Common use of Amendment to Trust Agreement Clause in Contracts

Amendment to Trust Agreement. Section 1(i) of the Original Agreement is hereby amended and restated in its entirety as follows: (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 (“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 the Chief Executive Officer, Chief Financial Officer, Secretary or Chairman of the board of directors of the Company (the “Board”) or other authorized officer of the Company, and, in the case of Exhibit A, acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest not previously released to the Company to pay its tax obligations (net of taxes payable and expenses related to the administration of the trust account and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the date which is, the later of (1) 24 months after the closing of the Offering 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;”

Amendment to Trust Agreement. Section 1(i) of the Original Agreement Agreement, as amended by the First Amendment, is hereby amended and restated in its entirety as follows: (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 (“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 the its Chief Executive Officer, President, Chief Financial Officer, Secretary Officer or Chairman of the board of directors of the Company (the “Board”) or other authorized officer of the Company, and, Company (and in the case of Exhibit A, acknowledged and agreed to jointly signed by the Representative), and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including any amounts representing interest not earned on the Trust Account, less interest previously released to, or reserved for use by, the Company in an amount up to $100,000 to pay dissolution expenses (as applicable) and less any other interest released to, or reserved for use by, the Company to pay its tax obligations (net of franchise and income taxes payable and expenses related to the administration of the trust account and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses), as provided in this Agreement only as directed in the Termination Letter and the other documents referred to therein, or (y) upon December 20, 2024 (the date which is“Termination Date”), the later of or (1) 24 months after the closing of the Offering and (2z) such later earlier date as may be approved determined by the Company’s stockholders Board in accordance with the Charter if a Termination Letter has not been received by the Trustee prior to such dateits sole discretion, 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 any amounts representing interest not earned on the Trust Account, less interest previously released to, or reserved for use by, the Company in an amount up to $100,000 to pay dissolution expenses (as applicable) and less any other interest released to, or reserved for use by, 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) franchise and income taxes, shall be distributed to the Public Stockholders of record as of such date; provided. The Trustee agrees to serve as the paying agent of record (“Paying Agent”) with respect to any distribution of Property that is to be made to the Public Stockholders and, howeverin its separate capacity as Paying Agent, that the Trustee has no obligation agrees to monitor or question distribute such Property directly to the Company’s position that an allocation has been made for taxes payablePublic Stockholders in accordance with the terms of this Agreement and the Company’s Certificate of Incorporation in effect at the time of such distribution;”

Amendment to Trust Agreement. Section 1(i) of the Original Agreement is hereby amended and restated in its entirety as follows: (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 (“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 the its Chief Executive Officer, Chief Financial Officer, Corporate Secretary or Chairman of the board of directors of the Company (the “Board”) or other authorized officer of the Company, and, in the case of Exhibit A, acknowledged and agreed to by the Representative, 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 and not previously released to the Company to pay its tax obligations (net of taxes payable and as well as expenses related relating to the administration of the trust account and Trust Account (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, ; or (y) upon the date which is, is the later of (1) 24 33 months after from the closing of the Offering and (2) such later date as may be approved by the Company’s stockholders in accordance with the Charter Company’s amended and restated certificate of incorporation (as may be amended from time to time, 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 pursuant to pay its tax obligations taxes as well as expenses relating to the administration of the Trust Account (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;”

Amendment to Trust Agreement. Section 1(i) of the Original Agreement is hereby amended and restated in its entirety as follows: (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 (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, B signed on behalf of the Company by the its Chief Executive Officer, Chief Financial Officer, Secretary or Chairman of the board of directors of the Company (the “Board”) Officer or other authorized officer of the Company, and, in the case of Exhibit A, acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest not previously released to the Company to pay its tax obligations (which interest shall be net of any taxes payable and expenses related to the administration of the trust account and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses, it being understood that the Trustee has no obligation to monitor or question the Company’s position that an allocation has been made for taxes payable), only as directed in the Termination Letter and the other documents referred to therein; provided that, in the case a Termination Letter in the form of Exhibit A is received, or (y) upon the date which isOctober 30, the later of (1) 24 months after the closing of the Offering and (2) such later date as may be approved by the Company’s stockholders in accordance with the Charter 2023, 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 (which interest shall be net of any taxes payable and 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 Shareholders of record as of such date; 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 obligation to monitor or question such Termination Letter by October 30, 2023, the Company’s position that an allocation Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been made for taxes payabledistributed to the Public Shareholders;”.

Amendment to Trust Agreement. Section 1(i) of the Original Agreement is hereby amended and restated in its entirety to read as follows: (i) Commence liquidation of the Trust Account only after and promptly after following (x) 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 the its Chief Executive Officer, Chief Financial Officer, Secretary or Chairman of the board of directors of the Company (the “Board”) Officer or other authorized officer of the Company, and, Company and in the case of Exhibit A, acknowledged and agreed to by the Representative, 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 and not previously released to the Company to pay its tax obligations income taxes, if any (net of taxes payable and expenses related to the administration of the trust account and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the date which is, is the later of (1) 24 months February 18, 2024 (or such earlier date after August 18, 2023 as determined by the closing Company’s board of the Offering directors) and (2) such later date as may be approved by the Company’s stockholders shareholders in accordance with the Charter Company’s 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, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations income taxes, if any (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 Shareholders of record as of such date; provided, however, . It is acknowledged and agreed that there should be no reduction in the Trustee has no obligation to monitor or question principal amount per share initially deposited in the Company’s position that an allocation has been made for taxes payableTrust Account;”.

