Common use of Amendments to Trust Agreement Clause in Contracts

Amendments to Trust Agreement. (a) 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 after and within two business days 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 an Authorized Representative (as such term is defined below), 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 any taxes (net of any taxes payable and less up to $50,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and other documents referred to therein, or (y) upon the date which is the later of (1) July 14, 2024 (or, without need for approval by the Company’s stockholders, if further extended by up to nine one-month extensions, up to April 14, 2024), and (2) such later date as may be approved by the Company’s stockholders in accordance with the 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 any taxes (net of any taxes payable and less up to $50,000 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 such Termination Letter by the 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 distributed to the Public Stockholders;

Amendments to Trust Agreement. (a) 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 after and within two business days following promptly after (x) receipt of, and only in accordance with with, the terms of, 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 an Authorized Representative its Chief Executive Officer, Chief Financial Officer, Chief Operating Officer or Chairman of the board of directors of the Company (as such term is defined below)the “Board”) or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay any taxes (net of any taxes payable and less up to $50,000 100,000 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; provided, that, in the case a Termination Letter in the form of Exhibit A is received, or (y) upon the date which is the later of (1) July 14, 2024 (or, without need for approval by the Company’s stockholders, if further extended by up to nine one-month extensions, up to April 14, 2024), and (2) 18 months or such later date as may be approved extended by the Company’s stockholders Company for up to fifteen one-month periods, for a maximum of 33 months in accordance with the aggregate pursuant to the terms set forth in the Company’s amended and restated certificate memorandum and articles of incorporationassociation, 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 earned on the funds held in the Trust Account and not previously released to the Company to pay any taxes (net of any taxes payable and less up to $50,000 100,000 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; (b) Section 1(k) of the Trust Agreement is hereby amended and restated in its entirety as follows: (k) Upon written request from the Company, however, that in the event the Trustee receives a Termination Letter which may be given from time to time in a form substantially similar to that attached hereto as Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no such Termination Letter by the date specified in clause D (y) of this Section 1(ia “Shareholder Redemption Withdrawal Instruction”), the Trustee shall keep distribute on behalf of the Company the amount requested by the Company to be used to redeem Ordinary Shares from Public Shareholders properly submitted in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial merger, 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 18 months (or such later date as extended by the Company for up to fifteen one-month periods, for a maximum of 33 months in the aggregate pursuant to the terms set forth in the Company’s amended and restated memorandum and articles of association, as it may be amended from time to time) 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 the Company is entitled to distribute said funds, and the Trustee shall have no responsibility to look beyond said request; and (b) The second paragraph to Exhibit D of the Trust Account open until twelve (12) months following Agreement is hereby amended and restated in its entirety as follows: The Company needs such funds to pay its Public Shareholders who have properly elected to have their Public Shares redeemed by the date the Property has been distributed Company in connection with a shareholder vote to approve an amendment to the Company’s 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 Business Combination or to redeem 100% of the Company’s public shares if it does not complete its initial Business Combination within 18 months (or up to a maximum of 33 months as described in the Company’s amended and restated memorandum and articles) from the closing of the Offering or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the redeeming Public Stockholders;Shareholders in accordance with your customary procedures.

Amendments to Trust Agreement. (a) 1.1. Section 1(i1(a)(i) of the Trust Original Agreement is hereby amended and restated to read in its entirety as follows: (i) Commence liquidation of the Trust Account only after and within two business days 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 an Authorized Representative (as such term is defined below), in coordination with the Company and Vstock 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 any taxes (net of any taxes payable and less up to $50,000 100,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and other documents referred to therein, or (y) upon the date which is the later of (1) July 14, 2024 (or, without need for approval by 6 months after the Company’s stockholders, if further extended by up to nine one-month extensions, up to April 14, 2024), and closing of the Offering or (2) such later date as may be approved by 24 months after closing of the Company’s stockholders Offering if the Company exercises the 3 month extension described in accordance with the Company’s amended and restated certificate of incorporation, as it may be further 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 earned on the funds held in the Trust Account and not previously released to the Company to pay any taxes (net of any taxes payable and less up to $50,000 100,000 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 datedate as reflected in the records of Vstock; 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 the 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 distributed to the Public Stockholders;

