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup to do so; (h) Render to the Company and to CitigroupCompany, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and (i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“each, a "Termination Letter”"), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto, signed on behalf of the Company by its President or Chairman of the Board and Chief Executive Officer, Chief Financial Officer, Secretary or Assistant Secretary or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the date which is 24-month anniversary of months after the effective date of the Registration Statement final prospectus for the IPO (“the "Last Date”"), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders of record on the Last Date. In all cases, the Trustee shall provide Citigroup with a copy of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same. The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstances.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (“Trust Account”) established by the TrusteeTrustee at Mxxxxx Sxxxxxx Bank, N. A. and at a brokerage institution selected by the Trustee that is satisfactory to the Company; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property (i) in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 treasury bills, notes or bonds having a maturity of 180 days or less, less and/or (ii) in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company funds meeting the certain conditions of paragraphs (c)(2), (c)(3) and (c)(4) of under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, and that invest solely in U.S. treasuries, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify the Company and Citigroup CCM of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of the its tax returns for the Trust Accountreturns; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup to do so; (h) Render to the Company and to Citigroup, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and (i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B heretoB, signed on behalf of the Company by its President Chief Executive Officer or Chairman of the Board and Secretary or Assistant Secretary or other authorized officer Secretary, affirmed by counsel for the Company and, in the case of the Companya Termination Letter in a form substantially similar to that attached hereto as Exhibit A, acknowledged and agreed to by CCM, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by (a) the 18-month anniversary of the closing of the IPO (“Closing”) or (b) in the event that a letter of intent or definitive agreement for a Business Combination has been executed on or prior to the 18-month anniversary of the Closing but the Business Combination has not been consummated by the 18-month anniversary of the Closing, the 24-month anniversary of the effective date of the Registration Statement (“Last Date”)Closing, the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders of record on the Last Date. In all cases, the Trustee shall provide Citigroup with a copy of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account Public Stockholders promptly after it receives samesuch date. The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstances.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement Agreement, including the terms of Section 11-51-302(6) of the Colorado Statue, in Trust Accounts which shall be in a segregated trust account (“Trust Account”) established by the TrusteeTrustee at J.X. Xxxxxx Chase Bank N.A. and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the written instruction of the Company, to invest and reinvest the Property in United States “U.S. government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a treasury bills with maturity of 180 days or less, and/or or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company funds investing solely in U.S. Treasuries and meeting the certain conditions of paragraphs (c)(2), (c)(3) and (c)(4) of under meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify the Company and Citigroup of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of the its tax returns for the Trust Accountreturns; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup to do so; (h) Render to the Company and to Citigroup, MJ and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and (i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B heretoB, signed on behalf of the Company by its President Chief Executive Officer or Chairman of the Board and Secretary or Assistant Secretary or other authorized officer of and affirmed by counsel for the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter (which, in the case of Exhibit A, requires joint instructions from the Company and MJTA) and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 2418-month anniversary of the effective date closing of the Registration Statement IPO (“Last DateClosing”), the Trust Account shall be liquidated as soon as practicable thereafter in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders Public Stockholders of record on the Last Date. In all cases, the Trustee shall provide Citigroup with a copy of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives samerecord. The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstances.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (“Trust Account”) established by the Trustee; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in United States “"government securities” " within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less, and/or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “"Property,” " as such term is used herein; (e) Notify the Company and Citigroup of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s 's preparation of the tax returns for the Trust Accountits returns; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup to do so; (h) Render to the Company and to CitigroupEBC, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and (i) Commence liquidation of the Trust Account only after and promptly after receipt of, of and only in accordance with, with the terms of a letter (“"Termination Letter”"), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto, signed on behalf of the Company by its President or Chairman of the Board and Secretary or Assistant Secretary or other authorized officer of and affirmed by counsel for the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 18-month anniversary of the closing ("Closing") of the IPO ("First Date"), or the 24-month anniversary of the effective date of the Registration Statement Closing (“"Last Date”)") in the event that a letter of intent, agreement in principle or definitive agreement for a Business Combination has been executed on or prior to the First Date but the Business Combination has not been consummated by the First Date, the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed the Company's Certificate of Incorporation to the stockholders of record on the record date established by the Company for such purpose. The Company shall set the record date to be within ten days of the Last Date. In all cases, the Trustee shall provide Citigroup with a copy of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same. The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstancesas soon thereafter as reasonably practicable and legally permissible.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (“Trust Account”) established by the TrusteeTrustee at XX Xxxxxx Xxxxx Bank, N. A. and at a brokerage institution selected by the Trustee that is satisfactory to the Company; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property (i) in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 treasury bills, notes or bonds having a maturity of 180 days or less, less and/or (ii) in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company funds meeting the certain conditions of paragraphs (c)(2), (c)(3) and (c)(4) of under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, and that invest solely in U.S. treasuries, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify the Company and Citigroup EBC of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of the its tax returns for the Trust Accountreturns; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup to do so; (h) Render to the Company and to Citigroup, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and (i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B heretoB, signed on behalf of the Company by its President Chief Executive Officer or Chairman of the Board and Secretary or Assistant Secretary or other authorized officer Secretary, affirmed by counsel for the Company and, in the case of the Companya Termination Letter in a form substantially similar to that attached hereto as Exhibit A, acknowledged and agreed to by EBC, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by time period set forth in the 24-month anniversary Company’s Amended and Restated Memorandum and Articles of Association, as the effective date of the Registration Statement same may be amended from time to time (“Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders Public Shareholders as of record on the Last Date. In all cases, the Trustee shall provide Citigroup with a copy of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same. The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstances. (j) Distribute upon receipt of an Amendment Notification Letter (defined below), to Public Shareholders who exercised their conversion rights in connection with an Amendment (defined below) an amount equal to the pro rata share of the Property relating to the Ordinary Shares for which such Public Shareholders have exercised conversion rights in connection with such Amendment.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account at XX Xxxxxx Xxxxx, N.A. and at a segregated trust account (“Trust Account”) established brokerage institution selected by the TrusteeTrustee that is satisfactory to the Company; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the written instruction of the Company, to Company invest and reinvest the Property in United States “government securities” securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 1940, as amended, having a maturity of 180 days or less, and/or or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company funds meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, as determined by the Company; (d) Collect and receive, when due, all principal and income interest arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify Promptly notify the Company and Citigroup Global Markets Inc. of all communications received by it the Trustee with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s preparation of the tax returns for relating to assets held in the Trust Account; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup to do so; (h) Render to the Company and to Citigroup, and to such other person as the Company may instruct, monthly written statements of the activities of of, and amounts in in, the Trust Account reflecting all receipts and disbursements of the Trust Account; and; (i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto, signed on behalf of the Company by its President Chief Executive Officer or Chairman of the Board and Secretary or Assistant Secretary board of directors (the “Board”) or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein. The Trustee understands and agrees that, except as provided in this Section 1(i) and in Section 1(n), disbursements from the Trust Account shall be made only pursuant to the terms of a duly executed Tax Payment Withdrawal Instruction, Tax Refund Instruction, Interest Withdrawal Instruction or Permitted Purchase of Shares Withdrawal Instruction, as set forth in Section 1(j), 1(k), 1(l) or 1(m), respectively, as the case may be; provided, however, that in the event that the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has not been received no such Termination Letter by the Trustee by date that is 21 months from the 24-month anniversary closing of the effective offering, or on such other date as may be determined in the Company’s certificate of incorporation following the liquidation of the Registration Statement (“Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders of record on the Last Date. In all casesProperty, the Trustee shall provide Citigroup with a copy of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from keep the Trust Account promptly after it receives sameopen until the earliest to occur of (i) twelve (12) months following the date the Property has been distributed to the Public Stockholders; (ii) the Trustee’s receipt of a letter in a form substantially similar to Exhibit D hereto; or (iii) a written notice from the Company’s independent registered public accountants stating that the Company will not be receiving any tax refund on its income tax obligation. The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstances; (j) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C (a “Tax Payment Withdrawal Instruction”), the Trustee shall distribute to the Company the amount requested by the Company to cover any income or franchise tax obligation owed by the Company as a result of assets of the Company or interest or other income earned on the funds held in the Trust Account, which amount shall be paid directly to the Company by electronic funds transfer or other method of prompt payment, and the Company shall forward such payment to the relevant taxing authority; provided, however, that to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution; provided further that if the tax to be paid is a franchise tax, the written request by the Company to make such distribution shall be accompanied by a copy of the franchise tax xxxx from the State of Delaware and a written statement from the principal financial officer of the Company setting forth the actual amount payable. The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee has no responsibility to look beyond said request; (k) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D (a “Tax Refund Instruction”), the Trustee shall distribute to the Company’s Public Stockholders, less amounts to be disbursed to the Company to cover accrued expenses as set forth in the Tax Refund Instruction, amounts deposited by the Company into the Trust Account that the Company has represented to be tax refund(s) of the Company’s income tax obligations; (l) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit E (an “Interest Withdrawal Instruction”), the Trustee shall distribute to the Company the amount requested by the Company to be used for working capital requirements; provided, however, that the aggregate amount of all such distributions pursuant to this Section 1(l) shall not exceed $2,250,000 in interest income (net of franchise and income taxes payable), in the event the underwriters’ over-allotment option in the Offering is not exercised in full, or $2,587,500 in interest income (net of franchise and income taxes payable), if the underwriters’ over-allotment option in the Offering is exercised in full (or, if the over-allotment option is not exercised in full, but is exercised in part, the amount in interest income (net of franchise and income taxes payable) to be released shall be increased proportionally in relation to the proportion of the over-allotment option which was exercised); (m) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit F (a “Permitted Purchase of Shares Withdrawal Instruction”), the Trustee shall distribute to the Company the amount requested by the Company to be used to purchase up to 2,250,000 shares of the Common Stock, in the event the underwriters’ over-allotment option in the Offering is not exercised in full or up to 2,587,500 shares of the Common Stock in the event the underwriters’ over-allotment option in the Offering is exercised in full, not to exceed the per share amount then held in the Trust Account (or, if the over-allotment option is not exercised in full, but is exercised in part, the number of shares that may be purchased shall be increased proportionally in relation to the proportion of the over-allotment option which was exercised) (such purchase hereinafter referred to as the “Permitted Purchases”); provided, however, that to the extent there is not sufficient cash in the Trust Account to make such distribution the Trustee shall liquidate such assets held in the Trust Account, as shall be designated by the Company in writing to make such distribution; and (n) If requested by the Company in connection with the delivery of the Termination Letter, to the extent that there is any interest accrued on the Property held in the Trust Account not required to pay franchise and income taxes, the Trustee shall distribute to the Company an amount of up to $100,000 of such accrued interest (as requested by the Company) to cover such dissolution costs and expenses.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement Agreement, in a segregated trust account (“Trust Account”"TRUST ACCOUNT") established by the Trustee at a branch of JPMorgan Chase Bank, N.A. and utilizing a broker selected by the Trustee; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in United States “"government securities” " within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 one hundred and eighty days or less, and/or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “"Property,” " as such term is used herein; (e) Notify the Company and Citigroup of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s 's preparation of the tax returns for the Trust Account; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup and/ or LTC to do so; (h) Render to the Company and to CitigroupLTC, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and; (i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“"Termination Letter”"), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto, signed on behalf of the Company by its President or Chairman of the Board and Secretary or Assistant Secretary or other authorized officer and affirmed by a majority of the Companyits Board of Directors, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; providedPROVIDED, howeverHOWEVER, that in the event that a Termination Letter has not been received by the Trustee by the 24-month anniversary of the effective date of the Registration Statement (“"Last Date”"), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders of record on the record date established by the Company for such purpose. The Company shall set the record date to be within ten days of the Last Date, or as soon thereafter as reasonably practicable and legally permissible. In all cases, the Trustee shall provide Citigroup Ladenburg with a copy of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same. The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstances.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement Agreement, in a segregated trust account (“Trust Account”) Accounts which shall be established by the TrusteeTrustee at XX Xxxxxx Xxxxx Bank, N.A. and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the written instruction of the Company, to invest and reinvest the Property in United States “U.S. government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having treasury bills with a maturity of 180 days or less, and/or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company funds meeting the certain conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, and that invest solely in U.S. Treasuries, as determined by the Company;. (d) Collect and receive, when due, all principal and interest income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify the Company and Citigroup of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of the its tax returns for the Trust Accountreturns; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when reasonably indemnified by the Company and instructed by the Company and/or Citigroup to do so;, so long as the Company shall have advanced funds sufficient to pay the Trustee’s expenses incident thereto. (h) Render to the Company and to CitigroupCompany, and to such other person as the Company may instruct, monthly written statements of the activities of of, and amounts in in, the Trust Account Account, reflecting all receipts and disbursements of the Trust Account; and (i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto, signed on behalf of the Company by its President or Chairman of the Board and Secretary or Assistant Secretary or other authorized an executive officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in by the Termination Letter and the other documents referred to thereinCompany; provided, however, that in the event that a Termination Letter has not been received by the Trustee by 11:59 P.M. New York City time on the 2430-month anniversary of the effective date of the Registration Statement (“Last Date”)final prospectus relating to the IPO, the Trust Account shall be liquidated as soon as practicable thereafter in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders Public Stockholders of record at the close of trading (4:00 P.M. New York City time) on such 30 month anniversary date. For the Last Date. In all casespurposes of clarity, the Trustee any transmission of such Termination Letter electronically, whether by facsimile, electronic mail (e-mail), PDF or otherwise, shall provide Citigroup with a copy constitute an original of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same. The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstancessuch termination Letter hereunder.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (“Trust Account”) established by the Trustee; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less, and/or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify the Company and Citigroup Lazard Capital Markets of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of the tax returns for the Trust Account; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup Lazard Capital Markets to do so; (h) Render to the Company and to CitigroupLazard Capital Markets, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and (i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto, signed on behalf of the Company by its President or Chairman of the Board and Secretary or Assistant Secretary or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the close of business on the “business day” that is the 24-month anniversary of the effective date of the Registration Statement (“Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders of record on the Last Date. A business day shall be any day that is not a Saturday, Sunday or other day on which banks are required or authorized by law to be closed in the City of New York. In all cases, the Trustee shall provide Citigroup Lazard with a copy of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same. The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstances.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (“Trust Account”) established by the Trustee; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in United States “"government securities” " within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less, and/or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “"Property,” " as such term is used herein; (e) Notify the Company and Citigroup of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s 's preparation of the tax returns for the Trust Accountits returns; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup to do so; (h) Render to the Company and to CitigroupEBC, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and (i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“"Termination Letter”"), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto, signed on behalf of the Company by its President or Chairman of the Board and Secretary or Assistant Secretary or other authorized officer of and affirmed by counsel for the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 24-month anniversary of the effective date of the Registration Statement (“"Last Date”"), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders of record on the Last Date. In all cases, the Trustee shall provide Citigroup EBC with a copy of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same. The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstances. (j) Upon written request from the Company, which may be given from time to time at any time after _____________, 2007 in a form substantially similar to that attached hereto as Exhibit C, the Trustee shall distribute to the Company the amount requested by the Company to cover expenses related to investigating and selecting a target business, income and other taxes and other working capital requirements; provided, however, that (i) such distribution shall be only from income collected on the Property and (ii) the aggregate amount of all such distributions shall not exceed $250,000.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (“Trust Account”) established by the TrusteeTrustee at JX Xxxxxx Cxxxx Bank, NA and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property (i) in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 treasury bills having a maturity of 180 days or less, less and/or (ii) in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company funds meeting the conditions of paragraphs (c)(2), (c)(3), (c)(4) and (c)(4c) (5) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, and that invest solely in U.S. treasuries, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify the Company and Citigroup within two (2) business days of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of the its tax returns for the Trust Accountreturns; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup to do so; (h) Render to the Company and to Citigroup, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and (i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto, signed on behalf of the Company by its President or Chairman of the Board and Secretary or Assistant Secretary or other authorized officer of and affirmed by counsel for the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter (which, in the case of Exhibit A, requires joint instructions from the Company and EBC and will include instructions to pay the Investment Banking Fee from the Property on closing of the Business Combination) and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 2418-month anniversary of the effective date of the Registration Statement Effective Date (“Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders of record on the record date established by the Company for such purpose. The Company shall set the record date to be within ten days of the Last Date. In all cases, the Trustee shall provide Citigroup with a copy of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives sameor as soon thereafter as reasonably practicable and legally permissible. The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstances.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement Agreement, including the terms of Section 11-51-302(6) of the Colorado Statute, in a segregated trust account (“Trust Account”) established by the Trustee; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less, and/or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify the Company and Citigroup of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of the tax returns for the Trust Accountits returns; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup to do so; (h) Render to the Company and to CitigroupEBC, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and (i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto, signed on behalf of the Company by its President or Chairman of the Board or Vice President and Secretary or Assistant Secretary or other authorized officer of and affirmed by counsel for the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 18-month anniversary of the closing (“Closing”) of the IPO (“First Date”), or the 24-month anniversary of the effective date of the Registration Statement Closing (“Last Date”)) in the event that a letter of intent, agreement in principle or definitive agreement for a Business Combination has been executed on or prior to the First Date but the Business Combination has not been consummated by the First Date, the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders of record on the record date established by the Company for such purpose. The Company shall set the record date to be within ten days of the Last Date, or as soon thereafter as reasonably practicable and legally permissible. In all cases, the Trustee shall provide Citigroup EBC with a copy of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same. The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstances.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (“Trust Account”) established by the Trustee; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the written instruction of the Company, to invest and reinvest the Property in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less, and/or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which income, net of taxes, shall become part of the “Property,” as such term is used herein; (e) Notify the Company and Citigroup of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the CompanyCom-pany’s preparation of the tax returns for the Trust Accountits returns; (g) Participate in any plan or proceeding for protecting protect-ing or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup to do so; (h) Render to the Company and to CitigroupLazard, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and (i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto, signed on behalf of the Company by its President or Chairman of the Board and Secretary Secre-tary or Assistant Secretary or other authorized officer of and affirmed by counsel for the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 24-month anniversary of the effective date of the Registration Statement (“Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders of record on the Last Date. In all cases, the Trustee shall provide Citigroup Lazard with a copy of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same. The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstances.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement Agreement, including without limitation, the terms of Section 11-51-302(6) of the CRS, in a segregated trust account (“Trust Account”) established by the TrusteeTrustee at a branch of Credit Suisse Bank; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in any “Government Security.” As used herein, Government Security means any Treasury Bxxx issued by the United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 States, having a maturity of 180 days or less, and/or in less or any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of under Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify the Company and Citigroup the Representative of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of the tax returns for the Trust Account; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup the Representative to do so; (h) Render to the Company and to Citigroupthe Representative, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and (i) If there is any income tax obligation relating to the income of the Property in the Trust Account, then, only at the written instruction of the Company, in a form substantially similar to that attached hereto as either Exhibit A, to make available in cash or by check from the Property in the Trust Account an amount specified by the Company as owing to the applicable taxing authority, which amount shall be paid directly to the taxing authority (though a check made out to the applicable taxing authority may be provided to the Company for inclusion with its tax returns) by electronic funds transfer, account debit or other method of payment; provided, however, (i) such distributions may only be made if and to the extent that interest has been earned on the amount initially deposited in the Trust Account sufficient to pay for such tax obligation and (ii) that if a taxing authority will not accept payment in such manner, then any payment which would have been made directly to the taxing authority may be made to the Company, and the Company shall forward such payment to the taxing authority; and (j) Commence liquidation of the Trust Account only after and promptly after receipt of, of and only in accordance with, with the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A B or Exhibit B heretoC, signed on behalf of the Company by its President or Chairman of the Board (i) Chief Executive Officer and Secretary or Assistant Secretary or other authorized officer of the Company(ii) Chief Financial Officer, and complete the liquidation of the Trust Account and distribute disburse the Property in the Trust Account (which disbursement shall include, in the event of a Business Combination (as hereafter defined), payment of the Deferred Compensation to the Representative) only as directed in the Termination Letter and the other documents referred to therein; provided. The Trustee understands and agrees that, however, that except as provided in the event that a Termination Letter has not been received by the Trustee by the 24-month anniversary of the effective date of the Registration Statement (“Last Date”this paragraph and paragraphs 1(i), 1(k) and 6(a) hereof, disbursements from the Trust Account shall be liquidated in accordance made only pursuant to a duly executed Termination Letter, together with the procedures set forth other documents referenced herein. For purposes of this Agreement, (i) a “Business Combination” shall mean an acquisition by a stock exchange, asset acquisition or other similar business combination, or controlling, through contractual arrangements, of one or more Target Businesses (as hereinafter defined) having a fair market value of at least 80% of the Company’s net assets at the time of such acquisition. For purposes of this Agreement, the term “Target Business” shall mean an operating business that has its principal operations in the Termination Letter attached Greater China region (as Exhibit B hereto and distributed to described in the stockholders of record on the Last Date. In all cases, the Trustee shall provide Citigroup with a copy of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same. The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstances.Registration Statement); and

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (“Trust Account”) established by the Trustee; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less, and/or or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify the Company and Citigroup Ladenburg of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of the tax returns for the Trust Account; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup Ladenburg to do so; (h) Render to the Company and to CitigroupLadenburg, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and; (i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto, signed on behalf of the Company by its President or Chairman of the Board and Secretary or Assistant Secretary or other authorized officer of and affirmed by counsel for the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 18-month anniversary of the closing (“Closing”) of the IPO (“First Date”), or the 24-month anniversary of the effective date of the Registration Statement Closing (“Last Date”)) in the event that a letter of intent, agreement in principle or definitive agreement for a Business Combination has been executed on or prior to the First Date but the Business Combination has not been consummated by the First Date, the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders of record on the record date established by the Company for such purpose. The Company shall set the record date to be within ten days of the Last Date, or as soon thereafter as reasonably practicable and legally permissible. In all cases, the Trustee shall provide Citigroup Ladenburg with a copy of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same; and (j) Upon one or more written requests from the Company, which may be given not more than once in any calendar month period, the Trustee shall distribute to the Company interest earned on the Trust Account, net of taxes payable, up to a maximum of $2,300,000. The provisions of distributions requested by the Company may be for any amount, provided that (i) in the aggregate, all distributions under this Section 1(j) may not exceed $2,300,000 and (ii) such distributions may only be made if and to the extent that interest has been earned on the amount initially deposited into the Trust Account. No other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) may not be modified, amended or deleted under any circumstancesand this Section 1(j) hereof.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (“Trust Account”) established by the Trustee; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less, and/or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify the Company and Citigroup of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the CompanyCom-pany’s preparation of the its tax returns for the Trust Accountreturns; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup to do so; (h) Render to the Company and to CitigroupSunTrust, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; (i) If there is any income or other tax obligation relating to the income from the Property in the Trust Account as determined by the Company, then, from time to time, at the written instruction of the Company, the Trustee shall promptly to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, liquidate such assets held in the Trust Account as shall be designated by the Company in writing, and disburse to the Company by wire transfer, out of the Property in the Trust Account, the amount indicated by the Company as owing in respect of such income tax obligation; and (ij) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (the “Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto, signed on behalf of the Company by its President or Chairman of the Board and Secretary or Assistant Secretary or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the close of business on the “business day” that is the 24-month anniversary of the effective date consummation of the Registration Statement IPO (the “Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders of record on the Last Date. A business day shall be any day that is not a Saturday, Sunday or other day on which banks are required or authorized to be closed in the City of New York. In all cases, the Trustee shall provide Citigroup SunTrust with a copy of any Termination Letters Letter and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same. The provisions of this Section 1(i1(j) may not be modified, amended or deleted under any circumstances.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement Agreement, in a segregated trust account (“Trust Account”) established by the Trustee; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less, and/or or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs o[paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify the Company and Citigroup the Co-Representatives of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of the tax returns for the Trust Account; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup the Co-Representatives to do so; (h) Render to the Company and to Citigroupthe Co-Representatives, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and (i) Commence liquidation of the Trust Account only after after, and promptly after after, receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto, signed on behalf of the Company by its President Chief Executive Officer or Chairman of the Board and Secretary or Assistant Secretary or other authorized officer of Secretary, and affirmed by counsel for the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 18-month anniversary of the closing (“Closing”) of the IPO (“First Date”), or the 24-month anniversary of the effective date of the Registration Statement Closing (“Last Date”)) in the event that a letter of intent, agreement in principle or definitive agreement for a Business Combination has been executed on or prior to the First Date but the Business Combination has not been consummated by the First Date, the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders of record on the record date established by the Company for such purpose. The Company shall set the record date to be within ten days of the Last Date, or as soon thereafter as reasonably practicable and legally permissible. In all cases, the Trustee shall provide Citigroup Ladenburg with a copy of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same. The provisions of this Section 1(i) This section may not be modified, amended or deleted under any circumstances; and (j) Upon one or more written requests from the Company, which may be given not more than once in any calendar month period, the Trustee shall distribute to the Company interest earned on the Trust Account, net of taxes payable, up to a maximum of $1,800,000. The distributions requested by the Company may be for any amount, provided that (i) in the aggregate, all distributions under this Section 1(j) may not exceed $1,800,000 and (ii) such distributions may only be made if and to the extent that interest has been earned and paid on the amount initially deposited into the Trust Account. No other distributions from the Trust Account shall be permitted except in accordance with Section 1(i), this Section 1(j) and Section 1(k) hereof; and (k) If there is any income or other tax obligation relating to the income from the Property in the Trust Account as determined by the Company, then, from time to time, at the written instruction of the Company, the Trustee shall promptly, to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, liquidate such assets held in the Trust Account as shall be designated by the Company in writing, and disburse to the Company by wire transfer, out of the Property in the Trust Account, the amount indicated by the Company as owing in respect of such income tax obligation.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (“"Trust Account”") established by the Trustee;. (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in United States “"government securities” " within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less, and/or or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “"Property,” " as such term is used herein; (e) Notify the Company and Citigroup of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s 's preparation of the tax returns for the Trust Account; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup to do so; (h) Render to the Company and to CitigroupEBC, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and (i) Commence liquidation of the Trust Account only after and promptly after receipt of, of and only in accordance with, with the terms of a letter (“"Termination Letter”"), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B heretoB, signed on behalf of the Company by its President or Chairman of the Board and Secretary or Assistant Secretary or other authorized officer of the CompanySecretary, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 24-month anniversary of the effective date of the Registration Statement (“Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders of record on the Last Date. In all cases, the Trustee shall provide Citigroup with a copy of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same. The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstances.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement Agreement, including the terms of Section 11-51-302(6) of the Colorado Statute, in a segregated trust account (“Trust Account”) established by the Trustee; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in any United States “government securitiessecurity” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 one hundred and eighty days or less, and/or less or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify the Company and Citigroup of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of the tax returns for the Trust Account; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup to do so; (h) Render to the Company and to CitigroupXxxxxxx, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and (i) Commence liquidation of the Trust Account only after and promptly after receipt of, of and only in accordance with, with the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto(subject in the case of Exhibit B, to the provisions below), signed on behalf of the Company by its President Chief Executive Officer or Chairman of the Board and Secretary or Assistant Secretary or other authorized officer of the CompanySecretary, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by within 24 months from the Trustee by the 24-month anniversary of the effective date of the Registration Statement Company’s IPO (“Last Date”as defined in the Termination Letter attached hereto as Exhibit A), the Trust Account shall be liquidated as part of the Company’s plan of dissolution and liquidation approved by the Company’s stockholders in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders of record on the Last Date. In all cases, the Trustee shall provide Citigroup with record date and provided in a copy of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal certificate from the Trust Account promptly after it receives same. The provisions Company to the Trustee; provided, further, that the record date shall be within ten (10) days of this Section 1(i) may not be modifiedthe 24 month date from the date of the Company’s IPO, amended or deleted under any circumstancesas soon thereafter as is practicable.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (“the "Trust Account”") established by the Trustee; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the written instruction of the Company, to invest and reinvest the Property in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having securities treasury bills with a maturity of 180 days or less, and/or less or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company funds meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which income, net of taxes, shall become part of the “"Property,” " as such term is used herein; (e) Notify Promptly notify the Company and Citigroup Lazard Capital Markets LLC of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s 's preparation of the tax returns for relating to the Property held in the Trust Account; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup in writing to do so; (h) Render to the Company and to CitigroupCompany, Lazard Capital Markets LLC and to such other person persons as the Company may instruct, instruct monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and (i) Commence Promptly commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“"Termination Letter”"), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto, signed on behalf of the Company by its (A) Chief Executive Officer, President or Chairman of the Board and Secretary or Assistant Secretary or other authorized officer (B) the Chief Financial Officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein. The Trustee understands and agrees that, except as provided in this Section 1(i), disbursements from the Trust Account shall be made only pursuant to the terms of a duly executed Tax Payment Withdrawal Instruction or Interest Withdrawal Instruction, as defined and set forth in Section 1(j) or 1(k) hereof, as the case may be; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 24-month anniversary of the effective date of the Registration Statement Business Combination Deadline Date (“Last Date”as determined in accordance with this Section 1(i) hereof), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders of record on the Last Business Combination Deadline Date. In all cases, The "Business Combination Deadline Date" means the Trustee shall provide Citigroup date that is 24 months after the date of the final Prospectus filed with a copy of any Termination Letters and/or any other correspondence that it receives with respect the Securities and Exchange Commission relating to any proposed withdrawal from the Trust Account promptly after it receives sameOffering. The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstances. "Business Combination" means a business combination with one or more target businesses that have an aggregate fair market value of at least 80% of the initial amount held in the Trust Account (excluding the amount held in the Trust Account representing the Underwriters' deferred commission).

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement Agreement, in a segregated trust account (the “Trust Account”) established by the Trustee at J.X. Xxxxxx Chase N.A. and at a brokerage institution selected by the Trustee; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the written instruction of the Company, to invest and reinvest the Property in United States “government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “1940 Act”) and having a maturity of 180 days or less, and/or less or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of specified in paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 19401940 Act, as amended, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify within two (2) business days the Company and Citigroup of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of the tax returns for the Trust AccountAccount or the Company; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup Maxim to do so; (h) Render to the Company and to CitigroupMaxim, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and; (i) Commence liquidation of the Trust Account only after and promptly after upon receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto, signed on behalf of the Company by its President or Chairman of the Board and Secretary or Assistant Secretary or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 24-month anniversary therein as part of the effective date Company’s plan of the Registration Statement (“Last Date”)dissolution and liquidation. The Trustee understands and agrees that, except as provided in Section 2 hereof, disbursements from the Trust Account shall be liquidated in accordance with the procedures set forth in the made only pursuant to a duly executed Termination Letter attached as Exhibit B hereto and distributed Letter. If there is any income or other tax obligation relating to the stockholders Trust Account or the Company as determined by the Company, then, from time to time, at the written instruction of record on the Last Date. In all casesCompany, the Trustee shall provide Citigroup with a copy of any Termination Letters and/or any other correspondence that it receives with respect promptly, to any proposed withdrawal from the extent there is not sufficient cash in the Trust Account promptly after it receives same. The provisions to pay such tax obligation, liquidate such assets held in the Trust Account as shall be designated by the Company in writing, and disburse to the Company by wire transfer or check, out of this Section 1(i) may not be modifiedthe Property in the Trust Account, amended or deleted under any circumstances.the amount indicated by the Company as owing in respect of such tax obligation;

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement Agreement, including the terms of Section 11-51-302(6) of the Colorado Statute, in a segregated trust account (“Trust Account”) established by the TrusteeTrustee at JPMorgan Chase Bank N.A.; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less, and/or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify the Company and Citigroup of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of the its tax returns for the Trust Accountreturns; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup to do so; (h) Render to the Company and to Citigroup, and to such other person as the Company may instruct, EBC monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and (i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto, signed on behalf of the Company by its President or Chairman of the Board and Secretary or Assistant Secretary or other authorized officer of and affirmed by counsel for the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 24-month anniversary of the effective date closing (“Closing”) of the Registration Statement IPO (“Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders shareholders of record on the Last Date. In all cases, the Trustee shall provide Citigroup with a copy of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same. The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstanceswithout the prior consent of EBC and each of the Public Shareholders.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (“Trust Account”) established by the Trustee at a branch of XX Xxxxxx Xxxxx NY Bank selected by the Trustee; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in Treasury Bills issued by the United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a with maturity dates of 180 days or less, and/or less or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company funds meeting the certain conditions of paragraphs (c)(2), (c)(3) and (c)(4) of under Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify the Company and Citigroup the Representative of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of the tax returns for the Trust Account; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup the Representative to do so; (h) Render to the Company and to Citigroupthe Representative, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and; (i) Commence As of the date of the consummation of a Business Combination (as defined below), commence liquidation of the Trust Account only after upon receipt of the Officers’ Certificate signed by the Chief Executive Officer and promptly after receipt of, and only Chief Financial Officer of the Company in accordance with, with the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B heretoB, signed on behalf of the Company by its President Chief Executive Officer or Chairman of the Board and Secretary or Assistant Secretary or other authorized officer of the CompanyChief Financial Officer, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, . The Trustee understands and agrees that in the event that a Termination Letter has not been received by the Trustee by the 24-month anniversary of the effective date of the Registration Statement (“Last Date”), disbursements from the Trust Account shall be liquidated in accordance made only pursuant to a duly executed Termination Letter, together with the procedures set forth other documents referenced herein, including, without limitation, an independently certified oath and report of inspector of election in respect of the Termination Letter attached as Exhibit B hereto and distributed to shareholder vote in favor of the stockholders of record on the Last DateBusiness Combination. In all cases, the Trustee shall provide Citigroup the Representative with a copy of any Termination Letters Letters, Officers’ Certificates and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same. The provisions As used in this Agreement, the term “Business Combination” means the acquisition by the Company, through merger, capital stock exchange, asset acquisition, stock purchase or other similar business combination with, one or more vessels or operating businesses in the shipping industry as more fully described in the prospectus forming a part of this Section 1(i) may not be modified, amended or deleted under any circumstances.the Registration Statement; and