Amendment to Trust Agreement. Section 1(i) of the Original Agreement is hereby amended and restated in its entirety as follows: (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 (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, B signed on behalf of the Company by the its Chief Executive Officer, President, Chief Financial Officer, Chief Operating Officer, General Counsel, Secretary or Chairman of the board of directors of the Company (the “Board”) of the Company or other authorized officer of the Company, and, in the case of Exhibit A, acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest not previously released to the Company to pay its tax obligations (which interest shall be net of any taxes payable and expenses related to the administration of the trust account and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses, it being understood that the Trustee has no obligation to monitor or question the Company’s position that an allocation has been made for taxes payable), only as directed in the Termination Letter and the other documents referred to therein; provided, that, in the case a Termination Letter in the form of Exhibit A is received, or (y) upon the date which isDecember 18, the later of (1) 24 months after the closing of the Offering and (2) such later date as may be approved by the Company’s stockholders in accordance with the Charter 2019, 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 (which interest shall be net of any taxes payable and 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 Shareholders of record as of such date; 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 obligation to monitor or question such Termination Letter by December 18, 2019, the Company’s position that an allocation Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been made for taxes payabledistributed to the Public Shareholders;”.

Amendment to Trust Agreement. Section 1(i) of the Original Agreement is hereby amended and restated in its entirety as follows: (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 (“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 the its Chief Executive Officer, Chief Financial Officer, Secretary or Chairman Chair of the board Board of directors Directors of the Company (the “Board”) or other authorized officer of the Company, and, in the case of Exhibit A, acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest not previously released to earned on the Company to pay its tax obligations invested funds held in the Trust Account (net of taxes payable and expenses related to the administration of the trust account and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon a one-month extension period, which the date which isCompany may extend, the later of (1) 24 months after the closing by resolution of the Offering Board and (2) such later date as may be approved by without approval of the Company’s stockholders stockholders, up to twelve times, each by one additional month (for a total of up to twelve additional months), provided that, for each such extension month, the Company must deposit into the Trust Account an amount equal to the lesser of (A) $75,000 or (B) $0.07 for each public share that is not redeemed in accordance with Section 9.2(b) of the Charter Company’s second amended and restated certificate of incorporation, as it may be amended from time to time, 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 earned on the Company to pay its tax obligations investment funds held in the Trust Account (net of taxable payable and 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, . It is acknowledged and agreed that there should be no reduction in the Trustee has no obligation to monitor or question principal amount per share initially deposited in the Company’s position that an allocation has been made for taxes payableTrust Account;”

Amendment to Trust Agreement. Section 1(i) of the Original Agreement is hereby amended and restated in its entirety as follows: (i) Commence liquidation of the Trust Account only after and promptly after following (x) 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 the its Chief Executive Officer, Chief Financial Officer, President, Executive Vice President, Vice President, Secretary or Chairman of the board of directors of the Company (the “Board”) or other authorized officer of the Company, and, in the case of Exhibit A, acknowledged and agreed to by the Representative, 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 and not previously released to the Company to pay its tax obligations taxes, if any (net of taxes payable and expenses related to the administration of the trust account and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the date which is, is the later of (1) 24 months May 30, 2023 (or such earlier date after November 30, 2022 as determined by the closing of the Offering Board) and (2) such later date as may be approved by the Company’s stockholders shareholders in accordance with the Charter Company’s amended and restated certificate of incorporation, 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 earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations income taxes, if any (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, . It is acknowledged and agreed that there should be no reduction in the Trustee has no obligation to monitor or question principal amount per share initially deposited in the Company’s position that an allocation has been made for taxes payableTrust Account;”.

Amendment to Trust Agreement. Section 1(i) of the Original Agreement is hereby amended and restated in its entirety as follows: (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 (“"Termination Letter”") in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, B signed on behalf of the Company by the its Chief Executive Officer, President, Chief Financial Officer, Chief Operating Officer, General Counsel, Secretary or Chairman of the board of directors (the "Board") of the Company (the “Board”) or other authorized officer of the Company, and, in the case of Exhibit A, acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest not previously released to the Company to pay its tax obligations (which interest shall be net of any taxes payable and expenses related to the administration of the trust account and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses, it being understood that the Trustee has no obligation to monitor or question the Company's position that an allocation has been made for taxes payable), only as directed in the Termination Letter and the other documents referred to therein; provided that, in the case a Termination Letter in the form of Exhibit A is received, or (y) upon the date which isNovember 20, the later of (1) 24 months after the closing of the Offering and (2) such later date as may be approved by the Company’s stockholders in accordance with the Charter 2022, 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 (which interest shall be net of any taxes payable and 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 Shareholders of record as of such date; 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 obligation to monitor or question such Termination Letter by November 20, 2022, the Company’s position that an allocation Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been made for taxes payabledistributed to the Public Shareholders;”".