Amendments to Trust Agreement. (a) 1.1. Section 1(i1(a)(i) of the Trust Original Agreement is hereby amended and restated to read in its entirety as follows: (i) Commence liquidation of the Trust Account only after and within two business days 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 an Authorized Representative (as such term is defined below), in coordination with the Company and Vstock 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 any taxes (net of any taxes payable and less up to $50,000 100,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and other documents referred to therein, or (y) upon the date which is the later of (1) July 14, 2024 (or, without need for approval by 6 months after the Company’s stockholders, if further extended by up to nine one-month extensions, up to April 14, 2024), and closing of the Offering or (2) such later date as may be approved by up to 21 months after closing of the Company’s stockholders Offering if the Company exercises the 6 one-month extensions described in accordance with the Company’s amended and restated certificate of incorporation, as it may be further 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 earned on the funds held in the Trust Account and not previously released to the Company to pay any taxes (net of any taxes payable and less up to $50,000 100,000 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 datedate as reflected in the records of Vstock; 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 the 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 distributed to the Public Stockholders;

Amendments to Trust Agreement. (ab) 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 after and within two business days 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 an Authorized Representative (as such term is defined below), 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 any taxes (net of any taxes payable and less up to $50,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and other documents referred to therein, or (y) upon the date which is the later of (1) July April 14, 2024 (or, without need for approval by the Company’s stockholders, if further extended by up to nine one-month extensions, up to April January 14, 20242025), and (2) such later date as may be approved by the Company’s stockholders in accordance with the 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 any taxes (net of any taxes payable and less up to $50,000 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 such Termination Letter by the 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 distributed to the Public Stockholders;

Amendments to Trust Agreement. Section 1 (a) Section 1(ii) of the Trust Amended Agreement is hereby amended and restated in its entirety as follows: (i) Commence liquidation of the Trust Account only after and within two business days promptly following (x) receipt of, and only in accordance with with, the terms of, 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 an Authorized Representative (as such term is defined below)its Chief Executive Officer, Chief Financial 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 income taxes, if any taxes (net of any taxes payable and less up to $50,000 100,000 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) July 14May 11, 2024 (oror such earlier date after August 11, without need for approval 2023 as determined by the Company’s stockholders, if further extended by up to nine one-month extensions, up to April 14, 2024), board of directors) and (2) such later date as may be approved by the Company’s stockholders in accordance with the 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 income taxes, if any taxes (net of any taxes payable and less up to $50,000 100,000 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 event the Trustee receives a Termination Letter principal amount per share initially deposited in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no such Termination Letter by the date specified in clause (y) of this Section 1(i), the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been distributed to the Public StockholdersAccount;”.

Amendments to Trust Agreement. (a) 1.1. Section 1(i1(a)(i) of the Trust Original Agreement is hereby amended and restated to read in its entirety as follows: (i) Commence liquidation of the Trust Account only after and within two business days 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 an Authorized Representative (as such term is defined below), in coordination with the Company and Vstock 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 any taxes (net of any taxes payable and less up to $50,000 100,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and other documents referred to therein, or (y) upon the date which is the later of (1) July 14, 2024 (or, without need for approval by 12 months after the Company’s stockholders, if further extended by up to nine one-month extensions, up to April 14, 2024), and closing of the Offering or (2) such later date as may be approved by up to 24 months after closing of the Company’s stockholders Offering if the Company exercises the 12 one-month extensions described in accordance with the Company’s amended and restated certificate of incorporation, as it may be further 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 earned on the funds held in the Trust Account and not previously released to the Company to pay any taxes (net of any taxes payable and less up to $50,000 100,000 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 datedate as reflected in the records of Vstock; 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 the 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 distributed to the Public Stockholders;