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement Agreement, including the terms of Section 11-51-302(6) of the Colorado Statute, in a segregated trust account (“Trust Account”) established by the Trustee; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less, and/or or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify the Company and Citigroup of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of the tax returns for the Trust Account; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup to do so; (h) Render to the Company and to CitigroupLadenburg, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and (i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto, signed on behalf of the Company by its President or Chairman of the Board and Secretary or Assistant Secretary or other authorized officer of and affirmed by counsel for the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 18-month anniversary of the closing (“Closing”) of the IPO (“First Date”), or the 24-month anniversary of the effective date of the Registration Statement Closing (“Last Date”)) in the event that a letter of intent, agreement in principle or definitive agreement for a Business Combination has been executed on or prior to the First Date but the Business Combination has not been consummated by the First Date, the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders of record on the record date established by the Company for such purpose. The Company shall set the record date to be within ten days of the Last Date, or as soon thereafter as reasonably practicable and legally permissible. In all cases, the Trustee shall provide Citigroup Ladenburg with a copy of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same. The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstances.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement Agreement, in a segregated trust account (“Trust Account”) Accounts which shall be established by the TrusteeTrustee at XX Xxxxxx Xxxxx Bank, N.A. and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the written instruction of the Company, to invest and reinvest the Property in United States “U.S. government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having treasury bills with a maturity of 180 days or less, and/or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company funds meeting the certain conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, and that invest solely in U.S. Treasuries, as determined by the Company;. (d) Collect and receive, when due, all principal and interest income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify the Company and Citigroup of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of the its tax returns for the Trust Accountreturns; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when reasonably indemnified by the Company and instructed by the Company and/or Citigroup to do so;, so long as the Company shall have advanced funds sufficient to pay the Trustee’s expenses incident thereto. (h) Render to the Company and to CitigroupCompany, and to such other person as the Company may instruct, monthly written statements of the activities of of, and amounts in in, the Trust Account Account, reflecting all receipts and disbursements of the Trust Account; and (i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto, signed on behalf of the Company by its President or Chairman of the Board and Secretary or Assistant Secretary or other authorized an executive officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in by the Termination Letter and the other documents referred to thereinCompany; provided, however, that in the event that a Termination Letter has not been received by the Trustee by 11:59 P.M. New York City time on the 24-month anniversary of the effective date of the Registration Statement (“Last Current Termination Date”), the Trust Account shall be liquidated as soon as practicable thereafter in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders Public Stockholders of record at the close of trading (4:00 P.M. New York City time) on the Last Current Termination Date. In all casesFor the purposes of clarity, the Trustee any transmission of such Termination Letter electronically, whether by facsimile, electronic mail (e-mail), PDF or otherwise, shall provide Citigroup with a copy constitute an original of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same. The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstancessuch termination Letter hereunder.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement Agreement, including, without limitation, with respect to the Public Stockholders, the terms of Section 11-51-302(6) of the CRS, in a segregated trust account established by the Trustee at a branch of X.X. Xxxxxx Chase N.A. and in a segregated account at a brokerage institution selected by the Trustee (collectively, the “Trust Account”) established by the Trustee); (b) Managemanage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In in a timely manner, upon the instruction of the Company, to invest and reinvest the Property in United States “government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “1940 Act”), having a maturity of 180 days or less, and/or less or in any open ended investment company registered under the Investment 1940 Act selected by the Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of under Rule 2a-7 promulgated under the Investment Company 1940 Act of 1940, as determined by the Company; (d) Collect collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify notify within two business days the Company and Citigroup of all communications received by it with respect to any Property requiring action by the Company; (f) Supply supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of the tax returns for the Trust AccountAccount or the Company; (g) Participate participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup the Representatives to do so; (h) Render render to the Company and to Citigroupthe Representatives, and to such other person persons as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and (i) Commence commence liquidation of the Trust Account only after upon receipt of the Officers’ Certificate signed by the Chief Executive Officer and promptly after receipt of, and only Chief Financial Officer in accordance with, with the terms of a letter (the “Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B heretoB, signed on behalf of the Company by its President or Chairman of the Board Chief Executive Officer and Secretary or Assistant Secretary or other authorized officer of the CompanyChief Financial Officer, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in therein as part of the event that a Termination Letter has not been received Company’s plan of dissolution and liquidation approved by the Company’s stockholders. The Trustee by the 24-month anniversary of the effective date of the Registration Statement (“Last Date”)understands and agrees that, except as provided in Section 1(j) and Section 2 hereof, disbursements from the Trust Account shall be liquidated in accordance made only pursuant to a duly executed Termination Letter, together with the procedures set forth other documents referenced herein, including, without limitation, an independently certified oath and report of inspector of election in respect of the Termination Letter attached stock vote in favor of the Business Combination (as Exhibit B hereto and distributed to the stockholders of record on the Last Datehereinafter defined). In all cases, the Trustee Company shall provide Citigroup the Representatives with a copy of any Termination Letters Letter, Officers’ Certificates and/or any other correspondence that it receives issues with respect to any proposed withdrawal from the Trust Account promptly after it receives issues same. The provisions As used in this Agreement, the term “Business Combination” means the acquisition by the Company, through merger, capital stock exchange, asset acquisition, stock purchase or other similar business combination with, one or more operating business service providers, as more fully described in the prospectus forming a part of this Section 1(i) may not be modified, amended or deleted under any circumstances.the Registration Statement; and

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement Agreement, including the terms of Section 11-51-302(6) of the Colorado Statute, in a segregated trust account (“Trust Account”) established by the Trustee; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less, and/or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify the Company and Citigroup of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of the tax returns for the Trust Accountits returns; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup to do so; (h) Render to the Company and to CitigroupEBC, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and (i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto, signed on behalf of the Company by its President or Chairman of the Board and Secretary or Assistant Secretary or other authorized officer of and affirmed by counsel for the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 24-month anniversary of the effective date of the Registration Statement (“Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders of record on the Last Date. In all cases, the Trustee shall provide Citigroup EBC with a copy of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same. The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstances.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (“Trust Account”) established by the Trustee in the United States at JPMorgan Chase Bank (or at another U.S. chartered commercial bank with consolidated assets of $100 billion or more), maintained by Trustee, and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property (i) in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 treasury bills, notes or bonds having a maturity of 180 185 days or less, less and/or (ii) in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company funds meeting the certain conditions of paragraphs (c)(2), (c)(3) and (c)(4) of under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, and that invest solely in U.S. treasuries, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify the Company and Citigroup the Underwriters of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of the its tax returns for the Trust Accountreturns; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup to do so; (h) Render to the Company and to Citigroup, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and (i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B heretoB, signed on behalf of the Company by its President President, Chief Executive Officer or Chairman of the Board and Secretary or Assistant Secretary or other authorized officer and, in the case of the Companya Termination Letter in a form substantially similar to that attached hereto as Exhibit A, acknowledged and agreed to by Stifel, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 2412-month anniversary of the effective date closing of the Registration Statement IPO (“Closing”) or, in the event that the Company extended the time to complete the Business Combination to the 15-month or 18-month anniversary from the closing of the IPO by depositing $2,000,000 (or $2,300,000 if the underwriters’ over-allotment option was exercised in full) for each 3-month extension, but has not completed the Business Combination within such 15-month or 18-month period, as applicable, the 15-month or 18-month anniversary of the Closing (as applicable, the “Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders Public Stockholders as of record on the Last Date. In all cases. (j) Upon receipt of an extension letter (“Extension Letter”) substantially similar to Exhibit D hereto at least five business days prior to the Applicable Deadline, signed on behalf of the Trustee shall provide Citigroup Company by an executive officer, and receipt of the dollar amount specified in the Extension Letter on or prior to the Applicable Deadline, to follow the instructions set forth in the Extension Letter. (k) Upon receipt of a letter (an “Amendment Notification Letter”) in the form of Exhibit E, signed on behalf of the Company by its Chief Executive Officer or Chief Financial Officer and, distribute to Public Stockholders who exercised their conversion rights in connection with a copy an amendment to the Company’s amended and restated certificate of incorporation (an “Amendment”) an amount equal to the pro rata share of the Property relating to the Common Stock for which such Public Stockholders have exercised conversion/redemption rights in connection with such Amendment. (l) Not disburse any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal amounts from the Trust Account promptly after it receives same. The provisions of this Section 1(iin connection with a Business Combination in the event that the amount per share to be received by the redeeming Public Stockholders is less than $10.10 per share (plus the amount per share deposited in the Trust Account pursuant to any Extension Letter). (m) may not be modifiedIn connection with a Business Combination, amended or deleted under any circumstancesdisburse the per share amount to redeeming Public Stockholders (other than shares tendered through the Depository Trust Company) that have tendered their shares directly to the Trustee.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (“Trust Account”) established by the TrusteeTrustee at JPMorgan Chase Bank N.A. and at a brokerage institution selected by the Trustee that is satisfactory to the Company; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property (i) in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 treasury bills, notes or bonds having a maturity of 180 days or less, less and/or (ii) in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company funds meeting the certain conditions of paragraphs (c)(2), (c)(3) and (c)(4) of under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, and that invest solely in U.S. treasuries, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify the Company and Citigroup EBC of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of the its tax returns for the Trust Accountreturns; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup to do so; (h) Render to the Company and to Citigroup, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and (i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B heretoC, signed on behalf of the Company by its President Chief Executive Officer or Chairman of the Board and Secretary or Assistant Secretary or other authorized officer of Secretary, affirmed by counsel for the Company, and, in the case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit A, acknowledged and agreed to by EBC, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 18-month anniversary of the closing of the IPO (“Closing”) or, in the event that a definitive agreement for a Business Combination has been executed on or prior to the 18-month anniversary of the Closing but the Business Combination has not been consummated by the 18-month anniversary of the Closing, the 24-month anniversary of the effective date of the Registration Statement Closing, (“Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B C hereto and distributed to the stockholders Public Stockholders as of record on the Last Date. In all cases, the Trustee shall provide Citigroup with a copy of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same. The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstances. (j) Distribute upon receipt of an Amendment Notification Letter (defined below), to Public Stockholders who exercised their conversion rights in connection with an Amendment an amount equal to the pro rata share of the Property relating to the shares of Common Stock for which such Public Stockholders have exercised conversion rights in connection with such Amendment.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account at XX Xxxxxx Xxxxx, N.A. and at a segregated trust account (“Trust Account”) established brokerage institution selected by the TrusteeTrustee that is satisfactory to the Company; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the written instruction of the Company, to Company invest and reinvest the Property in United States “government securities” securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 1940, as amended, having a maturity of 180 days or less, and/or or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company funds meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, as determined by the Company; (d) Collect and receive, when due, all principal and income interest arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify Promptly notify the Company and Citigroup Global Markets Inc. of all communications received by it the Trustee with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s preparation of the tax returns for relating to assets held in the Trust Account; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup to do so; (h) Render to the Company and to Citigroup, and to such other person as the Company may instruct, monthly written statements of the activities of of, and amounts in in, the Trust Account reflecting all receipts and disbursements of the Trust Account; and; (i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto, signed on behalf of the Company by its President Chief Executive Officer or Chairman of the Board and Secretary or Assistant Secretary board of directors (the “Board”) or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein. The Trustee understands and agrees that, except as provided in this Section 1(i) and in Section 1(n), disbursements from the Trust Account shall be made only pursuant to the terms of a duly executed Tax Payment Withdrawal Instruction, Tax Refund Instruction, Interest Withdrawal Instruction or Permitted Purchase of Shares Withdrawal Instruction, as set forth in Section 1(j), 1(k), 1(l) or 1(m), respectively, as the case may be; provided, however, that in the event that the Trustee receives a Termination Letter has not been received by in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no such Termination Letter by ,1 or on such other date as may be determined in the 24-month anniversary Company’s certificate of incorporation following the liquidation of the effective date of the Registration Statement (“Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders of record on the Last Date. In all casesProperty, the Trustee shall provide Citigroup with a copy of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from keep the Trust Account promptly after it receives sameopen until the earliest to occur of (i) twelve (12) months following the date the Property has been distributed to the Public Stockholders; (ii) the Trustee’s receipt of a letter in a form substantially similar to Exhibit D hereto; or (iii) a written notice from the Company’s independent registered public accountants stating that the Company will not be receiving any tax refund on its income tax obligation. The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstances; (j) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C (a “Tax Payment Withdrawal Instruction”), the Trustee shall distribute to the Company the amount requested by the Company to cover any income or franchise tax obligation owed by the Company as a result of assets of the Company or interest or other income earned on the funds held in the Trust 1 Insert date that is 21 months from the closing of the Offering. Account, which amount shall be paid directly to the Company by electronic funds transfer or other method of prompt payment, and the Company shall forward such payment to the relevant taxing authority; provided, however, that to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution; provided further that if the tax to be paid is a franchise tax, the written request by the Company to make such distribution shall be accompanied by a copy of the franchise tax xxxx from the State of Delaware and a written statement from the principal financial officer of the Company setting forth the actual amount payable. The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee has no responsibility to look beyond said request; (k) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D (a “Tax Refund Instruction”), the Trustee shall distribute to the Company’s Public Stockholders, less amounts to be disbursed to the Company to cover accrued expenses as set forth in the Tax Refund Instruction, amounts deposited by the Company into the Trust Account that the Company has represented to be tax refund(s) of the Company’s income tax obligations; (l) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit E (an “Interest Withdrawal Instruction”), the Trustee shall distribute to the Company the amount requested by the Company to be used for working capital requirements; provided, however, that the aggregate amount of all such distributions pursuant to this Section 1(l) shall not exceed $3,000,000 in interest income (net of franchise and income taxes payable), in the event the underwriters’ over-allotment option in the Offering is not exercised in full, or $3,450,000 in interest income (net of franchise and income taxes payable), if the underwriters’ over-allotment option in the Offering is exercised in full (or, if the over-allotment option is not exercised in full, but is exercised in part, the amount in interest income (net of franchise and income taxes payable) to be released shall be increased proportionally in relation to the proportion of the over-allotment option which was exercised); (m) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit F (a “Permitted Purchase of Shares Withdrawal Instruction”), the Trustee shall distribute to the Company the amount requested by the Company to be used to purchase up to 3,000,000 shares of the Common Stock, in the event the underwriters’ over-allotment option in the Offering is not exercised in full or up to 3,450,000 shares of the Common Stock in the event the underwriters’ over-allotment option in the Offering is exercised in full, not to exceed the per share amount then held in the Trust Account (or, if the over-allotment option is not exercised in full, but is exercised in part, the number of shares that may be purchased shall be increased proportionally in relation to the proportion of the over-allotment option which was exercised) (such purchase hereinafter referred to as the “Permitted Purchases”); provided, however, that to the extent there is not sufficient cash in the Trust Account to make such distribution the Trustee shall liquidate such assets held in the Trust Account, as shall be designated by the Company in writing to make such distribution; and (n) If requested by the Company in connection with the delivery of the Termination Letter, to the extent that there is any interest accrued on the Property held in the Trust Account not required to pay franchise and income taxes, the Trustee shall distribute to the Company an amount of up to $100,000 of such accrued interest (as requested by the Company) to cover such dissolution costs and expenses.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (“Trust Account”) established by the TrusteeTrustee at X. X. Xxxxxx Xxxxx Bank N.A. and at an office of ___________ selected by the Company; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less, and/or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify the Company and Citigroup of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of the its tax returns for the Trust Accountreturns; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup to do so; (h) Render to the Company and to Citigroup, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and (ih) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto, signed on behalf of the Company by its Chief Executive Officer, President or Chairman of the Board and Secretary or Assistant Secretary or other authorized officer of the CompanySecretary, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 2412-month anniversary of the effective date closing (“Closing”) of the Registration Statement IPO (“First Date”), or the 18-month anniversary of the Closing (“Last Date”)) in the event that a letter of intent, memorandum of understanding or definitive agreement for a Business Combination has been executed on or prior to the First Date but the Business Combination has not been consummated by the First Date, the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders shareholders of record on the Last Date. In all cases, the Trustee shall provide Citigroup with a copy of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same. The provisions of this Section 1(i1(h) may not be modified, amended or deleted under any circumstances.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (“Trust Account”) established by the Trustee; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less, and/or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify the Company and Citigroup of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of the its tax returns for the Trust Accountreturns; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup to do so; (h) Render to the Company and to Citigroup, and to such other person as the Company may instruct, EBC monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and (i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto, signed on behalf of the Company by its President or Chairman of the Board and Secretary or Assistant Secretary or other authorized officer of and affirmed by counsel for the Company or, if applicable, by the Company's liquidator, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 2418-month anniversary of the effective date closing (“Closing”) of the Registration Statement IPO (“First Date”), or the 30-month anniversary of the Closing (“Last Date”)) in the event that a definitive agreement for a Business Combination has been executed on or prior to the First Date but the Business Combination has not been consummated by the First Date, the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders shareholders of record on the Last Date. In all cases, the Trustee shall provide Citigroup with a copy of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same. The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstances.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (“Trust Account”) established by the Trustee; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in any Treasury Bill issued by the United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 States, having a maturity of 180 days or less, and/or xxxs or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “"Property,” " as such term is used herein; (e) Notify the Company and Citigroup of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s 's preparation of the tax returns for the Trust Account; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup to do so; (h) Render to the Company and to CitigroupCasimir, and to such other person as the Company or Casimir may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and (i) Commence liquidation of the Trust Account only after and promptly after receipt of, of and only in accordance with, with the terms of a letter (“"Termination Letter”"), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B heretoB, signed on behalf of the Company by its President Chief Executive Officer or Chairman of the Board and Secretary or Assistant Secretary or other authorized officer and affirmed by its entire Board of the CompanyDirectors, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by _______ ___, 2007 (or the Trustee by date that is the 24-six month anniversary of such date, in the effective event that a letter of intent, agreement in principle or definitive agreement has been executed prior to such date of in connection with a Business Combination (as defined in the Registration Statement (“Last Date”Termination Letter attached hereto as Exhibit A) that was not consummated by _______ ___, 2007), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders of record on the Last Date. In all casesrecord date; provided, further, that the Trustee record date shall provide Citigroup be within ten (10) days of _______ ___, 2007 (or the date that is the six month anniversary of such date, in the event that a letter of intent, agreement in principle or definitive agreement has been executed prior to such date in connection with a copy of any Termination Letters and/or any other correspondence Business Combination that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same. The provisions of this Section 1(i) may was not be modifiedconsummated by _______ ___, amended 2007), or deleted under any circumstancesas soon thereafter as is practicable.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (“Trust Account”) Accounts established by the TrusteeTrustee at X.X. Xxxxxx Xxxxx Bank N.A. and at a brokerage institution selected by the Trustee that is satisfactory to the Company; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the written instruction of the Company, to Company invest and reinvest the Property in United States “government securities” securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 1940, as amended, having a maturity of 180 days or less, and/or or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company funds meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, as determined by the Company; (d) Collect and receive, when due, all principal and income interest arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify Promptly notify the Company and Citigroup of all communications received by it the Trustee with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s preparation of the tax returns for relating to assets held in the Trust Account; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when reasonably idemnified and instructed by the Company and/or Citigroup to do so; (h) Render to the Company and to Citigroup, and to such other person as the Company may instruct, monthly written statements of the activities of of, and amounts in in, the Trust Account reflecting all receipts and disbursements of the Trust Account; and; (i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto, signed on behalf of the Company by its President Chief Executive Officer or Chairman of the Board and Secretary or Assistant Secretary board of directors (the “Board”) or other authorized officer of the CompanyCompany listed in the incumbency certificate submitted attached hereto as Exhibit G, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein. The Trustee understands and agrees that, except as provided in this Section 1(i) and in Section 1(n), disbursements from the Trust Account shall be made only pursuant to the terms of a duly executed Tax Payment Withdrawal Instruction, Tax Refund Instruction, Interest Withdrawal Instruction or Permitted Purchase of Shares Withdrawal Instruction, as set forth in Section 1(j), 1(k), 1(l) or 1(m), respectively, as the case may be; provided, however, that in the event that the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has not been received no such Termination Letter by the Trustee by date that is 21 months from the 24-month anniversary closing of the effective offering, or by such other date of the Registration Statement (“Last Date”), the Trust Account shall as may be liquidated determined in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders Company’s articles of record on the Last Date. In all casesincorporation, the Trustee shall provide Citigroup with a copy of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from keep the Trust Account promptly after it receives sameopen until the earliest to occur of (i) twelve (12) months following the date the Property has been distributed to the Public Stockholders; (ii) the Trustee’s receipt of a letter in a form substantially similar to Exhibit D hereto; or (iii) a written notice from the Company’s independent registered public accountants stating that the Company will not be receiving any tax refund on its income tax obligation. The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstances; (j) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C (a “Tax Payment Withdrawal Instruction”), the Trustee shall distribute to the Company the amount requested by the Company to cover any income or franchise tax obligation owed by the Company as a result of assets of the Company or interest or other income earned on the funds held in the Trust Account, which amount shall be paid directly to the Company by electronic funds transfer or other method of prompt payment, and the Company shall forward such payment to the relevant taxing authority; provided, however, that to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution; provided further that if the tax to be paid is a franchise tax, the written request by the Company to make such distribution shall be accompanied by a copy of the franchise tax xxxx from the State of Nevada and a written statement from the principal financial officer of the Company setting forth the actual amount payable. The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee has no responsibility to look beyond said request; (k) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D (a “Tax Refund Instruction”), the Trustee shall distribute to the Company’s Public Stockholders, less amounts to be disbursed to the Company to cover accrued expenses as set forth in the Tax Refund Instruction, amounts deposited by the Company into the Trust Account that the Company has represented to be tax refund(s) of the Company’s income tax obligations; (l) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit E (an “Interest Withdrawal Instruction”), the Trustee shall distribute to the Company the amount requested by the Company to be used for working capital requirements; provided, however, that the aggregate amount of all such distributions pursuant to this Section 1(l) shall not exceed $2,000,000 in interest income (net of franchise and income taxes payable), in the event the underwriters’ over-allotment option in the Offering is not exercised in full, or $2,300,000 in interest income (net of franchise and income taxes payable), if the underwriters’ over-allotment option in the Offering is exercised in full (or, if the over-allotment option is not exercised in full, but is exercised in part, the amount in interest income (net of franchise and income taxes payable) to be released shall be increased proportionally in relation to the proportion of the over-allotment option which was exercised); (m) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit F (a “Permitted Purchase of Shares Withdrawal Instruction”), the Trustee shall distribute to the Company the amount requested by the Company to be used to purchase up to 3,125,000 shares of the Common Stock, in the event the underwriters’ over-allotment option in the Offering is not exercised in full or up to 3,593,750 shares of the Common Stock in the event the underwriters’ over-allotment option in the Offering is exercised in full, not to exceed the per share amount then held in the Trust Account (or, if the over-allotment option is not exercised in full, but is exercised in part, the number of shares that may be purchased shall be increased proportionally in relation to the proportion of the over-allotment option which was exercised) (such purchase hereinafter referred to as the “Permitted Purchases”); provided, however, that to the extent there is not sufficient cash in the Trust Account to make such distribution the Trustee shall liquidate such assets held in the Trust Account, as shall be designated by the Company in writing to make such distribution; and (n) If requested by the Company in connection with the delivery of the Termination Letter, to the extent that there is any interest accrued on the Property held in the Trust Account not required to pay franchise and income taxes, the Trustee shall distribute to the Company an amount of up to $100,000 of such accrued interest (as requested by the Company) to cover such dissolution costs and expenses.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement Agreement, including without limitation, the terms of Section 11-51-302(6) of the CRS, in a segregated trust account (“Trust Account”) established by the Trustee at a branch of JX Xxxxxx Chase NY Bank selected by the Trustee; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in any “Government Security.” As used herein, Government Security means any Treasury Bxxx issued by the United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 States, having a maturity of 180 days or less, and/or less or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of under Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify the Company and Citigroup Rxxxxx of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of the tax returns for the Trust Account; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup Rxxxxx to do so; (h) Render to the Company and to CitigroupRxxxxx, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and (i) Commence As of the date of the consummation of a business combination (“Business Combination”), commence liquidation of the Trust Account only after upon receipt of the Officers’ Certificate signed by the Chairman or President and promptly after receipt of, and only the Chief Financial Officer in accordance with, with the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B heretoB, signed on behalf of the Company by its Chairman or President or Chairman of the Board and Secretary or Assistant Secretary or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, . The Trustee understands and agrees that in the event that a Termination Letter has not been received by the Trustee by the 24-month anniversary of the effective date of the Registration Statement (“Last Date”), disbursements from the Trust Account shall be liquidated in accordance made only pursuant to a duly executed Termination Letter, together with the procedures set forth other documents referenced herein, including, without limitation, an independently certified oath and report of inspector of election in respect of the Termination Letter attached as Exhibit B hereto and distributed to shareholder vote in favor of the stockholders of record on the Last DateBusiness Combination. In all cases, the Trustee shall provide Citigroup Rxxxxx with a copy of any Termination Letters Letters, Officers’ Certificates and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same; and (j) As of the date 18 months from the date of this Agreement (the “LOI Termination Date”) (or 24 months from the date hereof in the event the Company has executed the Letter of Intent (defined below) prior to the LOI Termination Date but failed to consummate a Business Combination (“Second Termination Date”), commence liquidation of the Trust Account. The provisions Trustee, upon consultation with the Company and Rxxxxx, shall deliver a notice to Public Stockholders of this record as of the LOI Termination Date or Second Termination Date, whichever the case may be, by U.S. mail or via the Depository Trust Company (“DTC”), within five days of the LOI Termination Date or Second Termination Date, to notify the Public Stockholders of such event and take such other actions as it may deem necessary to inform the Beneficiaries. The Trustee shall deliver to each Public Stockholder its ratable share of the Property against satisfactory evidence of delivery of the stock certificates by the Public Stockholders to the Company through DTC, its Deposit Withdraw Agent Commission (DWAC) system or as otherwise presented to the Trustee. Notwithstanding the foregoing, if the Trustee receives a bona fide, executed letter of intent or engagement letter (the “Letter of Intent”) for a Business Combination prior to the LOI Termination Date accompanied by an Officers’ Certificate as described in Section 1(i3(e) may not be modifiedhereof, amended then the Trustee shall forego or deleted under suspend any circumstancesliquidation of the Trust Account until the earlier of a Business Combination or the Second Termination Date.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement Agreement, in a segregated trust account (“Trust Account”) established by the TrusteeTrustee with Xxxxxx Brothers Inc.; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less, and/or less or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of under Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify the Company and Citigroup Maxim of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of the tax returns for the Trust Account; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup Maxim to do so; (h) Render to the Company and to CitigroupMaxim, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and; (i) Commence liquidation of the Trust Account only after upon receipt of the Officers’ Certificate signed by the Chief Executive Officer and promptly after receipt of, and only Chief Financial Officer in accordance with, with the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto, signed on behalf of the Company by its President or Chairman of the Board Chief Executive Officer and Secretary or Assistant Secretary or other authorized officer of the CompanyChief Financial Officer, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided. The Trustee understands and agrees that, howeverexcept as provided in Section 1(j) and Section 2 hereof, that in the event that a Termination Letter has not been received by the Trustee by the 24-month anniversary of the effective date of the Registration Statement (“Last Date”), disbursements from the Trust Account shall be liquidated in accordance made only pursuant to a duly executed Termination Letter, together with the procedures set forth other documents referenced herein, including, without limitation, an independently certified oath and report of inspector of election in respect of the Termination Letter attached stockholder vote in favor of the Business Combination (as Exhibit B hereto and distributed to the stockholders of record on the Last Datehereinafter defined). In all cases, the Trustee shall provide Citigroup Maxim with a copy of any Termination Letters Letters, Officers’ Certificates and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same. The provisions As used in this Agreement, the term “Business Combination” means the acquisition by the Company, through merger, capital stock exchange, asset or stock acquisition of, or similar business combination with, one or more entities with agreements to acquire vessels or an operating business in the refining, terminalling or transportation of energy industry as more fully described in the prospectus forming a part of the Registration Statement; and (j) As of the date 18 months from the date of this Agreement (the “LOI Termination Date”) (or 24 months from the date hereof in the event the Company has executed a Letter of Intent (defined below) prior to the LOI Termination Date but failed to consummate a Business Combination (“Second Termination Date”)), commence liquidation of the Trust Account. The Trustee, upon consultation with the Company and Maxim, shall deliver a notice to Public Stockholders of record as of the LOI Termination Date or Second Termination Date, whichever the case may be, by U.S. mail or via the Depository Trust Company (“DTC”), within five days of the LOI Termination Date or Second Termination Date, to notify the Public Stockholders of such event and take such other actions as it may deem necessary to inform the Beneficiaries. The Trustee shall deliver to each Public Stockholder its ratable share of the Property against satisfactory evidence of delivery of the stock certificates by the Public Stockholders to the Company through DTC, its Deposit Withdraw Agent Commission (DWAC) system or as otherwise presented to the Trustee. Notwithstanding the foregoing, if the Trustee receives a bona fide, executed letter of intent, agreement in principle or engagement letter (a “Letter of Intent”) for a Business Combination prior to the LOI Termination Date accompanied by an Officers’ Certificate as described in Section 1(i3(e) may not be modifiedhereof, amended then the Trustee shall forego or deleted under suspend any circumstancesliquidation of the Trust Account until the earlier of a Business Combination or the Second Termination Date.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (“Trust Account”) established by the Trustee; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less, and/or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify the Company and Citigroup of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of the tax returns for the Trust Accountits returns; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup to do so; (h) Render to the Company and to CitigroupJLSC, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and (i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto, signed on behalf of the Company by its President or Chairman of the Board and Secretary or Assistant Secretary or other authorized officer of and affirmed by counsel for the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 24-month anniversary of the effective date of the Registration Statement (“Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders of record on the Last Date. In all cases, the Trustee shall provide Citigroup JLSC with a copy of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same. The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstances.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement Agreement, including the terms of Section 11-51-302(6) of the Colorado Statue, in Trust Accounts which shall be in a segregated trust account (“Trust Account”) established by the TrusteeTrustee at J.X. Xxxxxx Chase Bank N.A. and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the written instruction of the Company, to invest and reinvest the Property in United States “U.S. government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a treasury bills with maturity of 180 days or less, and/or or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company funds investing solely in U.S. Treasuries and meeting the certain conditions of paragraphs (c)(2), (c)(3) and (c)(4) of under meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify the Company and Citigroup of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of the its tax returns for the Trust Accountreturns; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup to do so; (h) Render to the Company and to Citigroup, MJ and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and (i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B heretoB, signed on behalf of the Company by its President Chief Executive Officer or Chairman of the Board and Secretary or Assistant Secretary or other authorized officer of and affirmed by counsel for the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter (which, in the case of Exhibit A, requires joint instructions from the Company and MJTA) and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 2421-month anniversary of the effective date closing of the Registration Statement IPO (“Last DateClosing”), the Trust Account shall be liquidated as soon as practicable thereafter in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders Public Stockholders of record on the Last Date. In all cases, the Trustee shall provide Citigroup with a copy of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives samerecord. The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstances.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement Agreement, including the terms of Section 11-51-302(6) of the Colorado Statute, in a segregated trust account (“Trust Account”) established by the Trustee; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less, and/or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify the Company and Citigroup of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of the tax returns for the Trust Accountits returns; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup to do so; (h) Render to the Company and to CitigroupEBC, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and (i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto, signed on behalf of the Company by its President or Chairman of the Board and Secretary or Assistant Secretary or other authorized officer of and affirmed by counsel for the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 24-month anniversary of the effective date of the Registration Statement (“Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders of record on the Last Date. In all cases, the Trustee shall provide Citigroup EBC with a copy of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same. The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstances. (j) Upon written request from the Company, which may be given from time to time at any time in a form substantially similar to that attached hereto as Exhibit C, the Trustee shall distribute to the Company the amount requested by the Company to cover expenses related to investigating and selecting a target business, income and other taxes and other working capital requirements; provided, however, that (i) such distribution shall be only from income collected on the Property and (ii) the aggregate amount of all such distributions shall not exceed $1,100,000.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement Agreement, including, without limitation, the terms of Section 11-51-302(6) of the CRS, in a segregated trust account (“Trust Account”) established by the Trustee;Trustee at a branch of JX Xxxxxx Cxxxx selected by the Trustee and at one of the following institutions selected by the Company: Mxxxxx Sxxxxxx, Xxxxxxx Xxxxx, Suntrust Bank and United Bank, Inc. (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in any “Government Security.” As used herein, Government Security means any Treasury Bxxx issued by the United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 States, having a maturity of 180 one hundred and eighty days or less, and/or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify the Company and Citigroup FBW of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of the tax returns for the Trust Account; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the written instructions of the Company and/or Citigroup to do so; (h) Render to the Company and to CitigroupFBW, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and; (i) Commence As of the date of the consummation of a business combination (“Business Combination”), commence liquidation of the Trust Account only after upon receipt of the Officers’ Certificate signed by the Chief Executive Officer and promptly after receipt of, Chief Financial Officer and only in accordance with, with the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto, signed on behalf of the Company by its President President, Chief Financial Officer or Chairman of the Board and Secretary or Assistant Secretary or other authorized officer of the Company, and Secretary. The Trustee shall complete the liquidation of the Trust Account and distribute the Property in the Trust Account only to the Beneficiaries as directed in the Termination Letter and the other documents referred to therein; provided, however, . The Trustee understands and agrees that in the event that a Termination Letter has not been received by the Trustee by the 24-month anniversary of the effective date of the Registration Statement (“Last Date”), disbursements from the Trust Account shall be liquidated in accordance made only pursuant to a duly executed Termination Letter, together with the procedures set forth other documents referenced herein, including, without limitation, an independently certified oath and report of inspector of election in respect of the Termination Letter attached as Exhibit B hereto and distributed to shareholder vote in favor of the stockholders of record on the Last DateBusiness Combination. In all cases, the Trustee shall provide Citigroup FBW with a copy of any Termination Letters Letters, Officers’ Certificates and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same. (j) As of the date 18 months from the date of this Agreement (the “LOI Termination Date”) (or 24 months from the date hereof in the event the Company has executed the Letter of Intent (defined below) prior to the LOI Termination Date but failed to consummate a Business Combination (“Second Termination Date”)), commence liquidation of the Trust Account. The provisions Trustee, upon consultation with the Company and FBW, shall deliver a notice to Public Stockholders of this record as of the LOI Termination Date or Second Termination Date, whichever the case may be, by U.S. mail or via the Depository Trust Company (“DTC”), within five days of the LOI Termination Date or Second Termination Date, to notify the Public Stockholders of such event and take such other actions as it may deem necessary to inform the Beneficiaries. The Trustee shall deliver to each Public Stockholder its ratable share of the Property against satisfactory evidence of delivery of the stock certificates by the Public Stockholders to the Company through DTC, its Deposit Withdraw Agent Commission (DWAC) system or as otherwise presented to the Trustee. Notwithstanding the foregoing, if the Trustee receives a bona fide, executed letter of intent or engagement letter (the “Letter of Intent”) for a Business Combination prior to the LOI Termination Date accompanied by an Officers’ Certificate as described in Section 1(i2(e) may not be modifiedhereof, amended then the Trustee shall forego or deleted under suspend any circumstancesliquidation of the Trust Account until the earlier of a Business Combination or the Second Termination Date.