Amendment to Trust Agreement. Section 1(i) of the Original Agreement is hereby amended and restated in its entirety as follows: (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 (“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 the its Chief Executive Officer, Chief Financial Officer, Secretary or Chairman Chair of the board Board of directors Directors of the Company (the “Board”) or other authorized officer of the Company, and, in the case of Exhibit A, acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest not previously released to earned on the Company to pay its tax obligations invested funds held in the Trust Account (net of taxes payable and expenses related to the administration of the trust account and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon a one-month extension period, which the date which isCompany may extend, the later of (1) 24 months after the closing by resolution of the Offering Board and (2) such later date as may be approved by without approval of the Company’s stockholders stockholders, up to six times, each by one additional month (for a total of up to six additional months), provided that, for each such extension month, the Company must deposit into the Trust Account an amount equal to the lesser of (A) $25,000 or (B) $0.05 for each public share that is not redeemed in accordance with Section 9.2(b) of the Charter Company’s second amended and restated certificate of incorporation, as it may be amended from time to time, 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 earned on the Company to pay its tax obligations investment funds held in the Trust Account (net of taxable payable and 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, . It is acknowledged and agreed that there should be no reduction in the Trustee has no obligation to monitor or question principal amount per share initially deposited in the Company’s position that an allocation has been made for taxes payableTrust Account;”

Amendment to Trust Agreement. Section 1(i) of the Original Agreement is hereby amended and restated in its entirety as follows: (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 (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, B signed on behalf of the Company by the its Chief Executive Officer, Chief Financial Officer, Secretary or Chairman of the board of directors of the Company (the “Board”) Officer or other authorized officer of the Company, and, in the case of Exhibit A, acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest not previously released to the Company to pay its tax obligations (which interest shall be net of any taxes payable and expenses related to the administration of the trust account and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses, it being understood that the Trustee has no obligation to monitor or question the Company’s position that an allocation has been made for taxes payable), only as directed in the Termination Letter and the other documents referred to therein; provided that, in the case a Termination Letter in the form of Exhibit A is received, or (y) upon March 12, 2024 or such earlier date as is determined by our Board to be in the date which is, the later of (1) 24 months after the closing best interests of the Offering 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 (which interest shall be net of any taxes payable and 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 Shareholders of record as of such date; 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 obligation such Termination Letter by March 12, 2024 or such earlier date as is determined by our Board to monitor or question be in the best interests of the Company’s position that an allocation , the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been made for taxes payabledistributed to the Public Shareholders;”.

Amendment to Trust Agreement. Section 1(i) of the Original Agreement is hereby amended and restated in its entirety as follows: (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 (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, B signed on behalf of the Company by the Chief Executive Officer, Officer or Chief Financial Officer, Secretary Officer of the Company or by the Executive Chairman of the board Board of directors Directors of the Company (the “Board”) or other authorized officer of the Company, and, in the case of a Termination Letter in a form substantially similar to the attached hereto as Exhibit A, acknowledged and agreed to by the RepresentativeRepresentatives, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest not previously released to the Company to pay its tax obligations (net of taxes payable and expenses related to the administration of the trust account and less up to $100,000 50,000 of interest that may be released to the Company to pay dissolution expensesexpenses in the case of a Termination Letter in the form of Exhibit B hereto and which interest shall be net of any taxes payable), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the date which is, is the later of (1i) 24 19 months after the closing of the Offering IPO, provided that the Company may, but is not obligated to, extend the period of time to consummate its initial Business Combination five (5) times by an additional one month each time (for a total of up to 24 months to complete its initial Business Combination); further provided that upon each one-month extension of the period of time to consummate an initial Business Combination, the Sponsor (or its designees) must deposit into the Trust Account funds equal to the lesser of (A) $135,000, or (B) $0.045 per share multiplied by the number of outstanding public ordinary shares that have not been redeemed in accordance with Section 37.2 of the Company’s Articles (as defined below), in exchange for a non-interest bearing, unsecured promissory note, and (2ii) such later date as may be approved by the Company’s stockholders in accordance with the Charter Company’s Amended and Restated Articles of Association, as amended (the “Articles”) 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 earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations taxes (less up to $100,000 50,000 of interest that may be released to the Company to pay dissolution expenses) ), shall be distributed to the Public Stockholders Shareholders 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;”

Amendment to Trust Agreement. Section 1(i) of the Original Agreement is hereby amended and restated in its entirety as follows: (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 (“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 the its Chief Executive Officer, President, Chief Financial Officer, Secretary Chief Operating Officer, General Counsel, Secretary, Executive Chairman or Executive Vice Chairman of the board of directors of the Company (the “Board”) or other authorized officer of the Company, and, in the case of Exhibit A, acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest not previously released to the Company to pay its tax obligations (net of taxes payable and expenses related to the administration of the trust account and less up to $100,000 of interest that may be released to the Company to pay dissolution expensesexpenses and which interest shall be net of any taxes payable, it being understood that the Trustee has no obligation to monitor or question the Company’s position that an allocation has been made for taxes payable), only as directed in the Termination Letter and the other documents referred to therein, ; or (y) upon the date which is, the later of is thirty (130) 24 months after the closing of the Offering and (2) Offering, or such later date as may be approved by the Company’s stockholders shareholders in accordance with the Charter Company’s amended and restated memorandum and articles of association, as it may be amended from time to time, or such earlier date as is determined by our Board to be in the best interests of the Company, 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) expenses and which interest shall be net of any taxes payable), shall be distributed to the Public Stockholders Shareholders of record as of such date; provided. Section 1 (k) of the Original Agreement is hereby amended and restated in its entirety as follows: (k) Upon written request from the Company, howeverwhich may be given from time to time in a form substantially similar to that attached hereto as Exhibit D (a “Shareholder Redemption Withdrawal Instruction”), that the Trustee has no obligation shall distribute on behalf of the Company to monitor or question the Public Shareholders of record as of such date 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 position amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses (a “Business Combination”) or to redeem 100% of the Company’s public shares if it does not complete its initial Business Combination within thirty (30) months from the closing of the Offering or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity. The written request of the Company referenced above shall constitute presumptive evidence that an allocation has been made for taxes payable;”the Company is entitled to distribute said funds, and the Trustee shall have no responsibility to look beyond said request; and

Amendment to Trust Agreement. Section 1(i) of the Original Agreement is hereby amended and restated in its entirety as follows: (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 (“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 the its Chief Executive Officer, Chief Financial Officer, Secretary or Chairman Chair of the board Board of directors Directors of the Company (the “Board”) or other authorized officer of the Company, and, in the case of Exhibit A, acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest not previously released to earned on the Company to pay its tax obligations invested funds held in the Trust Account (net of taxes payable and expenses related to the administration of the trust account and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the date which is, the later of (1) 24 20 months after the closing of the Offering Offering, provided that the Company must deposit into the Trust Account an amount equal to the lesser of (A) $675,000 or (B) $0.225 for each public share that is not redeemed in accordance with Section 9.2(b) of the Company’s second amended and restated certificate of incorporation, as it may be amended from time to time, or (2) such later date as a one-month extension period, which the Company may be approved extend, by resolution of the Board and without approval of the Company’s stockholders public stockholders, up to five times, each by one additional month (for a total of up to five additional months), provided that, for each such extension month, the Company must deposit into the Trust Account an amount equal to the lesser of (A) $135,000 or (B) $0.045 for each public share that is not redeemed in accordance with Section 9.2(b) of the Charter Company’s second amended and restated certificate of incorporation, as it may be amended from time to time, 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 earned on the Company to pay its tax obligations investment funds held in the Trust Account (net of taxable payable and 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, . It is acknowledged and agreed that there should be no reduction in the Trustee has no obligation to monitor or question principal amount per share initially deposited in the Company’s position that an allocation has been made for taxes payableTrust Account;”

Amendment to Trust Agreement. Section 1(i) of the Original Amended Agreement is hereby amended and restated in its entirety as follows: (i) Commence liquidation of the Trust Account only after and promptly after following (x) 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 the its Chief Executive Officer, Chief Financial Officer, President, Executive Vice President, Vice President, Secretary or Chairman of the board of directors of the Company (the “Board”) or other authorized officer of the Company, and, in the case of Exhibit A, acknowledged and agreed to by the Representative, 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 and not previously released to the Company to pay its tax obligations taxes, if any (net of taxes payable and expenses related to the administration of the trust account and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the date which is, is the later of (1) 24 months August 30, 2023 (or such earlier date after May 30, 2023 as determined by the closing of the Offering Board) and (2) such later date as may be approved by the Company’s stockholders shareholders in accordance with the Charter Company’s amended and restated certificate of incorporation, 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 earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations income taxes, if any (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, . It is acknowledged and agreed that there should be no reduction in the Trustee has no obligation to monitor or question principal amount per share initially deposited in the Company’s position that an allocation has been made for taxes payableTrust Account;”.

Amendment to Trust Agreement. Section 1(i1 (i) of the Original Agreement is hereby amended and restated in its entirety as follows: (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 (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, B signed on behalf of the Company by the its Chief Executive Officer, Chief Financial Officer, Secretary or Chairman of the board of directors of the Company (the “Board”) Officer or other authorized officer of the Company, and, in the case of Exhibit A, acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest not previously released to the Company to pay its tax obligations (which interest shall be net of any taxes payable and expenses related to the administration of the trust account and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses, it being understood that the Trustee has no obligation to monitor or question the Company’s position that an allocation has been made for taxes payable), only as directed in the Termination Letter and the other documents referred to therein; provided that, in the case a Termination Letter in the form of Exhibit A is received, or (y) upon July 15, 2023 or such earlier date as is determined by our Board to be in the date which is, the later of (1) 24 months after the closing best interests of the Offering 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 (which interest shall be net of any taxes payable and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses) expenses ), shall be distributed to the Public Stockholders Shareholders of record as of such date; 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 obligation such Termination Letter by July 15, 2023 or such earlier date as is determined by our Board to monitor or question be in the best interests of the Company’s position that an allocation , the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been made for taxes payabledistributed to the Public Shareholders;”.

Amendment to Trust Agreement. Section 1(i) of the Original Agreement is hereby amended and restated in its entirety as follows: (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 (“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 the its Chief Executive Officer, Chief Financial Officer, Secretary or Chairman of the board of directors of the Company (the “Board”) Officer or other authorized officer of the Company, and, in the case of Exhibit A, acknowledged and agreed to by the Representative, 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 and not previously released to the Company to pay its tax obligations income taxes (net of taxes payable and expenses related to the administration of the trust account and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the date which is, is the later of (1) 24 months after the closing of the Offering June 30, 2023 and (2) such later date as may be approved by the Company’s stockholders in accordance with the Charter Company’s amended and restated certificate of incorporation, 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 earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations income taxes (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, . It is acknowledged and agreed that there should be no reduction in the Trustee has no obligation to monitor or question principal amount per share initially deposited in the Company’s position that an allocation has been made for taxes payableTrust Account;”.

Amendment to Trust Agreement. Section 1(i) of the Original Agreement is hereby amended and restated in its entirety as follows: (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 (“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 the its Chief Executive Officer, President, Chief Financial Officer, Secretary or Chairman of the board Board of directors Directors of the Company (the “Board”) or other authorized officer of the Company, and, in the case of Exhibit A, acknowledged and agreed to by the Representative, 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 and not previously released to the Company to pay its tax obligations (net of taxes payable and expenses related to the administration of the trust account and Trust Account (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the date which is, is the later of (1) 24 months after the closing of the Offering July 27, 2023 and (2) such later date as may be approved by the Company’s stockholders in accordance with the Charter Company’s amended and restated certificate of incorporation, 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 earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations taxes and expenses related to the administration of the Trust Account (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; providedPROVIDED, howeverHOWEVER, 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 obligation to monitor or question such Termination Letter by the Company’s position that an allocation date specified in clause (y) of this SECTION 1(I), the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been made for taxes payable;distributed to the Public Stockholders.”

Amendment to Trust Agreement. Section 1(i) of the Original Agreement is hereby amended and restated in its entirety as follows: (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 (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed by the Underwriter and on behalf of the Company by the its Chief Executive Officer, Chief Financial Officer, President, Executive Vice President, Vice President, Secretary or Chairman of the board of directors of the Company (the “Board”) or other authorized officer of the Company, and, in the case of Exhibit A, acknowledged and agreed to by the Representative, 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 and not previously released to the Company to pay its tax obligations franchise and income taxes (net of taxes payable and expenses related to the administration of the trust account and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the date which is, is the later of (1) 24 months December 28, 2023 (or such earlier date after May 28, 2023 as determined by the closing Company’s board of the Offering directors) and (2) such later date as may be approved by the Company’s stockholders in accordance with the Charter Company’s amended and restated certificate of incorporation 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 earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations franchise and income taxes (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, . It is acknowledged and agreed that there should be no reduction in the Trustee has no obligation to monitor or question principal amount per share initially deposited in the Company’s position that an allocation has been made for taxes payable;Trust Account.”

Amendment to Trust Agreement. Section 1(i) of the Original Agreement is hereby amended and restated in its entirety to read as follows: (i) Commence liquidation of the Trust Account only after and promptly after following (x) 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 the its Chief Executive Officer, Chief Financial Officer, Secretary or Chairman of the board of directors of the Company (the “Board”) Officer or other authorized officer of the Company, and, Company and in the case of Exhibit A, acknowledged and agreed to by the Representative, 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 and not previously released to the Company to pay its tax obligations income taxes, if any (net of taxes payable and expenses related to the administration of the trust account and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the date which is, is the later of (1) 24 months December 2, 2023 (or such earlier date after December 2, 2022 as determined by the closing Company’s board of the Offering directors) and (2) such later date as may be approved by the Company’s stockholders shareholders in accordance with the Charter Company’s 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, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations income taxes, if any (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, . It is acknowledged and agreed that there should be no reduction in the Trustee has no obligation to monitor or question principal amount per share initially deposited in the Company’s position that an allocation has been made for taxes payableTrust Account;”.

Amendment to Trust Agreement. Section 1(i) of the Original Agreement is hereby amended and restated in its entirety as follows: (i) Commence liquidation of the Trust Account only after and promptly after following (x) 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 the its Chief Executive Officer, Chief Financial Officer, Secretary or Chairman of the board of directors of the Company (the “Board”) Officer or other authorized officer of the Company, and, Company and in the case of Exhibit A, acknowledged and agreed to by the Representative, 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 and not previously released to the Company to pay its tax obligations income taxes, if any (net of taxes payable and expenses related to the administration of the trust account and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the date which is, is the later of (1) 24 months August 18, 2024 (or such earlier date after February 18, 2024 as determined by the closing Company’s board of the Offering directors) and (2) such later date as may be approved by the Company’s stockholders shareholders in accordance with the Charter Company’s third 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, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations income taxes, if any (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 Shareholders of record as of such date; provided, however, . It is acknowledged and agreed that there should be no reduction in the Trustee has no obligation to monitor or question principal amount per share initially deposited in the Company’s position that an allocation has been made for taxes payableTrust Account;”.

Amendment to Trust Agreement. Section 1(i) of the Original Trust Agreement is hereby amended and restated in its entirety as follows: (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 (“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 the its Chief Executive Officer, Chief Financial OfficerPresident, Secretary or Chairman of the board of directors of the Company (the “Board”) or other authorized officer of the Company, and, in the case of Exhibit A, acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest not previously released to the Company to pay its tax obligations (net of taxes payable and expenses related to the administration of the trust account and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses)taxes, only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the date which is, is the later of (1i) 24 months after the closing of the Offering September 22, 2022 and (2ii) such later date as may be approved by the Company’s stockholders in accordance with the Charter Company’s amended and restated certificate of incorporation, 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 taxes (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, . It is acknowledged and agreed that there should be no reduction in the Trustee has no obligation to monitor or question principal amount per share initially deposited in the Company’s position that an allocation has been made for taxes payableTrust Account;”

Amendment to Trust Agreement. Section 1(i) of the Original Trust Agreement is hereby amended and restated in its entirety as follows: (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 (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, B signed on behalf of the Company by the its Executive Chairman, Chief Executive Officer, President, Chief Financial Officer, Secretary or Chairman (or, if applicable, any Co-Chairman) of the board of directors of the Company (the “Board”) or other authorized officer of the Company, and, in the case of Exhibit A, acknowledged and agreed to by the Representative, 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 and not previously released to the Company to pay its tax obligations taxes (net of taxes payable and expenses related to the administration of the trust account and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the date which isDecember 16, the later of (1) 24 months after the closing of the Offering and (2) such later date as may be approved by the Company’s stockholders in accordance with the Charter 2022, 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 earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations taxes (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 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 obligation to monitor or question such Termination Letter by December 16, 2022, the Company’s position that an allocation Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been made for taxes payabledistributed to the Public Stockholders;”

Amendment to Trust Agreement. Section 1(i) of the Original Agreement is hereby amended and restated in its entirety as follows: (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 (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, B signed on behalf of the Company by the its Chief Executive Officer, Chief Financial Officer, Secretary or Chairman of the board of directors of the Company (the “Board”) Officer or other authorized officer of the Company, and, in the case of Exhibit A, acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest not previously released to the Company to pay its tax obligations (which interest shall be net of any taxes payable and expenses related to the administration of the trust account and less up to $100,000 of interest that may be released to the Company to pay liquidation and dissolution expenses, it being understood that the Trustee has no obligation to monitor or question the Company’s position that an allocation has been made for taxes payable), only as directed in the Termination Letter and the other documents referred to therein; provided that, in the case a Termination Letter in the form of Exhibit A is received, or (y) upon the date which is, is the later of (1) 24 36 months after the closing of the Offering Offering, or such earlier date as determined by the Company’s board of directors and (2) such later date time as may be approved by the Company’s stockholders shareholders in accordance with the Charter Company’s 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, including interest not previously released to the Company to pay its tax obligations (which interest shall be net of any taxes payable and 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 Shareholders of record as of such date; provided, however, . It is acknowledged and agreed that there should be no reduction in the Trustee has no obligation to monitor or question principal amount per share initially deposited in the Company’s position that an allocation has been made for taxes payableTrust Account;”.

Amendment to Trust Agreement. Section 1(i) of the Original Trust Agreement is hereby amended and restated in its entirety as follows: (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 (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, B signed on behalf of the Company by the its Executive Chairman, Chief Executive Officer, President, Chief Financial Officer, Secretary or Chairman (or, if applicable, any Co-Chairman) of the board of directors of the Company (the “Board”) or other authorized officer of the Company, and, in the case of Exhibit A, acknowledged and agreed to by the Representative, 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 and not previously released to the Company to pay its tax obligations taxes (net of taxes payable and expenses related to the administration of the trust account and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the date which isJune 15, the later of (1) 24 months after the closing of the Offering and (2) such later date as may be approved by the Company’s stockholders in accordance with the Charter 2023, 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 earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations taxes (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 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 obligation to monitor or question such Termination Letter by June 15, 2023, the Company’s position that an allocation Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been made for taxes payabledistributed to the Public Stockholders;”

Amendment to Trust Agreement. Section 1(i) of the Original Agreement is hereby amended and restated in its entirety as follows: (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 (“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 the its Chief Executive Officer, President, Chief Financial Officer, Secretary Officer or Chairman of the board of directors of the Company (the “Board”) or other authorized officer of the Company, and, Company (and in the case of Exhibit A, acknowledged and agreed to jointly signed by the Representative), and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including any amounts representing interest not earned on the Trust Account, less interest previously released to, or reserved for use by, the Company in an amount up to $100,000 to pay dissolution expenses (as applicable) and less any other interest released to, or reserved for use by, the Company to pay its tax obligations (net of franchise and income taxes payable and expenses related to the administration of the trust account and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses), as provided in this Agreement only as directed in the Termination Letter and the other documents referred to therein, or (y) upon January 19, 2024 (the date which is“Termination Date”), the later of or (1) 24 months after the closing of the Offering and (2z) such later earlier date as may be approved determined by the Company’s stockholders Board in accordance with the Charter if a Termination Letter has not been received by the Trustee prior to such dateits sole discretion, 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 any amounts representing interest not earned on the Trust Account, less interest previously released to, or reserved for use by, the Company in an amount up to $100,000 to pay dissolution expenses (as applicable) and less any other interest released to, or reserved for use by, 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) franchise and income taxes, shall be distributed to the Public Stockholders of record as of such date; provided. The Trustee agrees to serve as the paying agent of record (“Paying Agent”) with respect to any distribution of Property that is to be made to the Public Stockholders and, howeverin its separate capacity as Paying Agent, that the Trustee has no obligation agrees to monitor or question distribute such Property directly to the Company’s position that an allocation has been made for taxes payable;Public Stockholders in accordance with the terms of this Agreement and the Company’s Certificate of Incorporation in effect at the time of such distribution; ”

Amendment to Trust Agreement. Section 1(i) of the Original Trust Agreement is hereby amended and restated in its entirety as follows: (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 (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, B signed on behalf of the Company by the its Executive Chairman, Chief Executive Officer, President, Chief Financial Officer, Secretary or Chairman (or, if applicable, any Co-Chairman) of the board of directors of the Company (the “Board”) or other authorized officer of the Company, and, in the case of Exhibit A, acknowledged and agreed to by the Representative, 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 and not previously released to the Company to pay its tax obligations taxes (net of taxes payable and expenses related to the administration of the trust account and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the date which isJune 30, the later of (1) 24 months after the closing of the Offering and (2) such later date as may be approved by the Company’s stockholders in accordance with the Charter 2021, 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 earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations taxes (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 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 obligation to monitor or question such Termination Letter by June 30, 2021, the Company’s position that an allocation Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been made for taxes payabledistributed to the Public Stockholders;”.

Amendment to Trust Agreement. Section 1(i) of the Original Agreement is hereby amended and restated in its entirety as follows: (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 (“"Termination Letter”") in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, B signed on behalf of the Company by the its Chief Executive Officer, President, Chief Financial Officer, Chief Operating Officer, General Counsel, Secretary or Chairman of the board of directors (the "Board") of the Company (the “Board”) or other authorized officer of the Company, and, in the case of Exhibit A, acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest not previously released to the Company to pay its tax obligations (which interest shall be net of any taxes payable and expenses related to the administration of the trust account and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses, it being understood that the Trustee has no obligation to monitor or question the Company's position that an allocation has been made for taxes payable), only as directed in the Termination Letter and the other documents referred to therein; provided that, in the case a Termination Letter in the form of Exhibit A is received, or (y) upon the date which isMarch 31, the later of (1) 24 months after the closing of the Offering and (2) such later date as may be approved by the Company’s stockholders in accordance with the Charter 2023, 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 (which interest shall be net of any taxes payable and 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 Shareholders of record as of such date; 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 obligation to monitor or question such Termination Letter by March 31, 2023, the Company’s position that an allocation Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been made for taxes payabledistributed to the Public Shareholders;”".

Amendment to Trust Agreement. Section 1(i) of the Original Agreement is hereby amended and restated in its entirety to read as follows: (i) Commence liquidation of the Trust Account only after and promptly after following (x) 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 the its Chief Executive Officer, Chief Financial Officer, Secretary or Chairman of the board of directors of the Company (the “Board”) Officer or other authorized officer of the Company, and, Company and in the case of Exhibit A, acknowledged and agreed to by the Representative, 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 and not previously released to the Company to pay its tax obligations income taxes, if any (net of taxes payable and expenses related to the administration of the trust account and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the date which is, is the later of (1) 24 months August 18, 2023 (or such earlier date after November 18, 2022 as determined by the closing Company’s board of the Offering directors) and (2) such later date as may be approved by the Company’s stockholders shareholders in accordance with the Charter Company’s 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, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations income taxes, if any (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 Shareholders of record as of such date; provided, however, . It is acknowledged and agreed that there should be no reduction in the Trustee has no obligation to monitor or question principal amount per share initially deposited in the Company’s position that an allocation has been made for taxes payableTrust Account;”.

Amendment to Trust Agreement. Section 1(i) of the Original Agreement is hereby amended and restated in its entirety as follows: (i) Commence liquidation of the Trust Account only after and promptly after following (x) 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 the its Chief Executive Officer, Chief Financial Officer, Secretary or Chairman of the board of directors of the Company (the “Board”) Officer or other authorized officer of the Company, and, Company and in the case of Exhibit A, acknowledged and agreed to by the Representative, 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 and not previously released to the Company to pay its tax obligations income taxes, if any (net of taxes payable and expenses related to the administration of the trust account and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the date which is, is the later of (1) 24 months December 2, 2024 (or such earlier date after December 2, 2023, as determined by the closing Company’s board of the Offering directors) and (2) such later date as may be approved by the Company’s stockholders shareholders in accordance with the Charter Company’s 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, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations income taxes, if any (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, . It is acknowledged and agreed that there should be no reduction in the Trustee has no obligation to monitor or question principal amount per share initially deposited in the Company’s position that an allocation has been made for taxes payableTrust Account;”.

Amendment to Trust Agreement. Section 1(i) of the Original Agreement Agreement, as amended, is hereby amended and restated in its entirety as follows: (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 (“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 the its Chief Executive Officer, Chief Financial Officer, Secretary or Chairman Chair of the board Board of directors Directors of the Company (the “Board”) or other authorized officer of the Company, and, in the case of Exhibit A, acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest not previously released to earned on the Company to pay its tax obligations invested funds held in the Trust Account (net of taxes payable and expenses related to the administration of the trust account and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon a one-month extension period, which the date which isCompany may extend, the later of (1) 24 months after the closing by resolution of the Offering Board and (2) such later date as may be approved by without approval of the Company’s stockholders stockholders, up to six times, each by one additional month (for a total of up to six additional months), provided that, for each such extension month, the Company must deposit into the Trust Account an amount equal to the lesser of (A) $25,000 or (B) $0.05 for each public share that is not redeemed in accordance with Section 9.2(b) of the Charter Company’s second amended and restated certificate of incorporation, as it may be amended from time to time, 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 earned on the Company to pay its tax obligations investment funds held in the Trust Account (net of taxable payable and 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, . It is acknowledged and agreed that there should be no reduction in the Trustee has no obligation to monitor or question principal amount per share initially deposited in the Company’s position that an allocation has been made for taxes payableTrust Account;”

Amendment to Trust Agreement. Section 1(i) of the Original Agreement is hereby amended and restated in its entirety as follows: (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 (“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 the its Chief Executive Officer, Chief Financial Officer, Secretary or Chairman of the board Board of directors Directors of the Company (the “Board”) or other authorized officer of the Company, and, in the case of Exhibit A, acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest not previously released to the Company to pay its tax obligations (which interest shall be net of any taxes payable and expenses related to the administration of the trust account and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses, if applicable, it being understood that the Trustee has no obligation to monitor or question the Company’s position that an allocation has been made for taxes payable), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon (i) August 17, 2024 or such earlier date as is determined by our Board to be in the date which is, the later of (1) 24 months after the closing best interests of the Offering and Company or (2ii) such later date as may be approved by the Company’s stockholders shareholders in accordance with the Charter Company’s Amended and Restate Memorandum and Articles of Association, as amended, 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 (which interest shall be net of any taxes payable and 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, it being understood that the Trustee has no obligation to monitor or question the Company’s position that an allocation has been made for taxes payable), shall be distributed to the Public Shareholders of record as of such date; 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 August 17, 2024 or such earlier date as is determined by our Board to be in the best interests of the Company, the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been distributed to the Public Shareholders;”.

Amendment to Trust Agreement. Section 1(i) of the Original Agreement is hereby amended and restated in its entirety as follows: (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 (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, B signed on behalf of the Company by the Chief Executive Officer, Officer or Chief Financial Officer, Secretary Officer of the Company or by the Executive Chairman of the board Board of directors Directors of the Company (the “Board”) or other authorized officer of the Company, and, in the case of a Termination Letter in a form substantially similar to the attached hereto as Exhibit A, acknowledged and agreed to by the RepresentativeRepresentatives, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest not previously released to the Company to pay its tax obligations (net of taxes payable and expenses related to the administration of the trust account and less up to $100,000 50,000 of interest that may be released to the Company to pay dissolution expensesexpenses in the case of a Termination Letter in the form of Exhibit B hereto and which interest shall be net of any taxes payable), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the date which is, is the later of (1i) 24 12 months after the closing of the Offering IPO, provided that the Company may, but is not obligated to, extend the period of time to consummate its initial Business Combination six (6) times by an additional one month each time (for a total of up to 18 months to complete its initial Business Combination); further provided that upon each one-month extension of the period of time to consummate an initial Business Combination, the Sponsor (or its designees) must deposit into the Trust Account funds equal to the lesser of (A) $135,000, or (B) $0.045 per share multiplied by the number of outstanding public ordinary shares that have not been redeemed in accordance with Section 37.2 of the Company’s Articles (as defined below), in exchange for a non-interest bearing, unsecured promissory note, and (2ii) such later date as may be approved by the Company’s stockholders in accordance with the Charter Company’s Amended and Restated Articles of Association, as amended (the “Articles”) 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;”in