Amendments to Trust Agreement. (a) 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 after and within two business days following promptly after (x) receipt of, and only in accordance with with, the terms of, 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 an Authorized Representative its Chief Executive Officer, Chief Financial Officer, Secretary or Chairman of the board of directors of the Company (as such term is defined below)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 any taxes (net of any taxes payable and less up to $50,000 of interest that may be released to the Company to pay dissolution expenses)its taxes, only as directed in the Termination Letter and the other documents referred to therein, or (y) upon by the date that is thirty-six (36) months from the effectiveness date of the Company’s Form S-1 by the SEC, which is was December 29, 2021, by depositing into the later of (1) July 14Trust Account $0.033 per non-redeeming Public Share for each extension month after April 3, 2024 (or, without need for approval or such earlier date as determined by the Company’s stockholders, if further extended by up to nine one-month extensions, up to April 14, 2024board of directors), and (2) such later date as may be approved by the Company’s stockholders in accordance with the 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 any its taxes (net of any taxes payable and less up to $50,000 100,000 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 ;” (b) Section 1 of the event Trust Agreement is hereby amended by the Trustee receives a Termination Letter in a form addition of new section 1(j) as follows: (j) Upon receipt of an extension letter (“Extension Letter”) substantially similar to Exhibit B heretoE hereto at least five business days prior to (A) April 3, or if 2024, and (B) at the Trustee begins to liquidate Company’s election, each successive monthly period ending on December 29, 2024 (each, an “Applicable Deadline”), signed on behalf of the Property because it has received no such Termination Letter Company by an executive officer, and receipt of the date dollar amount 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 distributed Extension Letter prior to the Public Stockholders;Applicable Deadline, to follow the instructions set forth in the Extension Letter.”

Amendments to Trust Agreement. (a) Section 1(i) Solely with respect to the PBI Loan and the Southern Loan, each of the Depositor, the Servicer, the Trustee and the Certificateholders agree to amend the following provisions of the Trust Agreement on the following terms: (a) Clause (b) of the definition of "Adjustment Amount". The reference to "sixty (60) days" in clause (b) of the definition of "Adjustment Amount" is hereby amended and restated in its entirety to read as follows:"one hundred fifty (150) days"; (ib) Commence liquidation Clause (c) of the Trust definition of "Adjustment Amount". The reference to "one hundred twenty (120) days" in clause (c) of the definition of "Adjustment Amount" is hereby amended to read as "two hundred ten (210) days"; (c) Section 1.03(b). Section 1.03(b) is hereby amended to provide that Recoveries in respect of the PBI Loan or the Southern Loan shall be applied first to reimburse the Reserve Account only after for any Recovery Expenses allocable to such PBI Loan or Southern Loan and within two business days following (x) receipt of, and only in accordance with the terms of, a letter previously withdrawn from the Company Reserve Account. (“Termination Letter”d) in a form substantially similar Section 5.03(d). Section 5.03(d) is hereby amended to that attached hereto as either Exhibit A allow disbursement of funds from the Reserve Account on each Distribution Date to reimburse the Servicer or Exhibit Bthe Special Servicer, as applicable, signed on behalf for Recovery Expenses allocable to the PBI Loan and/or Southern Loan if (i) the Certificateholder Agent has provided to the Depositor, the Servicer and the Special Servicer written consent to such disbursement and (ii) the remaining balance in the Reserve Account after such disbursement would equal or exceed the Reserve Account Floor Amount. The Depositor, the Servicer or the Special Servicer, as applicable, shall provide a written request for such disbursement to the Certificateholder Agent by the 3rd day of the Company by an Authorized Representative calendar month in which such disbursement is to be made (as or the next Business Day if such term day is defined below)not a Business Day) and the Certificateholder Agent shall provide written consent or refusal to consent no later than the 10th day of such calendar month (or the next Business Day if such day is not a Business Day) and, and complete assuming such request is timely delivered, the liquidation Certificateholder Agent's approval shall not be unreasonably withheld. The Certificateholder Agent's written consent shall be deemed to be direction to the Trustee to make such disbursement pursuant to Schedule 9 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 any taxes (net of any taxes payable and less up to $50,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and other documents referred to therein, or (y) upon the date which is the later of (1) July 14, 2024 (or, without need for approval by the Company’s stockholders, if further extended by up to nine one-month extensions, up to April 14, 2024), and (2) such later date as may be approved by the Company’s stockholders in accordance with the 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 any taxes (net of any taxes payable and less up to $50,000 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 such Termination Letter by the 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 distributed to the Public Stockholders;Servicing Report.