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement Agreement, including the terms of Section 11-51-302(6) of the Colorado Statute, in a segregated trust account (“Trust Account”) Accounts which shall be established by the TrusteeTrustee at XX Xxxxxx Chase Bank, NA and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less, and/or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined by the Company;. (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify the Company and Citigroup of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of the its tax returns for the Trust Accountreturns; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup to do so;, so long as the Company shall have advanced funds sufficient to pay the Trustee’s expenses incident thereto. (h) Render to the Company and to CitigroupCompany, and to such other person as the Company may instruct, monthly written statements of the activities of of, and amounts in in, the Trust Account Account, reflecting all receipts and disbursements of the Trust Account; and (i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto, signed on behalf of the Company by its President or Chairman of the Board and Secretary or Assistant Secretary or other authorized officer of the Company, ’s Chief Executive Officer or Chief Financial Officer and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in by the Termination Letter and the other documents referred to thereinCompany; provided, however, that in the event that a Termination Letter has not been received by the Trustee by 11:59 P.M. New York City time on the 2415-month anniversary of the effective date closing of the Registration Statement IPO (subject to a three month extension if the Company executes a letter of intent or definitive agreement with respect to a Business Transaction within the 15-month period and such Business Transaction has not yet been completed (“Last Closing Date”) (“Termination Date”), the Trust Account shall be liquidated as soon as practicable thereafter in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders Public Stockholders of record at the close of trading (4:00 P.M. New York City time) on the Last applicable Termination Date. In all casesFor the purposes of clarity, the Trustee any transmission of such Termination Letter electronically, whether by facsimile, electronic mail (e-mail), PDF or otherwise, shall provide Citigroup with a copy constitute an original of any such Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same. The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstancesLetter hereunder.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (“Trust Account”) established by the Trustee; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less, and/or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify the Company and Citigroup of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of the tax returns for the Trust Account; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup to do so; (h) Render to the Company and to Citigroup, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and (i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto, signed on behalf of the Company by its Chief Executive Officer, President or Chairman of the Board and Secretary or Assistant Secretary or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 24-month anniversary of the effective date of the Registration Statement (“Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders of record on the Last Date. In all cases, the Trustee shall provide Citigroup with a copy of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same. The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstances.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (“Trust Account”) established by the Trustee; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less, and/or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify the Company and Citigroup of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of the its tax returns for the Trust Accountreturns; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup to do so; (h) Render to the Company and to Citigroup, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and (i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto, signed on behalf of the Company by its President or Chairman of the Board of Directors and Secretary or Assistant Secretary or other authorized officer of and affirmed by counsel for the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 24-month anniversary of the effective date of the Registration Statement (“Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders of record on the Last Date. In all cases, the Trustee shall provide Citigroup with a copy of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same. The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstances.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (“Trust Account”) established by the Trustee; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in any "Government Security." As used herein, Government Security means any Treasury Xxxx issued by the United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 States, having a maturity of one hundred and 180 days or less, and/or less or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of under Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “"Property,” " as such term is used herein; (e) Notify the Company and Citigroup Xxxxxx of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s 's preparation of the tax returns for the Trust Account; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup Xxxxxx to do so; (h) Render to the Company and to CitigroupXxxxxx, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and (i) Commence As of the date of the consummation of a business combination ("Business Combination"), commence liquidation of the Trust Account only after upon receipt of the Officers' Certificate signed by the Chairman or Chief Executive Officer or Chief Financial Officer and promptly after receipt of, and only the Chief Operating Officer in accordance with, with the terms of a letter (“"Termination Letter”"), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B heretoB, signed on behalf of the Company by its President Chairman or Chairman of Chief Executive Officer or Chief Financial Officer and the Board and Secretary or Assistant Secretary or other authorized officer of the CompanyChief Operating Officer, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, . The Trustee understands and agrees that in the event that a Termination Letter has not been received by the Trustee by the 24-month anniversary of the effective date of the Registration Statement (“Last Date”), disbursements from the Trust Account shall be liquidated in accordance made only pursuant to a duly executed Termination Letter, together with the procedures set forth other documents referenced herein, including, without limitation, an independently certified oath and report of inspector of election in respect of the Termination Letter attached as Exhibit B hereto and distributed to stockholder vote in favor of the stockholders of record on the Last DateBusiness Combination. In all cases, the Trustee shall provide Citigroup Xxxxxx with a copy of any Termination Letters Letters, Officers' Certificates and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same; and (j) As of the date 18 months from the date of this Agreement (the "LOI Termination Date") (or 24 months from the date hereof in the event the Company has executed the Letter of Intent (defined below) prior to the LOI Termination Date but failed to consummate a Business Combination ("Second Termination Date")), commence liquidation of the Trust Account. The provisions Trustee, upon consultation with the Company and Xxxxxx, shall deliver a notice to Public Stockholders of this Section 1(irecord as of the LOI Termination Date or Second Termination Date, whichever the case may be, by U.S. mail or via the Depository Trust Company ("DTC"), within five days of the LOI Termination Date or Second Termination Date, to notify the Public Stockholders of such event and take such other actions as it may deem necessary to inform the Beneficiaries. The Trustee shall deliver to each Public Stockholder its ratable share of the Property against satisfactory evidence of delivery of the stock certificates by the Public Stockholders to the Company through DTC, its Deposit Withdraw Agent Commission (DWAC) system or as otherwise presented to the Trustee; provided, however, that in the event that a Termination Letter has not been received by the LOI Termination Date or the Second Termination Date, whichever the case may not be, the Trust Account shall be modifiedliquidated as part of the Company's plan of dissolution and distribution approved by the Company's stockholders in accordance with the procedures set forth in the Termination Letter to the stockholders of record on the record date; provided, amended further, that the record date shall be within ten (10) days of the LOI Termination Date or deleted under the Second Termination Date, whichever the case may be, or as soon thereafter as is practicable. Notwithstanding the foregoing, if the Trustee receives a bona fide, executed letter of intent or engagement letter (the "Letter of Intent") for a Business Combination prior to the LOI Termination Date accompanied by an Officers' Certificate as described in paragraph 3(e) hereof, then the Trustee shall forego or suspend any circumstancesliquidation of the Trust Account until the earlier of a Business Combination or the Second Termination Date.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement Agreement, including the terms of Section 11-51-302(6) of the Colorado Statute, in a segregated trust account (“Trust Account”) established by the Trustee; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in any United States “government securitiessecurity” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 one hundred and eighty days or less, and/or less or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify the Company and Citigroup of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of the tax returns for the Trust Account; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup to do so; (h) Render to the Company and to CitigroupXxxxxxx, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and (i) Commence liquidation of the Trust Account only after and promptly after receipt of, of and only in accordance with, with the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto(subject in the case of Exhibit B, to the provisions below), signed on behalf of the Company by its President Chief Executive Officer or Chairman of the Board and Secretary or Assistant Secretary or other authorized officer of the CompanySecretary, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by within 24 months from the Trustee by the 24-month anniversary of the effective date of the Registration Statement Company’s IPO (“Last Date”as defined in the Termination Letter attached hereto as Exhibit A), the Trust Account shall be liquidated as part of the Company’s plan of dissolution and liquidation approved by the Company’s stockholders in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders of record on the Last Date. In all casesrecord date and provided in a certificate from the Company to the Trustee; provided, further, that the Trustee record date shall provide Citigroup with a copy be within ten (10) days of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal the 24 month date from the date of the Company’s IPO, or as soon thereafter as is practicable. (j) Disburse such funds from the Trust Account promptly after it receives same. The provisions from time to time from interest or other income earned on the proceeds held in the Trust Account upon receipt and only in accordance with the terms of a letter (“Disbursement Letter”), in a form substantially similar to that attached hereto as Exhibit C, signed on behalf of the Company by its Chief Executive Officer, Chairman of the Board and Secretary, and complete the disbursement of funds from the Trust Account and distribute such funds only as directed in the Disbursement Letter as may be requested by the Company, provided, however, that the aggregate amount distributed by the Trustee to the Company pursuant to this Section 1(i) may not exceed (i) initially $850,000, increasing by an additional $850,000 on ___, 2007 [3 month anniversary of the consummation of the offering] and each three month anniversary thereafter plus (ii) such amounts necessary to pay any taxes on the interest or other income earned on the proceeds held in the Trust Account. All distributions made pursuant to this Section 1(j) shall be modified, amended or deleted under any circumstancesmade only from income collected on the Property.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (“Trust Account”) established by the Trustee; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less, and/or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify the Company and Citigroup Ladenburg of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of the tax returns for the Trust Account; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup Ladenburg to do so; (h) Render to the Company and to Citigroup, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and (i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto, signed on behalf of the Company by its President or Chairman of the Board and Secretary or Assistant Corporate Secretary or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the close of business on the “business day” that is the 24-month anniversary of the effective date of the Registration Statement (“Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders of record on the Last Date. In all casesA business day shall be any day that is not a Saturday, Sunday or other day on which banks are required or authorized by law to be closed in the Trustee shall provide Citigroup with a copy City of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives sameNew York. The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstances.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement Agreement, including the terms of Section 11-51-302(6) of the Colorado Statute, in a segregated trust account (“Trust Account”) established by the Trustee; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less, and/or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify the Company and Citigroup of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of the tax returns for the Trust Accountits returns; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup to do so; (h) Render to the Company and to CitigroupEBC, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and (i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto, signed on behalf of the Company by its President or Chairman of the Board and Secretary or Assistant Secretary or other authorized officer of and affirmed by counsel for the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 24-month anniversary of the effective date of the Registration Statement (“Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders of record on the record date established by the Company for such purpose. The Company shall set the record date to be within ten days of the Last Date, or as soon thereafter as reasonably practicable and legally permissible. In all cases, the Trustee shall provide Citigroup EBC with a copy of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same. The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstances.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (the “Trust AccountTRUST ACCOUNT”) established by the Trustee at a branch of [ ] selected by the Trustee; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in United States any “government securitiesGovernment Security” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 1940, as amended (the “Investment Company Act”), having a maturity of 180 one hundred and eighty days or less, and/or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a or one or more money market fund funds, selected by the Company Company, meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of specified in Rule 2a-7 promulgated under the Investment Company Act of 1940Act, as determined by the Company;., (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify the Company and Citigroup the Underwriters of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of the tax returns for the Trust AccountAccount or the Company; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup the Underwriters to do so; (h) Render to the Company and to Citigroupthe Underwriters, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and (i) Commence liquidation of the Trust Account only after and promptly after receipt of, of and only in accordance with, with the terms of a letter (the “Termination LetterTERMINATION LETTER”), in a form substantially similar to that attached hereto as either Exhibit EXHIBIT A or Exhibit B heretoEXHIBIT B, signed on behalf of the Company by its President or Chairman of the Board and Secretary or Assistant Secretary Chief Executive Officer or other authorized officer of the Companyofficer, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 24-month anniversary of the effective date of the Registration Statement (“Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders of record on the Last Date. In all cases, the Trustee shall provide Citigroup with a copy of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same. The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstances.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (“Trust Account”) established by the TrusteeTrustee at XX Xxxxxx Xxxxx Bank, N. A. and at a brokerage institution selected by the Trustee that is satisfactory to the Company; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property (i) in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 treasury bills, notes or bonds having a maturity of 180 days or less, less and/or (ii) in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company funds meeting the certain conditions of paragraphs (c)(2), (c)(3) and (c)(4) of under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, and that invest solely in U.S. treasuries, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify the Company and Citigroup EBC of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of the its tax returns for the Trust Accountreturns; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup to do so; (h) Render to the Company and to Citigroup, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and (i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B heretoC, signed on behalf of the Company by its President Chief Executive Officer or Chairman of the Board and Secretary or Assistant Secretary or other authorized officer Secretary, affirmed by counsel for the Company and, in the case of the Companya Termination Letter in a form substantially similar to that attached hereto as Exhibit A, acknowledged and agreed to by EBC, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 18-month anniversary of the closing of the IPO (“Closing”) or, in the event that a definitive agreement for a Business Combination has been executed on or prior to the 18-month anniversary of the Closing but the Business Combination has not been consummated by the 18-month anniversary of the Closing, the 24-month anniversary of the effective date of the Registration Statement Closing, (“Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B C hereto and distributed to the stockholders Public Stockholders as of record on the Last Date. In all cases, the Trustee shall provide Citigroup with a copy of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same. The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstances. (j) Distribute upon receipt of an Amendment Notification Letter (defined below), to Public Stockholders who exercised their conversion rights in connection with an Amendment an amount equal to the pro rata share of the Property relating to the shares of Common Stock for which such Public Stockholders have exercised conversion rights in connection with such Amendment.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (“Trust Account”) established by the Trustee; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less, and/or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify the Company and Citigroup of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of the tax returns for the Trust Account; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup to do so; (h) Render to the Company and to Citigroup, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and (i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto, signed on behalf of the Company by its President Chief Executive Officer or Chairman of the Board and Secretary or Assistant Secretary or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 24-month anniversary of the effective date of the Registration Statement (“Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders of record on the Last Date. In all cases, the Trustee shall provide Citigroup with a copy of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same. The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstances.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account at Citibank, N.A. and at a segregated trust account (“Trust Account”) established brokerage institution selected by the TrusteeTrustee that is satisfactory to the Company; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the written instruction of the Company, to Company invest and reinvest the Property in United States “government securities” securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 1940, as amended, having a maturity of 180 days or less, and/or or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company funds meeting the conditions of paragraphs (c)(2), (c)(3), (c)(4) and (c)(4c)(5) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, as determined by the Company; it being understood that the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder; (d) Collect and receive, when due, all principal and interest or other income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify Promptly notify the Company and Citigroup Global Markets Inc. of all communications received by it the Trustee with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s preparation of the tax returns for relating to assets held in the Trust Account; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup to do so; (h) Render to the Company and to Citigroup, and to such other person as the Company may instruct, monthly written statements of the activities of of, and amounts in in, the Trust Account reflecting all receipts and disbursements of the Trust Account; and; (i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), ) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto, signed on behalf of the Company by its President Chief Executive Officer or Chairman of the Board and Secretary or Assistant Secretary board of directors (the “Board”) or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; providedtherein (less up to $100,000 of all interest arising from the Property that may be released to the Company to pay dissolution expenses) or (y) ____________1, however, that in the event that if a Termination Letter has not been received by the Trustee by the 24-month anniversary of the effective date of the Registration Statement (“Last Date”)prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and the Property in the Trust Account distributed to the stockholders Public Stockholders of record on as of such date (less up to $100,000 of all interest arising from the Last Date. In all casesProperty that may be released to the Company to pay dissolution expenses); provided, however, that in the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no such Termination Letter by 2, the Trustee shall provide Citigroup with keep the Trust Account open until the earliest to occur of (i) twelve (12) months following the date the Property has been distributed to the Public Stockholders; (ii) the Trustee’s receipt of a copy letter in a form substantially similar to Exhibit D hereto and the completion by the Trustee of the distribution of the amounts specified therein; and (iii) the Trustee’s receipt of a written notice from the Company’s independent registered public accountants stating that the Company will not be receiving any Termination Letters and/or any other correspondence tax refund on its income tax payments; (j) Upon written request from the Company, which may be given from time to time in a form substantially similar to that it receives with respect to any proposed withdrawal attached hereto as Exhibit C (a “Tax Payment Withdrawal Instruction”), withdraw from the Trust Account promptly after it receives sameand distribute to the Company the amount requested by the Company to cover any income or franchise tax obligation owed by the Company as a result of assets of the Company or interest or other income earned on the Property, which amount shall be delivered directly to the Company by electronic funds transfer or other method of prompt payment, and the Company shall forward such payment to the relevant taxing authority; provided, however, that to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution; provided further that if the tax to be paid is a franchise tax, the written request by the Company to make such distribution shall be accompanied by a copy of the franchise tax bxxx from the State of Delaware for the Company and a written statement from the principal financial officer of the Company setting forth the actual amount payable. The provisions written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility to look beyond said request; (k) Upon written request from the Company given after distribution of the Property to the Public Stockholders, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D (a “Tax Refund Instruction”), distribute to the Public Stockholders, less amounts to be disbursed to the Company to cover accrued expenses as set forth in the Tax Refund Instruction, amounts deposited by the Company into the Trust Account that the Company has represented to be tax refund(s) of the Company’s income tax payments; (l) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit E (an “Interest Withdrawal Instruction”), distribute to the Company the amount requested by the Company to be used for working capital requirements; provided, however, that the aggregate amount of all such distributions pursuant to this Section 1(l) shall not exceed $[1,750,000] [CONFIRM] in interest income (net of franchise and income taxes payable), in the event the underwriters’ over-allotment option in the Offering is not exercised in full, or $[2,007,250] [CONFIRM] in interest income (net of franchise and income taxes payable), if the underwriters’ over-allotment option in the Offering is exercised in full (or, if the over-allotment option is not exercised in full, but is exercised in part, the amount in interest income (net of franchise and income taxes payable) to be released shall be increased above $[1,750,000] proportionally in relation to the proportion of the over-allotment option which was exercised); 1 Insert date that is 21 months from the closing of the Offering, or 24 months from the closing of the Offering if a letter of intent or definitive agreement relating to a prospective initial business combination is executed before the 21-month period ends . 