Amendment to the Trust Agreement. Effective as of the execution hereof, Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows:
(i) Commence liquidation of the Trust Account only and promptly (x) after receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer, General Counsel 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, if any, not previously released to the Company to pay its tax obligations (and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses, if applicable), only as directed in the Termination Letter and the other documents referred to therein, or (y) on the Amended Termination Date (as such term is defined in the Company’s second amended and restated memorandum and articles of association), if a Termination Letter has not been received by the Trustee 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 and the Property in the Trust Account, if any, and not previously released to the Company pursuant to its tax obligation (and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses, if applicable), shall be distributed to the Public Shareholders of record as of such date; provided, further, that the Trustee has no obligation to monitor or question the Company’s position that an allocation has been made for taxes payable.
Amendment to the Trust Agreement. (a) Effective as of the execution hereof, the fourth recital of the Trust Agreement is hereby amended and restated in its entirety as follows:
Amendment to the Trust Agreement. Effective as of the Effective Date, Section 1(j) of the Trust Agreement is hereby amended and restated in its entirety to read as follows: “Upon receipt of a letter (an “Amendment Notification Letter”) in the form of Exhibit C, signed on behalf of the Company by an authorized officer, extends the date by which it will distribute to Public Stockholders who exercised their conversion rights in connection with an amendment to Article Sixth of 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 rights in connection with such Amendment.”
Amendment to the Trust Agreement. Section 4(a) of the Trust Agreement is hereby amended and restated in its entirety to read as follows:
Amendment to the Trust Agreement. The Trust Agreement is hereby amended by replacing Schedule I thereto in its entirety with Schedule I attached to this Amendment.
Amendment to the Trust Agreement. Effective as of the Effective Date, Section 1(j) of the Trust Agreement is hereby amended and restated in its entirety to read as follows: “Upon receipt of a letter (an “Amendment Notification Letter”) in the form of Exhibit C, signed on behalf of the Company by an authorized officer, extends the date by which it will distribute to Public Stockholders who exercised their conversion rights in connection with an amendment to Article Sixth of 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 rights in connection with such Amendment. If the initial business combination is consummated prior to the last day of the applicable 30-day period or there is a liquidation of the Trust Account, the amount to be distributed to redeeming shareholders shall be reduced by the daily amount of the Deposit Amount for the number of days between the date of consummation or liquidation, as applicable, and the end of the applicable 30 day period and the amount of such distribution will be distributed to the Sponsor.”
Amendment to the Trust Agreement. Subject to the terms and conditions set forth herein, the parties hereto agree as follows:
(i) As of the Amendment Effective Date, Landmark shall no longer be a Beneficiary to the Trust Agreement.
(ii) Section 3.4 of the Trust Agreement is hereby amended and restated to read in its entirety as follows:
Amendment to the Trust Agreement. The Trustee hereby confirms by its execution hereof the following amendment to the Trust Agreement:
Amendment to the Trust Agreement. The Company warrants that the Trust Agreement shall not be amended, modified or otherwise changed without the prior written consent of the Representative.]
Amendment to the Trust Agreement. Effective as of the Effective Date, clause (y) of Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety to read as follows:
(y) the later of (1) the Termination Date (as defined in the Charter) and (2) such later date as may be approved by the Company’s stockholders in accordance with the Charter if a Termination Letter has not been received by the Trustee 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 and the Property in the Trust Account, including interest not previously released to the Company to pay its tax obligations (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses) shall be distributed to the Public Stockholders of record as of such date; provided, however, that the Trustee has no obligation to monitor or question the Company’s position that an allocation has been made for taxes payable;”