Amendments to Trust Agreement. (a) 1.1 The following Section 1(i) of the Trust Agreement is hereby amended and restated to read in its entirety as follows: (i) Commence liquidation of the Trust Account only after and within two business days following promptly after (x) receipt of, and only in accordance with with, the terms of, 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 an Authorized Representative its Chief Executive Officer, Chief Financial Officer, President, Secretary or Chairman of the board of directors of the Company (as such term is defined below)the “Board”) or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay any its taxes (net of any taxes payable and less up to $50,000 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) July 14, 2024 (or, without need for approval by 24 months after the Company’s stockholders, if further extended by up to nine one-month extensions, up to April 14, 2024), closing of the Offering and (2) such later date as may be approved by the Company’s stockholders shareholders in accordance with the Company’s amended and restated certificate memorandum and articles of incorporation, 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 any its taxes (net of any taxes payable and less up to $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 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 the date specified in clause (y) of this Section 1(i), ) the Trustee shall keep the Trust Account open until twelve (1224) months following the date the Property has been distributed to the Public Stockholders;Shareholders. 1.3 The following last sentence of the second paragraph of Exhibit B of the Original Agreement is here by amended and restated to read in its entirety as follows: The Company has selected 24 months from the closing of this offering as the effective date for the purpose of determining when the Public Shareholders will be entitled to receive their share of the liquidation proceeds. All other provisions of the Trust Agreement shall remain unaffected by the terms hereof.

Amendments to Trust Agreement. (a) 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 after and within two business days following promptly after (x) receipt of, and only in accordance with with, the terms of, 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 an Authorized Representative its Chief Executive Officer, Chief Financial Officer, Chief Operating Officer or Chairman of the board of directors of the Company (as such term is defined below)the “Board”) or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay any taxes (net of any taxes payable and less up to $50,000 100,000 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; provided, that, in the case a Termination Letter in the form of Exhibit A is received, or (y) upon the date which is the later of (1) July 14, 2024 (or, without need for approval by the Company’s stockholders, if further extended by up to nine one-month extensions, up to April 14, 2024), and (2) such later date as may be approved extended by the Company’s stockholders Company on a month-to-month basis until July 18, 2025 (the “Extended Date”) as set forth in accordance with the Company’s amended and restated certificate memorandum and articles of incorporationassociation, as it may be amended from time to time, if a Termination Letter has not been received by the Trustee prior to such datethe Extended 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 any taxes (net of any taxes payable and less up to $50,000 100,000 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; ; (b) Section 1(k) of the Trust Agreement is hereby amended and restated in its entirety as follows: (k) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D (a “Shareholder Redemption Withdrawal Instruction”), the Trustee shall distribute on behalf of the Company the amount requested by the Company to be used to redeem Ordinary Shares from Public Shareholders properly submitted in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial merger, 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 on the terms set forth in the Company’s amended and restated memorandum and articles of association, as it may be amended from time to time) provided, however, that in the event the Trustee receives that a Termination Letter in a form substantially similar to Exhibit B hereto, or if has not been received by the Trustee begins to liquidate by the Property because it has received no such Extended Date, the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter by or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity. The written request of the date specified in clause (y) of this Section 1(i)Company referenced above shall constitute presumptive evidence that the Company is entitled to distribute said funds, and the Trustee shall keep have no responsibility to look beyond said request; and (b) The second paragraph to Exhibit D of the Trust Agreement is hereby amended and restated in its entirety as follows: The Company needs such funds to pay its Public Shareholders who have properly elected to have their Public Shares redeemed by the Company in connection with a shareholder vote to approve an amendment to the Company’s 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 Business Combination or to redeem 100% of the Company’s public shares if it does not complete its initial Business Combination as described in the Company’s amended and restated memorandum and articles) provided, however, that in the event that a Termination Letter has not been received by the Trustee by the Extended Date the Trust Account open until twelve shall be liquidated in accordance with the procedures set forth in the Termination Letter or (12B) months following the date the Property has been distributed with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the redeeming Public Stockholders;Shareholders in accordance with your customary procedures.

Amendments to Trust Agreement. In the event (i) the Merger is consummated as set forth in the Merger Agreement (with any amendments thereto having the consent of the Holders of the Class A Trust Interests and the Holders of the Class B Trust Interests) or (ii) any other Trade Sale or Merger Transaction is entered into within six months of the date hereof that (A) provides for a per share value for the Corporation Common Stock of at least $25.00 per share, (B) is approved by the Board of Directors of the Corporation (an "Alternative Transaction") and (C) is consummated within 18 months of the date of entry into such Alternative Transaction, the following provisions of the Trust Agreement are hereby amended as set forth below to settle and resolve all past disagreements over the allocation of the Escrowed Corporation Interest. In the event the Merger Agreement (or the agreement providing for the Alternative Transaction) is terminated or for any other reason the Merger or an Alternative Transaction, as applicable, is not so consummated, such amendments shall be null and void. (a) Section 1(i1.1 of the Trust Agreement is amended by deleting the definitions of "Post-IPO Escrow Allocation Date," "Price Measurement Period" and "Share Performance" therefrom and adding a statement that terms used in this Amendment but not otherwise defined in the Trust Agreement shall have the meaning ascribed to in this Amendment. (b) Section 2.8(a)(i) of the Trust Agreement is hereby amended by deleting the words "other than dividends and restated distributions received in respect of the Escrowed Corporation Interest (and proceeds thereon)" therefrom. (c) Section 5.1(c) of the Trust Agreement is amended by deleting it in its entirety as follows: and inserting the following in replacement therefor (notwithstanding any prior allocation that would have occurred under the Trust Agreement prior to this Amendment): "The Escrowed Corporation Interest shall be allocated 72.4% (i.e., 4,680,657 shares) to the Holders of Class A Trust Interests and 27.6% (i.e., 1,783,701 shares) to the Holders of Class B Trust Interests immediately prior to the consummation of the Merger, or in the event of an Alternative Transaction, the Holders of the Class B Interests shall be allocated a number of shares from the Escrowed Corporation Interest equal to (i) Commence liquidation 49,943,624 divided by (ii) the consideration per share to be paid in the Alternative Transaction and the remainder of the Escrowed Corporation Interest shall be allocated to the Holders of the Class A Interests, which allocation shall be made immediately prior to the consummation of such Alternative Transaction. For the avoidance of doubt, the Escrowed Corporation Interest shall not be deemed to be allocated to the Holders of Class A Trust Account only after Interests and within two business days following (x) receipt of, and only in accordance with the terms of, a letter from Holders of Class B Trust Interests until immediately prior to the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A consummation of the Merger or Exhibit BAlternative Transaction, as applicable, signed on behalf and the Holders of Class A Trust Interests may not cause to be distributed, transferred or sold any of such shares (except to the Company by an Authorized Representative extent they are not subject to being allocated to the holders of Class B Trust Interests.)" (as such term is defined below), and complete the liquidation d) Section 5.2(b) of the Trust Account Agreement is amended by deleting the final two sentences thereof in their entirety and distribute inserting the Property following in replacement therefor: "To the Trust Accountextent that such a distribution is received in connection with shares constituting the Escrowed Corporation Interest, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay any taxes (net of any taxes payable and less up to $50,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and other documents referred to therein, or (y) upon the date which is the later of (1) July 14, 2024 (or, without need for approval by the Company’s stockholders, if further extended by up to nine one-month extensions, up to April 14, 2024), and (2) such later date as may be approved by the Company’s stockholders in accordance with the 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 any taxes (net of any taxes payable and less up to $50,000 of interest that may be released to the Company to pay dissolution expenses) distribution shall be distributed 100% to the Public Stockholders Holders of record as Class A Trust Interests through the date of such date; provided, however, that in the event consummation of the Trustee receives a Termination Letter in a form substantially similar to Merger or any Alternative Transaction." (e) Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no such Termination Letter by the date specified in clause (y) of this Section 1(i), the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been distributed to the Public Stockholders;Agreement is deleted in its entirety.