2 Insert date that is 21 months from the closing of the Offering, or 24 months from the closing of the Offering if a letter of intent or definitive agreement relating to a prospective initial business combination is executed before the 21-month period ends. (m) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit F (a “Permitted Purchase of Shares Withdrawal Instruction”), the Trustee shall distribute to the Company the amount requested by the Company to be used to purchase up to 2,625,000 shares of the Common Stock, in the event the underwriters’ over-allotment option in the Offering is not exercised in full or up to 3,018,750 shares of the Common Stock in the event the underwriters’ over-allotment option in the Offering is exercised in full, not to exceed the per share amount then held in the Trust Account (or, if the over-allotment option is not exercised in full, but is exercised in part, the number of shares that may be purchased shall be increased above $2,625,000 proportionally in relation to the proportion of the over-allotment option which was exercised) (such purchase hereinafter referred to as the “Permitted Purchases”); provided, however, that to the extent there is not sufficient cash in the Trust Account to make such distribution the Trustee shall liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution; and (n) Not make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i), (j), (k), (l) may not be modified, amended or deleted under any circumstances(m) above.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (“Trust Account”) established by the Trustee; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less, and/or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify the Company and Citigroup of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of the tax returns for the Trust Account; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup to do so; (h) Render to the Company and to Citigroup, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and (i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto, signed on behalf of the Company by its President or Chairman of the Board and Chief Executive Officer, Chief Financial Officer, Secretary or Assistant Secretary or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 24-month anniversary of the effective date of the Registration Statement (“Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders of record on the Last Date. In all cases, the Trustee shall provide Citigroup with a copy of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same. The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstances.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (“Trust Account”) established by the Trustee; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less, and/or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify the Company and Citigroup of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of the its tax returns for the Trust Accountreturns; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup to do so; (h) Render to the Company and to CitigroupSunTrust, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; (i) If there is any income or other tax obligation relating to the income from the Property in the Trust Account as determined by the Company, then, from time to time, at the written instruction of the Company, the Trustee shall promptly to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, liquidate such assets held in the Trust Account as shall be designated by the Company in writing, and disburse to the Company by wire transfer, out of the Property in the Trust Account, the amount indicated by the Company as owing in respect of such income tax obligation; and (ij) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (the “Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto, signed on behalf of the Company by its President or Chairman of the Board and Secretary or Assistant Secretary or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the close of business on the “business day” that is the 24-month anniversary of the effective date consummation of the Registration Statement IPO (the “Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the designated paying agent for distribution to the stockholders of record on the Last Date. A business day shall be any day that is not a Saturday, Sunday or other day on which banks are required or authorized to be closed in the City of New York. In all cases, the Trustee shall provide Citigroup SunTrust with a copy of any Termination Letters Letter and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same. The provisions of this Section 1(i1(j) may not be modified, amended or deleted under any circumstances.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (the “Trust Account”) established by the TrusteeTrustee at JPMorgan Chase, N.A.; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less, and/or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify the Company and Citigroup of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of the tax returns for the Trust Account; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup to do so; (h) Render to the Company and to CitigroupCompany, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and (i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (each, a “Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto, signed on behalf of the Company by its President or Chairman of the Board and Chief Executive Officer, Chief Financial Officer, Secretary or Assistant Secretary or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the date which is 24-month anniversary of months after the effective date of the Registration Statement final prospectus for the IPO (the “Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders of record on the Last Date. In all cases, the Trustee shall provide Citigroup with a copy of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same. The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstances.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (“Trust Account”) established by the Trustee; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;herein;\ (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less, and/or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify the Company and Citigroup of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of the its tax returns for the Trust Accountreturns; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup to do so; (h) Render to the Company and to CitigroupBroadband, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; (i) If there is any income or other tax obligation relating to the income from the Property in the Trust Account as determined by the Company, then, from time to time, at the written instruction of the Company, the Trustee shall promptly to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, liquidate such assets held in the Trust Account as shall be designated by the Company in writing, and disburse to the Company by wire transfer, out of the Property in the Trust Account, the amount indicated by the Company as owing in respect of such income tax obligation, provided, however, that such amount may not exceed an amount equal to the interest earned on the Trust Account less any amounts previously withdrawn from the Trust Account; and (ij) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (the “Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto, signed on behalf of the Company by its President or Chairman of the Board and Secretary or Assistant Secretary or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the close of business on the “business day” that is the 24-month anniversary of the effective date consummation of the Registration Statement IPO (the “Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the designated paying agent for distribution to the stockholders of record on the Last Date. A business day shall be any day that is not a Saturday, Sunday or other day on which banks are required or authorized to be closed in the City of New York. In all cases, the Trustee shall provide Citigroup Broadband with a copy of any Termination Letters Letter and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same. The provisions of this Section 1(i1(j) may not be modified, amended or deleted under any circumstances.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement Agreement, including the terms of Section 11-51-302(6) of the Colorado Statute, in a segregated trust account (“Trust Account”) established by the Trustee at a branch of Xxxxxx Brothers Inc. selected by the Trustee; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in any “Government Security.” As used herein, Government Security means any Treasury Xxxx issued by the United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 States, having a maturity of 180 one hundred and eighty days or less, and/or less or in any open open-ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, 1940 which are treated as determined by the Company“cash items” as that term is used in Rule 3a-1 under such Act; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify the Company and Citigroup of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of the tax returns for the Trust Account; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup to do so; (h) Render to the Company and to CitigroupXxxxxxx, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and (i) Commence liquidation of the Trust Account only after and promptly after receipt of, of and only in accordance with, with the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B heretoB, signed on behalf of the Company by its President or Chairman of the Board and Secretary or Assistant Secretary or other authorized officer of the CompanySecretary, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 18-month anniversary of the closing (“Closing”) of the IPO (“First Date”), or the 24-month anniversary of the effective date of the Registration Statement Closing (“Last Date”)) in the event that a letter of intent, agreement in principle or definitive agreement for a Business Combination has been executed on or prior to the First Date but the Business Combination has not been consummated by the First Date, the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders of record on the record date established by the Company for such purpose. The Company shall set the record date to be within ten days of the Last Date, or as soon thereafter as reasonably practicable and legally permissible. In all cases, the Trustee shall provide Citigroup Xxxxxxx with a copy of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same. The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstances.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement Agreement, including, without limitation, the terms of Section 11-51-302(6) of the CRS, in a segregated trust account (“the "Trust Account”") established by the Trustee at a branch of Xxxxxx Brothers Inc. selected by the Trustee; (b) Managemanage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In in a timely manner, upon the instruction of the Company, to invest and reinvest the Property in any "Government Security." As used herein, Government Security means any Treasury Xxxx issued by the United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 States, having a maturity of 180 one hundred and eighty days or less, and/or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined by the Company; (d) Collect collect and receive, when due, all principal and income arising from the Property, which shall become part of the “"Property,” " as such term is used herein; (e) Notify notify the Company and Citigroup FBW of all communications received by it with respect to any Property requiring action by the Company; (f) Supply supply any necessary information or documents as may be requested by the Company in connection with the Company’s 's preparation of the tax returns for the Trust Account; (g) Participate participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the written instructions of the Company and/or Citigroup to do so; (h) Render render to the Company and to CitigroupFBW, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and; (i) Commence as of the date of the consummation of a business combination (the “Business Combination”), commence liquidation of the Trust Account only after upon receipt of the Officers’ Certificate signed by the Chief Executive Officer and promptly after receipt of, Chief Financial Officer and only in accordance with, with the terms of a letter (“the "Termination Letter”"), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B heretoA, signed on behalf of the Company by its President President, Chief Financial Officer or Chairman of the Board and Secretary or Assistant Secretary or other authorized officer of the Company, and Secretary. The Trustee shall complete the liquidation of the Trust Account and distribute the Property in the Trust Account only to the Beneficiaries as directed in the Termination Letter and the other documents referred to therein; provided, however, . The Trustee understands and agrees that in the event that a Termination Letter has not been received by the Trustee by the 24-month anniversary of the effective date of the Registration Statement (“Last Date”), disbursements from the Trust Account shall be liquidated in accordance made only pursuant to a duly executed Termination Letter, together with the procedures set forth other documents referenced herein, including, without limitation, an independently certified oath and report of inspector of election in respect of the Termination Letter attached as Exhibit B hereto and distributed to shareholder vote in favor of the stockholders of record on the Last DateBusiness Combination. In all cases, the Trustee shall provide Citigroup FBW with a copy of any Termination Letters Letters, Officers’ Certificates and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same; and (j) as of the date, 18 months from the date of this Agreement (the “LOI Termination Date”) (or 24 months from the date hereof in the event the Company has executed the Letter of Intent (defined below) prior to the LOI Termination Date, but failed to consummate a Business Combination (the “Second Termination Date”)), commence liquidation of the Trust Account. The provisions Trustee, upon consultation with the Company and FBW, shall deliver a notice to Public Stockholders of this record as of the LOI Termination Date or Second Termination Date, whichever the case may be, by U.S. mail or via the Depository Trust Company (“DTC”), within five days of the LOI Termination Date or Second Termination Date, to notify the Public Stockholders of such event and take such other actions as it may deem necessary to inform the Beneficiaries. The Trustee shall deliver to each Public Stockholder its ratable share of the Property against satisfactory evidence of delivery of the stock certificates through DTC, its Deposit Withdraw Agent Commission (DWAC) system or as otherwise presented to the Trustee. Notwithstanding the foregoing, if the Trustee receives a bona fide, executed letter of intent or engagement letter (the “Letter of Intent”) for a Business Combination prior to the LOI Termination Date accompanied by an Officers’ Certificate as described in Section 1(i2(e) may not be modifiedhereof, amended then the Trustee shall forego or deleted under suspend any circumstancesliquidation of the Trust Account until the earlier of a Business Combination or the Second Termination Date.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement Agreement, including without limitation, the terms of Section 11-51-302(6) of the CRS, in a segregated trust account (“Trust Account”) established by the Trustee at a branch of XX Xxxxxx Chase NY Bank selected by the Trustee; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in any “Government Security.” As used herein, Government Security means any Treasury Xxxx issued by the United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 States, having a maturity of 180 one hundred and eighty days or less, and/or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify the Company and Citigroup Xxxxxx of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of the tax returns for the Trust Account; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup Xxxxxx to do so; (h) Render to the Company and to CitigroupXxxxxx, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and (i) Commence As of the date of the consummation of a business combination (“Business Combination”), commence liquidation of the Trust Account only after upon receipt of the Officers’ Certificate signed by the Chief Executive Officer or President and promptly after receipt of, and only the Chief Financial Officer in accordance with, with the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B heretoA, signed on behalf of the Company by its Chief Executive Officer or President or Chairman of the Board and Secretary or Assistant Secretary or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, . The Trustee understands and agrees that in the event that a Termination Letter has not been received by the Trustee by the 24-month anniversary of the effective date of the Registration Statement (“Last Date”), disbursements from the Trust Account shall be liquidated in accordance made only pursuant to a duly executed Termination Letter, together with the procedures set forth other documents referenced herein, including, without limitation, an independently certified oath and report of inspector of election in respect of the Termination Letter attached as Exhibit B hereto and distributed to shareholder vote in favor of the stockholders of record on the Last DateBusiness Combination. In all cases, the Trustee shall provide Citigroup Xxxxxx with a copy of any Termination Letters Letters, Officers’ Certificates and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same; and (j) As of the date 18 months from the date of this Agreement (the “LOI Termination Date”) (or 24 months from the date hereof in the event the Company has executed the Letter of Intent (defined below) prior to the LOI Termination Date but failed to consummate a Business Combination (“Second Termination Date”), commence liquidation of the Trust Account. The provisions Trustee, upon consultation with the Company and Xxxxxx, shall deliver a notice to Public Stockholders of this record as of the LOI Termination Date or Second Termination Date, whichever the case may be, by U.S. mail or via the Depository Trust Company (“DTC”), within five days of the LOI Termination Date or Second Termination Date, to notify the Public Stockholders of such event and take such other actions as it may deem necessary to inform the Beneficiaries. The Trustee shall deliver to each Public Stockholder its ratable share of the Property against satisfactory evidence of delivery of the stock certificates by the Public Stockholders to the Company through DTC, its Deposit Withdraw Agent Commission (DWAC) system or as otherwise presented to the Trustee. Notwithstanding the foregoing, if the Trustee receives a bona fide, executed letter of intent or engagement letter (the “Letter of Intent”) for a Business Combination prior to the LOI Termination Date accompanied by an Officers’ Certificate as described in Section 1(i2(e) may not be modifiedhereof, amended then the Trustee shall forego or deleted under suspend any circumstancesliquidation of the Trust Account until the earlier of a Business Combination or the Second Termination Date.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement Agreement, including the terms of Section 11-51-302(6) of the Colorado Statute, in a segregated trust account (“Trust Account”) established by the Trustee; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less, and/or or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify the Company and Citigroup of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents docu-ments as may be requested by the Company in connection with the CompanyCom-pany’s preparation of the tax returns for the Trust Account; (g) Participate in any plan or proceeding for protecting protect-ing or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup to do so; (h) Render to the Company and to CitigroupLadenburg, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and (i) Commence liquidation of the Trust Account only after and promptly after receipt of, of and only in accordance with, with the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B heretoB, signed on behalf of the Company by its President or Chairman of the Board and Secretary Secre-tary or Assistant Secretary or other authorized officer of the CompanySecretary, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, . The Trustee understands and agrees that in the event that a Termination Letter has not been received by the Trustee by the 24-month anniversary of the effective date of the Registration Statement (“Last Date”), disbursements from the Trust Account shall be liquidated in accordance made only pursuant to a duly executed Termination Letter, together with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders of record on the Last Dateother documents referenced herein. In all cases, the Trustee shall provide Citigroup Ladenburg with a copy of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same. The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstances.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (“Trust Account”) established by the Trustee; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less, and/or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify the Company and Citigroup of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of the its tax returns for the Trust Accountreturns; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup to do so; (h) Render to the Company and to Citigroup, and to such other person as the Company may instruct, EBC monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and (i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto, signed on behalf of the Company by its President or Chairman of the Board and Secretary or Assistant Secretary or other authorized officer of and affirmed by counsel for the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 2418-month anniversary of the effective date closing (“Closing”) of the Registration Statement IPO (“First Date”), or the 30-month anniversary of the Closing (“Last Date”)) in the event that a letter of intent, agreement in principle or definitive agreement for a Business Combination has been executed on or prior to the First Date but the Business Combination has not been consummated by the First Date, the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders shareholders of record on the Last Date. In all cases, the Trustee shall provide Citigroup with a copy of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same. The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstances.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement Agreement, including without limitation, the terms of Section 11-51-302(6) of the CRS, in a segregated trust account (“Trust Account”) established by the TrusteeTrustee at a branch of J.X. Xxxxxx Cxxxx Bank N.A.; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in cash or any “Government Security.” As used herein, Government Security means any Treasury Bxxx issued by the United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 States, having a maturity of 180 days or less, and/or in less or any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify the Company and Citigroup the Representative of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of the tax returns for the Trust Account; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup the Representative to do so; (h) Render to the Company and to Citigroupthe Representative, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and (i) If there is any tax obligation relating to the Property in the Trust Account or to fund the working capital of the Company, then, only at the written instruction of the Company in a form substantially similar to that attached hereto as Exhibit A, to make available in cash or by check from the Property in the Trust Account an amount specified by the Company by electronic funds transfer, account debit or other method of payment; provided, however, that such distributions may only be made if and to the extent that interest has been earned on the amount initially deposited in the Trust Account sufficient to pay for such distribution (it being expressly understood that the principal of the Property shall not be used to pay any such distribution); and (j) Commence liquidation of the Trust Account or commence liquidation of a portion thereof only after and promptly after receipt of, of and only in accordance with, with the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A B, Exhibit C, Exhibit D or Exhibit B heretoE, signed on behalf of the Company by its President Chief Executive Officer or Chairman of the Board and Secretary or Assistant Secretary or other authorized officer of the CompanyChief Financial Officer, and complete the liquidation of the Trust Account and distribute disburse the Property in the Trust Account (which disbursement shall include, in the event of (i) an Acquisition Transaction (as hereafter defined), (ii) Post-Acquisition Tender Offer (as hereinafter defined), (iii) a trust liquidation, as required by its Amended and Restated Memorandum and Article of Association, in the event the Company does not commence or complete a Post-Acquisition Tender Offer within 30 days or six months of consummation of the Acquisition Transaction respectively, the payment of the Deferred Compensation to the Representative) only as directed in the Termination Letter and the other documents referred to therein; provided. The Trustee understands and agrees that, however, that except as provided in the event that a Termination Letter has not been received by the Trustee by the 24-month anniversary of the effective date of the Registration Statement (“Last Date”this paragraph and paragraphs 1(i), 1(k) and 6(a) hereof, disbursements from the Trust Account shall be liquidated in accordance made only pursuant to a duly executed Termination Letter, together with the procedures set forth other documents referenced herein. For purposes of this Agreement, (i) an “Acquisition Transaction” shall mean an acquisition through a merger, stock exchange, asset acquisition, stock purchase or similar acquisition transaction of one or more operating businesses that have a fair market value, individually or collectively, of at least 80% of the balance in the Termination Letter attached as Exhibit B hereto trust account (less the deferred underwriting discounts and distributed commissions and taxes payable) at the time of such acquisition transaction and (ii) a “Post-Acquisition Tender Offer” shall mean an issuer tender offer for all IPO Shares following the consummation of an Acquisition Transaction where the Company has elected to the stockholders grant Public Shareholders their redemption rights by means of record on the Last Date. In all cases, the Trustee shall provide Citigroup with a copy of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same. The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstances.such issuer tender offer;

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement Agreement, in a segregated trust account (the “Trust Account”) established by the TrusteeTrustee at J.X. Xxxxxx Chase N.A.; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the written instruction of the Company, to invest and reinvest the Property in United States “government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “1940 Act”) and having a maturity of 180 days or less, and/or less or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of specified in paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 19401940 Act, as amended, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify within two (2) business days the Company and Citigroup Maxim of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of the tax returns for the Trust AccountAccount or the Company; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup Maxim to do so; (h) Render to the Company and to CitigroupMaxim, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and; (i) Commence liquidation of the Trust Account only after and promptly after upon receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto, signed on behalf of the Company by its President or Chairman of the Board and Secretary or Assistant Secretary or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 24-month anniversary therein as part of the effective date Company’s plan of the Registration Statement (“Last Date”)dissolution and liquidation. The Trustee understands and agrees that, except as provided in Section 2 hereof, disbursements from the Trust Account shall be liquidated in accordance with the procedures set forth in the made only pursuant to a duly executed Termination Letter attached as Exhibit B hereto and distributed to the stockholders of record on the Last Date. In all cases, the Trustee shall provide Citigroup with a copy of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same. The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstancesLetter.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (“the "Trust Account”") established by the TrusteeTrustee at Xxxxxx Brothers Inc.; (b) Managemanage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In in a timely manner, upon the instruction of the Company, to invest and reinvest the Property in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days any "Government Security" or less, and/or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company funds meeting the certain conditions of paragraphs (c)(2), (c)(3) and (c)(4) of under Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined amended. As used herein, Government Security means any Treasury Xxxx issued by the CompanyUnited States, having a maturity of one hundred and eighty days or less; (d) Collect collect and receive, when due, all principal and income arising from the Property, which shall become part of the “"Property,” " as such term is used herein; (e) Notify notify the Company and Citigroup FBW of all communications received by it with respect to any Property requiring action by the Company; (f) Supply supply any necessary information or documents as may be requested by the Company in connection with the Company’s 's preparation of the tax returns for the Trust Account; (g) Participate participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the written instructions of the Company and/or Citigroup to do so; (h) Render render to the Company and to CitigroupFBW, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and; (i) Commence as of the date of the consummation of a business combination (the "Business Combination"), commence liquidation of the Trust Account only after upon receipt of the Officers' Certificate signed by the Chief Executive Officer and promptly after receipt of, Chief Financial Officer and only in accordance with, with the terms of a termination letter (“"Termination Letter”"), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B heretoA, signed on behalf of the Company by its President President, Chief Financial Officer or Chairman of the Board and Secretary or Assistant Secretary or other authorized officer of the Company, and Secretary. The Trustee shall complete the liquidation of the Trust Account and distribute the Property in the Trust Account only to the Beneficiaries as directed in the Termination Letter and the other documents referred to therein; provided, however, . The Trustee understands and agrees that in the event that a Termination Letter has not been received by the Trustee by the 24-month anniversary of the effective date of the Registration Statement (“Last Date”), disbursements from the Trust Account shall be liquidated in accordance made only pursuant to a duly executed Termination Letter, together with the procedures set forth other documents referenced herein, including, without limitation, an independently certified oath and report of inspector of election in respect of the Termination Letter attached as Exhibit B hereto and distributed to shareholder vote in favor of the stockholders of record on the Last DateBusiness Combination. In all cases, the Trustee shall provide Citigroup FBW with a copy of any Termination Letters Letters, Officers' Certificates and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same; (j) as of the date, 18 months from the date of this Agreement (the "LOI Termination Date") (or 24 months from the date hereof in the event the Company has executed the Letter of Intent (defined below) prior to the LOI Termination Date, but failed to consummate a Business Combination (the "Second Termination Date")), and upon receipt of a Termination Letter by the Trustee from the Company in a form substantially similar to that attached as Exhibit B, signed on behalf of the Company by its President, Chief Executive Officer or Chairman of the Board and Secretary or Assistant Secretary, commence liquidation of the Trust Account. The provisions Trustee, upon consultation with the Company and FBW, shall deliver a notice to Public Stockholders of this record as of the LOI Termination Date or Second Termination Date, whichever the case may be, by U.S. mail or via the Depository Trust Company ("DTC"), within five days of the LOI Termination Date or Second Termination Date, to notify the Public Stockholders of such event and take such other actions as it may deem necessary to inform the Beneficiaries. The Trustee shall deliver to each Public Stockholder its ratable share of the Property against satisfactory evidence of delivery of the stock certificates through DTC, its Deposit Withdraw Agent Commission (DWAC) system or as otherwise presented to the Trustee. Notwithstanding the foregoing, if the Trustee receives a bona fide, executed letter of intent or engagement letter (the "Letter of Intent") for a Business Combination prior to the LOI Termination Date accompanied by an Officers' Certificate as described in Section 1(i2(e) may not be modifiedhereof, amended then the Trustee shall forego or deleted under suspend any circumstancesliquidation of the Trust Account until the earlier of a Business Combination or the Second Termination Date.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (“Trust Account”) established by the TrusteeTrustee at JP Xxxxxx Xhxxx Xank N.A. and at a brokerage institution selected by the Trustee that is satisfactory to the Company; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property (i) in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 treasury bills, notes or bonds having a maturity of 180 days or less, less and/or (ii) in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company funds meeting the certain conditions of paragraphs (c)(2), (c)(3) and (c)(4) of under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, and that invest solely in U.S. treasuries, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify the Company and Citigroup CCM of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of the its tax returns for the Trust Accountreturns; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup to do so; (h) Render to the Company and to Citigroup, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and (i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B heretoB, signed on behalf of the Company by its President Chief Executive Officer or Chairman of the Board and Secretary or Assistant Secretary or other authorized officer Secretary, affirmed by counsel for the Company and, in the case of the Companya Termination Letter in a form substantially similar to that attached hereto as Exhibit A, acknowledged and agreed to by CCM, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by (a) the 18-month anniversary of the closing of the IPO (“Closing”) or (b) in the event that a letter of intent or definitive agreement for a Business Combination has been executed on or prior to the 18-month anniversary of the Closing but the Business Combination has not been consummated by the 18-month anniversary of the Closing, the 24-month anniversary of the effective date of the Registration Statement (“Last Date”)Closing, the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders of record on the Last Date. In all cases, the Trustee shall provide Citigroup with a copy of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account Public Stockholders promptly after it receives samesuch date. The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstances.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement Agreement, in a segregated trust account (“the "Trust Account”") established by the TrusteeTrustee at ; (b) Managemanage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In in a timely manner, upon the instruction of the Company, to invest and reinvest the Property in United States “"government securities” ," within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the "1940 having Act"), with a maturity of 180 days or less, and/or or in any open ended investment company registered under the Investment 1940 Act selected by the Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of under Rule 2a-7 promulgated under the Investment Company Act of 19401940 Act, as determined by the Company; (d) Collect collect and receive, when due, all principal and income arising from the Property, which shall become part of the “"Property,” " as such term is used herein; (e) Notify notify the Company and Citigroup Deutsche Bank of all communications received by it with respect to any Property requiring action by the Company; (f) Supply supply any necessary information or documents as may be requested by the Company in connection with the Company’s 's preparation of the tax returns for the Trust AccountAccount or the Company; (g) Participate participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup Deutsche Bank to do so; (h) Render render to the Company and to CitigroupCompany, and to such other person persons as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and; (i) Commence release to the Company each month the interest earned on the Property, until a maximum of $5,950,000 of such interest has been released to the Company from the Trust Account, unless the Trustee has received notice from the Company that any interest income should be set aside to pay taxes in accordance with Section 1(j); (j) upon written instructions from the Company, deliver to the Company or to such governmental entity or taxing authority as the Company shall direct, on a quarterly basis, from the Property in the Trust Account, an amount equal to the taxes payable by the Company, if any, relating to interest earned on the Property and any franchise taxes payable by the Company; (k) upon written instructions from the Company, deliver to the Company up to $50,000 of the interest earned on the Property in the Trust Account for the purpose of paying the Company's costs and expenses of implementing a plan of distribution in connection with the dissolution and liquidation of the Company in the event that the Company fails to consummate an acquisition of one or more domestic or international operating businesses or assets through a merger, capital stock exchange, asset or stock acquisition, exchangeable share transaction or other similar business combination having collectively a fair market value of at least 80% of the balance of the Trust Account, net of taxes and amounts permitted to be disbursed for working capital and excluding the deferred underwriting discounts and commissions held in the Trust Account, at the time of the acquisition (a "Business Combination"); provided that such amounts will be delivered to the Company only to the extent that there remains in the Trust Account interest earned on the Property in excess of taxes payable by the Company relating to the interest earned on the Property; (l) commence liquidation of the Trust Account only after and promptly after upon receipt of, of and only in accordance with, with the terms of a letter (“the "Termination Letter”"), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B heretoB, signed on behalf of the Company by its President Chief Executive Officer or Chairman of the Board and Secretary or Assistant Secretary or other authorized officer of the CompanyChief Financial Officer, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 24-month anniversary therein as part of the effective date Company's plan of the Registration Statement (“Last Date”dissolution and liquidation. The Trustee understands and agrees that, except as provided in Section 1(i), 1(j) and 1(k) hereof, disbursements from the Trust Account shall be liquidated made only pursuant to a duly executed Termination Letter; and (m) as of the date 24 months from the consummation of the IPO, if the Company has failed to (1) consummate a Business Combination (the "Termination Date") or (2) deliver to the Trustee a notice stating that the time of termination has been extended by not more than twelve months following the Termination Date (in accordance with which case the procedures date set forth in such notice shall be deemed to be the "Termination Date" for all subsequent purposes under this Agreement), commence liquidation of the Trust Account. The Trustee, upon consultation with and receipt of written instruction from the Company and Deutsche Bank, shall deliver a notice to Public Stockholders of record as of the Termination Letter attached Date, by U.S. mail or via the Depository Trust Company ("DTC"), within five business days of the Termination Date, to notify the Public Stockholders of such event and take such other actions as Exhibit B hereto the Company and distributed Deutsche Bank may direct to inform the stockholders of record on the Last DatePublic Stockholders. In all casesThereafter, the Trustee shall provide Citigroup with a copy deliver to each Public Stockholder its ratable share of any Termination Letters and/or any other correspondence that it receives with respect the Property against satisfactory evidence of delivery of the stock certificates (or, for shares of Common Stock held in book-entry form, against satisfactory evidence of cancellation of such shares) by the Public Stockholders to any proposed withdrawal from the Trust Account promptly after it receives same. The provisions of this Section 1(iCompany through DTC, its Deposit/Withdrawal At Custodian (DWAC) may not be modified, amended system or deleted under any circumstancesas otherwise presented to the Trustee.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement Agreement, in a segregated trust account (the “Trust Account”) established by the TrusteeTrustee with Deutsche Bank Trust Company; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the written instruction of the Company, to invest and reinvest the Property in United States “government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “1940 Act”) and having a maturity of 180 days or less, and/or less or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of specified in paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 19401940 Act, as amended, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify within two (2) business days the Company and Citigroup Maxim of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of the tax returns for the Trust AccountAccount or the Company; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup Maxim to do so; (h) Render to the Company and to CitigroupMaxim, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and; (i) Commence liquidation of the Trust Account only after and promptly after upon receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto, signed on behalf of the Company by its President or Chairman of the Board and Secretary or Assistant Secretary or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 24-month anniversary therein as part of the effective date Company’s plan of the Registration Statement (“Last Date”)dissolution and liquidation. The Trustee understands and agrees that, except as provided in Section 1(j) and Section 2 hereof, disbursements from the Trust Account shall be liquidated in accordance with the procedures set forth in the made only pursuant to a duly executed Termination Letter attached as Exhibit B hereto and distributed to the stockholders of record on the Last DateLetter. In all cases, the Trustee shall provide Citigroup the Representative with a copy of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives within two (2) business days of receiving the same; and (j) In the event the Company fails to consummate a Business Combination (as defined herein) by , 2009 [twenty four months from the date of this Agreement] (the “Termination Date”), to commence liquidation of the Trust Account as part of the company’s plan of dissolution and liquidation. The provisions Trustee, upon consultation with the Company and the Representative, shall deliver a notice (the “Termination Notice”) to the Public Shareholders of record as of the Termination Date and the Underwriters (collectively with the Public Shareholders, the “Beneficiaries”) by U.S. mail or via the Depository Trust Company (the “DTC”) within five (5) days of the Termination Date and shall take such other actions as it may deem necessary to inform the Beneficiaries of the Termination Date. The Trustee shall deliver to each Public Shareholder its ratable share of the Property against satisfactory evidence of deliver to the Company (through DTC, its Deposit Withdraw Agent Commission (“DWAC”) system or as otherwise presented to the Trustee) by the Public Shareholder of the stock certificates representing the shares of Common Stock it holds. As used in this Section 1(i) may Agreement, the term “Business Combination” means the acquisition by the Company, through merger, capital stock exchange, asset acquisition or other similar business combination with, one or more operating businesses in the shipping maritime industry, although the Company will not be modifiedlimited to pursuing acquisition opportunities only within that industry, amended or deleted under any circumstancesas more fully described in the prospectus forming a part of the Registration Statement.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement Agreement, including the terms of Section 11-51-302(6) of the Colorado Statute, in a segregated trust account (“Trust Account”) established by the Trustee; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less, and/or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify the Company and Citigroup of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of the tax returns for the Trust Accountits returns; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup to do so; (h) Render to the Company and to CitigroupEBC, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and (i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto, signed on behalf of the Company by its President or Chairman of the Board and Secretary or Assistant Secretary or other authorized officer of and affirmed by counsel for the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 24-month anniversary of the effective date of the Registration Statement (“Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders of record on the record date established by the Company for such purpose. The Company shall set the record date to be within ten days of the Last Date, or as soon thereafter as reasonably practicable and legally permissible. In all cases, the Trustee shall provide Citigroup EBC with a copy of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same. The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstances. (j) Upon written request from the Company, which may be given from time to time at any time after , 2007 in a form substantially similar to that attached hereto as Exhibit C, the Trustee shall distribute to the Company the amount requested by the Company to cover expenses related to investigating and selecting a target business, income and other taxes and other working capital requirements; provided, however, that (i) such distribution shall be only from income collected on the Property and (ii) the aggregate amount of all such distributions shall not exceed $200,000.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (“Trust Account”) established by the Trustee; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less, and/or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify the Company and Citigroup the Representatives of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of the tax returns for the Trust Account; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup the Representatives to do so; (h) Render to the Company and to Citigroupthe Representatives, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and (i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto, signed on behalf of the Company by its President or Chairman of the Board and Secretary or Assistant Corporate Secretary or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the close of business on the “business day” that is the 24-month anniversary of the effective date of the Registration Statement (“Last Date”), the Trust Account Acc shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders of record on the Last Date. In all casesA business day shall be any day that is not a Saturday, Sunday or other day on which banks are required or authorized by law to be closed in the Trustee shall provide Citigroup with a copy City of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives sameNew York. The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstances.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement Agreement, in a segregated trust account (“Trust Account”) Accounts which shall be established by the TrusteeTrustee at XX Xxxxxx Xxxxx Bank, NA and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less, and/or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined by the Company;. (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify the Company and Citigroup of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of the its tax returns for the Trust Accountreturns; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup to do so;, so long as the Company shall have advanced funds sufficient to pay the Trustee’s expenses incident thereto. (h) Render to the Company and to CitigroupCompany, and to such other person as the Company may instruct, monthly written statements of the activities of of, and amounts in in, the Trust Account Account, reflecting all receipts and disbursements of the Trust Account; and (i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto, signed on behalf of the Company by its President or Chairman of the Board and Secretary or Assistant Secretary or other authorized an executive officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in by the Termination Letter and the other documents referred to thereinCompany; provided, however, that in the event that a Termination Letter has not been received by the Trustee by 11:59 P.M. New York City time on the 2419-month anniversary of the effective date of the Registration Statement (“Last Effective Date”), the Trust Account shall be liquidated as soon as practicable thereafter in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders Public Shareholders of record at the close of trading (4:00 P.M. New York City time) on such 19 month anniversary date. For the Last Date. In all casespurposes of clarity, the Trustee any transmission of such Termination Letter electronically, whether by facsimile, electronic mail (e-mail), PDF or otherwise, shall provide Citigroup with a copy constitute an original of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same. The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstancessuch termination Letter hereunder.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (“"Trust Account”") established by the Trustee; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in United States “"government securities” " within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less, and/or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “"Property,” " as such term is used herein; (e) Notify the Company and Citigroup of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s 's preparation of the tax returns for the Trust Accountits returns; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup to do so; (h) Render to the Company and to CitigroupLadenburg, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and (i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“"Termination Letter”"), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto, signed on behalf of the Company by its President or Chairman of the Board and Secretary or Assistant Secretary or other authorized officer and affirmed by its entire Board of the CompanyDirectors, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 24-month anniversary of the effective date of the Registration Statement (“"Last Date”"), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders of record on the Last Date. In all cases, the Trustee shall provide Citigroup Ladenburg with a copy of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same. The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstances.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (“Trust Account”) established by the Trustee at X.X. Xxxxxx Xxxxx Bank N.A. and at a brokerage institution selected by the Company that is satisfactory to the Trustee; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less, and/or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify the Company and Citigroup of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of the its tax returns for the Trust Accountreturns; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup to do so; (h) Render to the Company and to Citigroup, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and (i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto, signed on behalf of the Company by its President or Chairman of the Board and Secretary or Assistant Secretary or other authorized officer of and affirmed by counsel for the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 18-month anniversary of the closing (“Closing”) of the IPO (“First Date”) or the 24-month anniversary of the effective date of the Registration Statement Closing (“Last Date”)) in the event that a letter of intent, memorandum of understanding or definitive agreement for a Business Combination has been executed on or prior to the First Date but the Business Combination has not been consummated by the First Date, the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders shareholders of record on the Last Date. In all cases, the Trustee shall provide Citigroup with a copy of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same. The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstances.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (“Trust Account”) established by the Trustee in the United States at JPMorgan Chase Bank (or at another U.S. chartered commercial bank with consolidated assets of $100 billion or more), maintained by Trustee, and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property (i) in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 treasury bills, notes or bonds having a maturity of 180 185 days or less, less and/or (ii) in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company funds meeting the certain conditions of paragraphs (c)(2), (c)(3) and (c)(4) of under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, and that invest solely in U.S. treasuries, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify the Company and Citigroup the Underwriters of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of the its tax returns for the Trust Accountreturns; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup to do so; (h) Render to the Company and to Citigroup, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and (i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B heretoB, signed on behalf of the Company by its President President, Chief Executive Officer or Chairman of the Board and Secretary or Assistant Secretary or other authorized officer and, in the case of the Companya Termination Letter in a form substantially similar to that attached hereto as Exhibit A, acknowledged and agreed to by Ladenburg, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 2412-month anniversary of the effective date closing of the Registration Statement IPO (“Closing”) or, in the event that the Company extended the time to complete the Business Combination up to the 21-month anniversary from the closing of the IPO by depositing $166,667 (or $191,667 if the underwriters’ over-allotment option was exercised in full) for each 1-month extension, but has not completed the Business Combination within such additional period, as applicable, the 12-month anniversary of the Closing plus such extension (as applicable, the “Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders Public Stockholders as of record on the Last Date. . (j) Upon receipt of an extension letter (“Extension Letter”) substantially similar to Exhibit D hereto at least five days prior to the then-applicable Last Date (the “Applicable Deadline”), signed on behalf of the Company by an executive officer, and receipt of the dollar amount specified in the Extension Letter at least five days prior to the Applicable Deadline, to follow the instructions set forth in the Extension Letter. (k) Upon receipt of a letter (an “Amendment Notification Letter”) in the form of Exhibit E hereto, signed on behalf of the Company by its Chief Executive Officer or Chief Financial Officer, distribute to Public Stockholders who exercised their redemption rights in connection with an amendment to the Company’s amended and restated certificate of incorporation (an “Amendment”) an amount per-share equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding shares of Common Stock, for which Public Stockholders have exercised redemption rights in connection with such Amendment. (l) In all cases, the Trustee shall provide Citigroup connection with a copy of any Termination Letters and/or any Business Combination, disburse the per share amount to redeeming Public Stockholders (other correspondence than shares tendered through the Depository Trust Company) that it receives with respect have tendered their shares directly to any proposed withdrawal from the Trustee, at a per-share price equal to the aggregate amount then on deposit in the Trust Account promptly after it receives same. The provisions as of this Section 1(i) may not two business days prior to the consummation of the Business Combination, including interest (which interest shall be modifiednet of taxes payable), amended or deleted under any circumstancesdivided by the number of then issued and outstanding shares of Common Stock.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (“Trust Account”) established by the Trustee; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in United States “government securities” within any "Government Security." As used herein, Government Security means any Treasury Bill issued by the meaning of Section 2(a)(16) of the Investment Company Act of 1940 Uxxxxd States, having a maturity of 180 days or less, and/or less or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company funds meeting the certain conditions of paragraphs (c)(2), (c)(3) and (c)(4) of under Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “"Property,” " as such term is used herein; (e) Notify the Company and Citigroup Rodman of all communications communxxxxxxns received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s 's preparation of the tax returns for the Trust Account; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup Rodman to do so; (h) Render to the Company and to CitigroupRodman, and to such other xxxxx person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and (i) Commence liquidation of the Trust Account only after and promptly after receipt of, of and only in accordance with, with the terms of a letter (“"Termination Letter”"), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B heretoB, signed on behalf of the Company by either of its President Co-Chief Executive Officers or its Chairman of the Board and Secretary or Assistant Secretary or other authorized officer of the CompanyVice Chairman, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 24-month anniversary of the effective date of the Registration Statement (“Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders of record on the Last Date. In all cases, the Trustee shall provide Citigroup with a copy of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same. The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstances.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement Agreement, including the terms of Section 11-51-302(6) of the Colorado Statute, in a segregated trust account (“Trust Account”) established by the Trustee; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less, and/or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify the Company and Citigroup of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of the tax returns for the Trust Accountits returns; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup to do so; (h) Render to the Company and to CitigroupEBC, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and (i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto, signed on behalf of the Company by its President or Chairman of the Board and Secretary or Assistant Secretary or other authorized officer of and affirmed by counsel for the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 24-month anniversary of the effective date of the Registration Statement (“Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders of record on the Last Date. In all cases, the Trustee shall provide Citigroup EBC with a copy of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same. The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstances. (j) Upon written request from the Company, which may be given from time to time at any time after _____________, 2008 in a form substantially similar to that attached hereto as Exhibit C, the Trustee shall distribute to the Company the amount requested by the Company to cover expenses related to investigating and selecting a target business, income and other taxes and other working capital requirements; provided, however, that (i) such distribution shall be only from income collected on the Property and (ii) the aggregate amount of all such distributions shall not exceed $350,000.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account accounts (“"Trust Account”") established by the Trustee at [ ] and at a brokerage institution selected by the Trustee; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in United States “"government securities” " within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less, and/or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “"Property,” " as such term is used herein; (e) Notify the Company and Citigroup of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s 's preparation of the tax returns for the Trust Account; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup Citi to do so; (h) Render to the Company and to CitigroupCompany, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and (i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“"Termination Letter”"), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto, signed on behalf of the Company by its President or Chairman of the Board and Chief Executive Officer, Chief Financial Officer, Secretary or Assistant Secretary or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 24-month anniversary of the effective date of the Registration Statement (“"Last Date”"), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders of record on the Last Date. In all cases, the Trustee shall provide Citigroup with a copy of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same. The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstances.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement Agreement, in a segregated trust account (“Trust Account”) established by the TrusteeTrustee at J.X. Xxxxxx Chase Bank, N.A. and at a brokerage institution selected by the Trustee that is satisfactory to the Company; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less, and/or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined by the Company;. (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify the Company and Citigroup of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of the its tax returns for the Trust Accountreturns; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup to do so;, so long as the Company shall have advanced funds sufficient to pay the Trustee’s expenses incident thereto. (h) Render to the Company and to CitigroupCompany, and to such other person as the Company may instruct, monthly written statements of the activities of of, and amounts in in, the Trust Account Account, reflecting all receipts and disbursements of the Trust Account; and (i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto, signed on behalf of the Company by its Chief Executive Officer, President or Chairman of the Board and Secretary or Assistant Secretary or other authorized officer of the CompanySecretary, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 2421-month anniversary of the effective date Effective Date of the Registration Statement (“Last Date”)Statement, the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders Public Shareholders of record on the Last Datesuch 21-month anniversary date. In all casesthe event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no such Termination Letter by the 21-month anniversary of the Effective Date of the Registration Statement, following the liquidation of the Property, the Trustee shall provide Citigroup with a copy of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from keep the Trust Account promptly after it receives sameopen until twelve (12) months following the date the Property has been distributed to the Public Shareholders. The provisions of this Section paragraph 1(i) may not be modified, amended or deleted under any circumstances.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (“Trust Account”) Account established by the Trustee in the United States at JPMorgan Chase Bank (or at another U.S. chartered commercial bank with consolidated assets of $100 billion or more), maintained by Trustee, and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property (i) in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 treasury bills, notes or bonds having a maturity of 180 185 days or less, less and/or (ii) in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company funds meeting the certain conditions of paragraphs (c)(2), (c)(3) and (c)(4) of under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, and that invest solely in U.S. treasuries, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify the Company and Citigroup the Underwriters of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of the its tax returns for the Trust Accountreturns; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup to do so; (h) Render to the Company and to Citigroup, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and (i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B heretoB, signed on behalf of the Company by its President President, Chief Executive Officer or Chairman of the Board and Secretary or Assistant Secretary or other authorized officer and, in the case of the Companya Termination Letter in a form substantially similar to that attached hereto as Exhibit A, acknowledged and agreed to by Chardan, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 249-month anniversary of the effective date closing of the Registration Statement IPO (“Closing”) or, in the event that the Company extended the time to complete the Business Combination within the 12 months or 15 months from the closing of the IPO by depositing $500,000 (or $575,000 if the underwriters’ over-allotment option was exercised in full) for each 3-month extension, but has not completed the Business Combination within the 12 month or 15-month anniversary of the Closing (as applicable, the “Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders Public Stockholders as of record on the Last Date. In all cases. (j) Upon receipt of an extension letter (“Extension Letter”) substantially similar to Exhibit D hereto at least five business days prior to the Applicable Deadline, signed on behalf of the Trustee shall provide Citigroup Company by an executive officer, and receipt of the dollar amount specified in the Extension Letter on or prior to the Applicable Deadline, to follow the instructions set forth in the Extension Letter. (k) Upon receipt of a letter (an “Amendment Notification Letter”) in the form of Exhibit E, signed on behalf of the Company by its Chief Executive Officer or Chief Financial Officer and, distribute to Public Stockholders who exercised their conversion rights in connection with a copy an amendment to the Company’s amended and restated certificate of incorporation (an “Amendment”) an amount equal to the pro rata share of the Property relating to the Common Stock for which such Public Stockholders have exercised conversion/redemption rights in connection with such Amendment. (l) Not disburse any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal amounts from the Trust Account promptly after it receives same. The provisions of this Section 1(iin connection with a Business Combination in the event that the amount per share to be received by the redeeming Public Stockholders is less than $10.10 per share (plus the amount per share deposited in the Trust Account pursuant to any Extension Letter). (m) may not be modifiedIn connection with a Business Combination, amended or deleted under any circumstancesdisburse the per share amount to redeeming Public Stockholders (other than shares tendered through the Depository Trust Company) that have tendered their shares directly to the Trustee.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement Agreement, including the terms of Section 11-51-302(6) of the Colorado Statute, in a segregated trust account (“Trust Account”) established by the Trustee; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less, and/or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify the Company and Citigroup of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of the tax returns for the Trust Accountits returns; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup to do so; (h) Render to the Company and to CitigroupEBC, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and (i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto, signed on behalf of the Company by its President or Chairman of the Board and Secretary or Assistant Secretary or other authorized officer of and affirmed by counsel for the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 24-month anniversary of the effective date of the Registration Statement (“Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders of record on the Last Date. In all cases, the Trustee shall provide Citigroup EBC with a copy of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same. The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstances. (j) Upon written request from the Company, which may be given from time to time at any time in a form substantially similar to that attached hereto as Exhibit C, the Trustee shall distribute to the Company the amount requested by the Company to cover expenses related to investigating and selecting a target business, income and other taxes and other working capital requirements; provided, however, that (i) such distribution shall be only from income collected on the Property and (ii) the aggregate amount of all such distributions shall not exceed $1,050,000.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement Agreement, in a segregated trust account (“Trust Account”) Accounts which shall be established by the TrusteeTrustee at JX Xxxxxx Cxxxx Bank, NA and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having treasury bills with a maturity of 180 days or less, and/or less or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company funds investing solely in United States government treasuries and meeting the certain conditions of paragraphs (c)(2), (c)(3) and (c)(4) of under Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined by the Company;. (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify the Company and Citigroup of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of the its tax returns for the Trust Accountreturns; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup to do so;, so long as the Company shall have advanced funds sufficient to pay the Trustee’s expenses incident thereto. (h) Render to the Company and to CitigroupCompany, and to such other person as the Company may instruct, monthly written statements of the activities of of, and amounts in in, the Trust Account Account, reflecting all receipts and disbursements of the Trust Account; and; (i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto, signed on behalf of the Company by its President or Chairman of the Board and Secretary or Assistant Secretary or other authorized an executive officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in by the Termination Letter and the other documents referred to thereinCompany; provided, however, that in the event that a Termination Letter has not been received by the Trustee by 11:59 P.M. New York City time on the 2419-month anniversary of the effective date of the Registration Statement (“Last Effective Date”), the Trust Account shall be liquidated as soon as practicable thereafter in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders Public Shareholders of record at the close of trading (4:00 P.M. New York City time) on such 19-month anniversary date. For the Last Date. In all casespurposes of clarity, any transmission of such Termination Letter electronically, whether by facsimile, electronic mail (e-mail), PDF or otherwise, shall constitute an original of such Termination Letter hereunder; and (j) The Trustee agrees not to make any distributions from the Trustee shall provide Citigroup with a copy of Trust Account prior to segregating any Termination Letters and/or any other correspondence that it receives amounts due to redeeming shareholders including but not limited to distributions with respect to any proposed withdrawal from payments of advisory fees, investment banking fees, and expenses of the Business Transaction or payments to the Target Business upon consummation of the Business Transaction if such distribution would cause the amount in the Trust Account promptly after it receives same. The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstancesto fall below the amount initially deposited into the Trust Account.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (“Trust Account”) Accounts which shall be established by the TrusteeTrustee at XX Xxxxxx Xxxxx Bank, NA and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in United States “U.S. government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having treasury bills with a maturity of 180 days or less, less and/or in any open ended investment company registered under the Investment Company Act of 1940 1940, as amended, that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 19401940 that invests solely in U.S. Treasuries, as determined by the Company;. (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify the Company and Citigroup of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of the its tax returns for the Trust Accountreturns; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup to do so, so long as the Company shall have advanced funds sufficient to pay the Trustee’s expenses incident thereto; (h) Render to the Company and to CitigroupCompany, and to such other person as the Company may instruct, monthly written statements of the activities of of, and amounts in in, the Trust Account Account, reflecting all receipts and disbursements of the Trust Account; and (i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto, signed on behalf of the Company by its President or Chairman of the Board and Secretary or Assistant Secretary or other authorized an executive officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in by the Termination Letter and the other documents referred to thereinCompany; provided, however, that in the event that a Termination Letter has not been received by the Trustee by 11:59 P.M. New York City time on the 2415-month anniversary of the effective date closing of the IPO (the “Closing Date”) or the 18-month anniversary of the Closing Date if the Company has taken advantage of the Extension (defined below) as described in the Registration Statement (such later date being referred to herein as the “Last Termination Date”), the Trust Account shall be liquidated as soon as practicable thereafter in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders Public Shareholders of record at the close of trading (4:00 P.M. New York City time) on the Last applicable Termination Date. In all casesFor the purposes of clarity, any transmission of such Termination Letter electronically, whether by facsimile, electronic mail (e-mail), PDF or otherwise, shall constitute an original of such Termination Letter hereunder. (j) Distribute upon receipt of an Extension Notification Letter (defined below), to Public Shareholders who exercised their redemption rights in connection with an Extension an amount equal to the Trustee shall provide Citigroup pro rata share of the Property relating to the ordinary shares for which such Public Shareholders have exercised redemption rights in connection with a copy of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same. The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstancessuch Extension.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (“Trust Account”) established by the Trustee; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in United States “"government securities” " within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less, and/or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “"Property,” " as such term is used herein; (e) Notify the Company and Citigroup of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s 's preparation of the tax returns for the Trust Accountits returns; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup to do so; (h) Render to the Company and to CitigroupEBC, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and (i) Commence liquidation of the Trust Account only after and promptly after receipt of, of and only in accordance with, with the terms of a letter (“"Termination Letter”"), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto, signed on behalf of the Company by its President or Chairman of the Board and Secretary or Assistant Secretary or other authorized officer of and affirmed by counsel for the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein.; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 18-month anniversary of the closing ("Closing") of the IPO ("First Date"), or the 24-month anniversary of the effective date of the Registration Statement Closing (“"Last Date”)") in the event that a letter of intent, agreement in principle or definitive agreement for a Business Combination has been executed on or prior to the First Date but the Business Combination has not been consummated by the First Date, the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed the Company's Certificate of Incorporation to the stockholders of record on the record date established by the Company for such purpose. The Company shall set the record date to be within ten days of the Last Date. In all cases, the Trustee shall provide Citigroup with a copy of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same. The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstancesas soon thereafter as reasonably practicable and legally permissible.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (“"Trust Account”") established by the Trustee; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in United States “"government securities” " within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less, and/or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “"Property,” " as such term is used herein; (e) Notify the Company and Citigroup of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s 's preparation of the tax returns for the Trust Accountits returns; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup to do so; (h) Render to the Company and to CitigroupLazard, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and (i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“"Termination Letter”"), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto, signed on behalf of the Company by its President or Chairman of the Board and Secretary or Assistant Secretary or other authorized officer of and affirmed by counsel for the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 24-month anniversary of the effective date of the Registration Statement (“"Last Date”"), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders of record on the Last Date. In all cases, the Trustee shall provide Citigroup Lazard with a copy of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same. The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstances.

Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (“Trust Account”) established by the Trustee; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less, and/or or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Notify the Company and Citigroup of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of the tax returns for the Trust Account; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup to do so; (h) Render to the Company and to CitigroupLadenburg, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and (i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto, signed on behalf of the Company by its President or Chairman of the Board and Secretary or Assistant Secretary or other authorized officer of and affirmed by counsel for the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 18-month anniversary of the closing (“Closing”) of the IPO (“First Date”), or the 24-month anniversary of the effective date of the Registration Statement Closing (“Last Date”)) in the event that a letter of intent, agreement in principle or definitive agreement for a Business Combination has been executed on or prior to the First Date but the Business Combination has not been consummated by the First Date, the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders of record on the record date established by the Company for such purpose. The Company shall set the record date to be within ten days of the Last Date, or as soon thereafter as reasonably practicable and legally permissible. In all cases, the Trustee shall provide Citigroup Ladenburg with a copy of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same. The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstances.