Common use of Disbursement of the Escrow Securities Clause in Contracts

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold the Insider Shares during the period (the “Insider Shares Escrow Period”) commencing on the date hereof and (i) for 50% of the Insider Shares, ending on the earlier of (x) six months after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the date of the consummation of a Business Combination. The Insider Shares shall be released upon notice to the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Insider Shares Escrow Period, the Escrow Agent shall disburse such amount of each Initial Securityholder’s Insider Shares to such Initial Securityholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider Shares; provided further, however, that if, subsequent to the Company’s Business Combination, the Company (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicable, release the Insider Shares to the Initial Securityholders. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation of the Insider Shares in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold the Insider Escrow Shares during the period (the “Insider Shares Escrow Period”) commencing on the date hereof and (i) for 50% of the Insider Shares, ending on the earlier of (x) until six months after the closing date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”, as such term is defined in the Registration Statement (the “Escrow Period”), on which date the Escrow Agent shall, upon written instructions from each Initial Stockholder, disburse to such Initial Stockholder such stockholder’s respective Escrow Shares; provided, however, that: 3.1.1 [Reserved]; 3.1.2 if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Escrow Period, then the Escrow Agent shall promptly return to the Company for cancellation the certificates representing the Escrow Shares; and 3.1.3 if, after the Company consummates a Business Combination, the Company (or the surviving entity) and subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of its stockholders having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of an Officer’s Certificate certifying that such transaction is then being consummated, release the Escrow Shares to the Initial Stockholders. The Escrow Agent shall have no further duties hereunder with respect to the Escrow Shares after the disbursement or return to the Company for cancellation of the Escrow Shares in accordance with this Section 3.1 (y) the date on which such disbursement and/or return to the closing price Company of Escrow Shares occurs is referred to herein as the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of “Share Release Date”). 3.2 The Escrow Agent shall hold the Insider Shares, ending six months after the date of the consummation of a Business Combination. The Insider Shares shall be released upon notice to Warrants until the Escrow Agent receives a certificate executed by any Initial Securityholder the Chief Executive Officer, Chief Financial Officer or Chairman of the Board of Directors of the Company that (the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation of a Business Combination “Officer’s Certificate”), in form reasonably acceptable to the Escrow Agent. Upon completion of , certifying that the Insider Shares Escrow Period, the Escrow Agent shall disburse such amount of each Initial Securityholder’s Insider Shares to such Initial SecurityholderCompany has consummated a Business Combination; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Insider Shares Escrow Period, then immediately prior to the effectiveness of such liquidation, the Escrow Agent shall promptly destroy return to the Company for cancellation the certificates representing the Insider Shares; provided further, however, that if, subsequent to Warrants and the Company’s Business Combination, the Company (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders of such entity having the right to exchange their shares of Common Stock for cash, Insider Warrants shall no longer be considered issued and outstanding securities or other property, then the Escrow Agent will, upon receipt of a written notice executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicable, release the Insider Shares to the Initial Securityholders. The Escrow Agent shall have no further duties hereunder with respect to the Insider Warrants after the disbursement or return to the Company for cancellation of the Insider Shares Warrants in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of (the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall on which such disbursement and/or return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) Warrants occurs is referred to herein as the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. “Warrant Release Date”). 3.3 The Company shall promptly provide written notice agrees to notify the Escrow Agent in advance of any anticipated Share Release Date or Warrant Release Date and upon the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise occurrence thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent shall rely upon an Officer’s Certificate that certifies that the Share Release Date or Warrant Release Date, as applicable, has occurred, and shall not be required to transfer disburse the said Insider Shares Escrow Securities unless and until it receives such Officer’s Certificate. The Escrow Agent shall rely exclusively on the books Officer’s Certificate and shall have no responsibility to independently ascertain the occurrence of any of the Company with full power of substitution dates described in the premisesSections 3.1 or 3.2 hereof.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold each of the Insider Escrow Shares during and the Private Warrants until the termination of the Escrow Period (as defined below). In the case of the Escrow Shares, the “Escrow Period” shall be the period (the “Insider Shares Escrow Period”) commencing beginning on the date hereof the certificates representing the Escrow Shares are deposited with the Escrow Agent and (i) for 50% of the Insider Shares, ending on the earlier of (x) six months after the date first anniversary of the consummation completion of the Company’s initial business combination (as described such term is defined in the Registration Statement), hereinafter a “Business Combination”) and (y) such time subsequent to the date on which Company’s initial business combination as the closing last sales price of the Company’s Common Stock equals or exceeds $12.50 12.00 per share (as adjusted for stock splits, stock dividends, reorganizations reorganizations, recapitalizations and recapitalizationsthe like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (z) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the Company’s initial Business Combination and (ii) for the remaining 50% business combination that results in all of the Insider SharesCompany’s stockholders having the right to exchange their shares of Common Stock for cash, ending six months securities or other property. In the case of Private Warrants, the “Escrow Period” shall be 30 days after completion of the initial business combination. The Private Warrants will not be transferable, assignable or saleable until such time. On the termination date of the consummation of a Business Combination. The Insider Shares shall be released upon notice to the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Insider Shares Escrow Period, the Escrow Agent shall shall, upon written instructions from the Company, disburse such amount of each the Escrow Securities to the Initial Securityholder’s Insider Shares to such Initial SecurityholderHolders; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that up to an aggregate of (i) 562,500 of the Company is being liquidated at any time during Escrow Shares have been forfeited because the Insider Shares Escrow Period, Underwriters did not exercise their over-allotment option in full then the Escrow Agent shall promptly destroy the certificates representing such Escrow Securities (or portion thereof, as applicable) and (ii) up to 1,078,125 of the Insider Shares; provided furtherEscrow Shares as Founder Earnout Shares will not be released unless they are no longer subject to forfeiture. In addition, however, that if, subsequent notwithstanding anything to the Company’s Business Combinationcontrary contained herein, the Escrow Agent shall disburse the Escrow Securities to the Initial Holders upon being notified by the Company (or that the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction trust account into which results in substantially all of the shareholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice executed by the Chairman proceeds of the Board, Chief Executive Officer or other authorized officer IPO and the sale of the Company, Private Warrants has been deposited as described in form reasonably acceptable the Prospectus (the “Trust Account”) is being liquidated because the Company has been unable to consummate its initial business combination within the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicable, release the Insider Shares to the Initial Securityholdersrequired time frame. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold each of the Insider Escrow Shares during and the Private Warrants until the termination of their respective Escrow Period (as defined below). In the case of the Escrow Shares, the “Escrow Period” shall be the period (the “Insider Shares Escrow Period”) commencing beginning on the date hereof the certificates representing the Shares are deposited with the Escrow Agent and (i) for 50% of the Insider Shares, ending on the date that is one year following the consummation of the initial Business Transaction (as such term is defined in the Registration Statement) or earlier if, subsequent to the Business Transaction the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of (x) six months after the Company stockholders having the right to exchange their shares of Common Stock for cash, securities or other property. In the case of the Private Warrants, the “Escrow Period” shall be the period beginning on the date the certificates representing the Private Warrants are deposited with the Escrow Agent and ending 30 days following the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for Transaction. On the remaining 50% of the Insider Shares, ending six months after the termination date of the consummation of a Business Combination. The Insider Shares shall be released upon notice to the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Insider Shares applicable Escrow Period, the Escrow Agent shall shall, upon written instructions from the Company, disburse such amount of each Initial Securityholder’s Insider Shares the Escrow Securities to such Initial Securityholderholders; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is (i) being liquidated at any time during the Insider Shares Escrow Period, or (ii) that up to 83,333 of the Escrow Shares have been forfeited, then the Escrow Agent shall promptly destroy the certificates representing the Insider Shares; provided further, however, that if, subsequent to the Company’s Business Combination, the Company such Escrow Securities (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achievedportion thereof, as applicable, release the Insider Shares to the Initial Securityholders). The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold each of the Insider Escrow Shares during and the Private Warrants until the termination of their respective Escrow Periods (as defined below). In the case of the Escrow Shares, the “Escrow Period” shall be the period (the “Insider Shares Escrow Period”) commencing beginning on the date hereof the certificates representing the Escrow Shares are deposited with the Escrow Agent and (i) for 50% of the Insider Shares, ending on the earlier of (x) six months after date that is, with respect to the date of First Tranche Shares, one year following the consummation of the Company’s initial business combination (as described such term is defined in the Registration Statement, hereinafter a “Business Combination”) and with respect to the Second Tranche Shares, the date of the first to occur, if ever, of (yx) the date on which the closing last sales price of the Company’s Common Stock equals equaling or exceeds exceeding $12.50 18.00 per share (as adjusted for stock splits, stock dividends, reorganizations reorganizations, recapitalizations and recapitalizationsthe like) for any 20 trading days within any 30-trading day period commencing after or (y) the consummation of a transaction following the Company’s initial Business Combination and (ii) for the remaining 50% business combination in which all of the Insider SharesCompany’s stockholders have the right to exchange their shares of Common Stock for cash consideration which equals or exceeds $18.00 per share; provided, that in the event neither (x) nor (y) has occurred within five years following the consummation of the Company’s initial business combination (the “Second Tranche Deadline”), the Second Tranche Shares shall be forfeited. In the case of the Private Warrants, the “Escrow Period” shall be the period beginning on the date the certificates representing the Private Warrants are deposited with the Escrow Agent and ending six months after 30 days following the date of the consummation of a Business Combinationthe Company’s initial business combination. The Insider Shares shall be released upon notice to On the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice termination date of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Insider Shares applicable Escrow Period, the Escrow Agent shall shall, upon written instructions from the Company, disburse such amount of each Initial Securityholder’s Insider Shares the Escrow Securities to such Initial Securityholderholders; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that (i) the Company is being liquidated at any time during the Insider Shares Escrow Period, (ii) up to an aggregate of 187,500 of the Escrow Shares have been forfeited because the Underwriters did not exercise their over-allotment option in full or (iii) the Second Tranche Shares have been forfeited because neither (x) nor (y) above occurred on or before the Second Tranche Deadline, then the Escrow Agent shall promptly destroy the certificates representing the Insider Shares; provided further, however, that if, subsequent to the Company’s Business Combination, the Company such Escrow Securities (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achievedportion thereof, as applicable, release the Insider Shares to the Initial Securityholders). The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold the Insider Shares during the period (the “Insider Shares Escrow Period”) commencing on the date hereof and (i) for 50% of the Insider Shares, ending on the earlier of (x) six months after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the date of the consummation of a Business Combination. The Insider Shares shall be released upon notice to the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Insider Shares Escrow Period, the Escrow Agent shall disburse such amount of each Initial Securityholder’s Insider Shares to such Initial Securityholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider Shares; provided further, however, that if, subsequent to the Company’s Business Combination, the Company (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicable, release the Insider Shares to the Initial Securityholders. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation of the Insider Shares in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 1,125,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 281,250 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 1,125,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,0001,125,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold the Insider Escrow Shares during and the Private Warrants until the termination of their respective Escrow Period (as defined below). In the case of the Escrow Shares, the “Escrow Period” shall be the period (the “Insider Shares Escrow Period”) commencing beginning on the date hereof the certificates representing the Shares are deposited with the Escrow Agent and (i) for 50% of the Insider Shares, ending on the date that is the earlier of twelve (x12) six months following the consummation of the initial Business Combination (as such term is defined in the Registration Statement) or three (3) years from the Effective Date. In the case of the Private Warrants, the “Escrow Period” shall be the period beginning on the date the certificates representing the Private Warrants are deposited with the Escrow Agent and ending on the day after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) . On the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the termination date of the consummation of a Business Combination. The Insider Shares shall be released upon notice to the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Insider Shares applicable Escrow Period, the Escrow Agent shall disburse such amount of shall, upon written instructions from each Initial Securityholder’s Insider Shares Holder, disburse each of the Initial Holders’ Escrow Securities to such Initial SecurityholderHolder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider SharesEscrow Securities; provided further, however, that if, subsequent to the Company’s Business Combination, after the Company consummates a Business Combination (as such term is defined in the Registration Statement), it (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders its stockholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice notice, executed by the Chairman of the BoardChairman, Chief Executive Officer or other authorized officer Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicableconsummated, release the Insider Shares Escrow Securities to the Initial SecurityholdersHolders so that they can similarly participate. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold the Insider Shares during and the Warrants until the termination of their respective Escrow Period (as defined below). In the case of the Shares, the “Escrow Period” shall be the period (the “Insider Shares Escrow Period”) commencing beginning on the date hereof the certificates representing the Shares are deposited with the Escrow Agent and (i) for 50% of the Insider Shares, ending on the earlier date that is twelve (12) months following the consummation of the initial business combination (x) six months after as such term is defined in the Prospectus). In the case of the Warrants, the “Escrow Period” shall be the period beginning on the date the certificates representing the Warrants are deposited with the Escrow Agent and ending on the date of the consummation of the Company’s initial business combination (as described in combination. On the Registration Statement, hereinafter a “Business Combination”) and (y) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the termination date of the consummation of a Business Combination. The Insider Shares shall be released upon notice to the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Insider Shares Escrow Period, the Escrow Agent shall shall, upon written instructions from each Existing Holder, disburse such amount of each Initial SecurityholderExisting Holder’s Insider Shares Escrow Securities to such Initial SecurityholderExisting Holder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof hereof, that the Company is being liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider SharesEscrow Securities and; provided further, however, that if, subsequent to the Company’s Business Combination, after the Company consummates an initial business combination (as such term is defined in the Prospectus), it (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders stockholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice certificate executed by the Chairman of the Board, Chief Executive Officer or other authorized officer Chief Financial Officer of the Company, in a form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicableconsummated, release the Insider Shares Escrow Securities to the Initial SecurityholdersExisting Holders upon consummation of the transaction so that they can similarly participate; provided further, that in the event that the Existing Holders receive securities in exchange for their shares of Common Stock, the Escrow Agent shall (a) reaccept such securities into escrow until the termination of the Escrow Period, or (b) upon receipt of written instructions from any Existing Holder in a form reasonably acceptable to the Escrow Agent, exchange the Escrow Securities for the new securities on behalf of such Existing Holder and hold such securities in escrow until the termination of the Escrow Period. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold the Insider Shares during the period (the “Insider Shares Escrow Period”) commencing on the date hereof and (i) for 50% of the Insider Shares, ending on the earlier of (x) Securities until six months after the date of following the consummation of the Company’s initial business combination (combination, as described such term is defined in the Registration StatementProspectus (“Escrow Period”), hereinafter a “Business Combination”) and (y) the date on which date it shall, upon written instructions from Initial Stockholder, disburse the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the CompanyInitial Stockholder’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the date of the consummation of a Business Combination. The Insider Shares shall be released upon notice Escrow Securities to the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Insider Shares Escrow Period, the Escrow Agent shall disburse such amount of each Initial Securityholder’s Insider Shares to such Initial SecurityholderStockholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider SharesEscrow Securities; provided further, however, that if, subsequent to the Company’s Business Combination, after the Company consummates a Business Combination (as such term is defined in the Registration Statement), it (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders stockholder of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice certificate, executed by the Chairman of the Board, Chief Executive Officer or other authorized officer Chief Operating Officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achievedconsummated, as applicable, and release the Insider Shares Escrow Securities to the Initial SecurityholdersStockholder upon consummation of the transaction so that they can similarly participate. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold each of the Insider Escrow Shares during and the Private Warrants until the termination of their respective Escrow Period (as defined below). In the case of the Escrow Shares, the “Escrow Period” shall be the period (the “Insider Shares Escrow Period”) commencing beginning on the date hereof the certificates representing the Escrow Shares are deposited with the Escrow Agent and (i) for 50% of the Insider Shares, ending on the date that is one year following the consummation of the initial Business Combination or earlier if, subsequent to the Business Combination the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of (x) six months after the Company stockholders having the right to exchange their shares of Common Stock for cash, securities or other property. The term “Business Combination” shall mean the Company’s acquisition, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination, one or more operating businesses or assets in the Peoples Republic of China or control of such operating business or businesses or assets through contractual arrangements. In the case of the Private Warrants, the “Escrow Period” shall be the period beginning on the date the certificates representing the Private Warrants are deposited with the Escrow Agent and ending 30 days following the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) . On the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the termination date of the consummation of a Business Combination. The Insider Shares shall be released upon notice to the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Insider Shares applicable Escrow Period, the Escrow Agent shall shall, upon written instructions from the Company, disburse such amount of each the Escrow Securities to the Initial Securityholder’s Insider Shares to such Initial SecurityholderStockholders; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 6.6 hereof that up to 150,000 of the Company is being liquidated at any time during the Insider Escrow Shares Escrow Periodhave been forfeited, then the Escrow Agent shall promptly destroy the certificates representing the Insider Shares; provided further, however, that if, subsequent to the Company’s Business Combination, the Company such Escrow Shares (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achievedportion thereof, as applicable, release the Insider Shares to the Initial Securityholders). The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold the Insider Shares during the period (the “Insider Shares Escrow Period”) commencing on Securities until the date hereof and (i) for 50% of the Insider Shares, ending on the earlier of (x) six months after that is one year from the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the date of the consummation of a Business Combination. The Insider Shares shall be released upon notice to the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation of a Business Combination to (as such term is defined in the Escrow Agent. Upon completion Amended and Restated Certificate of Incorporation of the Insider Shares Company) by the Company (the “Escrow Period”), on which date it shall, upon written instructions from the Company’s General Counsel or Chief Executive Officer, disburse each of the Initial Stockholder’s Escrow Agent shall disburse such amount of each Initial Securityholder’s Insider Shares Securities to such Initial SecurityholderStockholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider SharesEscrow Securities; provided further, however, that if, subsequent to after the Company consummates a Business Combination (as such term is defined in the Amended and Restated Certificate of Incorporation of the Company’s Business Combination), the Company it (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders its stockholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice certificate executed by the Chairman of the Board, Chief Executive Officer or other authorized officer Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicableconsummated, release the Insider Escrow Shares to the Initial SecurityholdersStockholders so that they can similarly participate. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold the Insider Shares Escrow Securities during the period (the “Insider Shares Escrow Period”) commencing on the date hereof and (i) for 50% of each of the Insider SharesEscrow Shares and the Escrow Units held by each Initial Shareholder, ending on until the earlier of (xa) six months after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and ); or (yb) the date on which the closing price of the Common Stock Ordinary Shares equals or exceeds $12.50 per share (as adjusted for stock share splits, stock share dividends, reorganizations reorganizations, recapitalizations and recapitalizationsthe like) for any 20 trading days within any 30-trading day period commencing after the Company’s initial a Business Combination and (ii) for the remaining 50% of the Insider SharesEscrow Securities, ending until six months after the date of the consummation of a Business Combination. The Insider Shares shall be released upon notice to the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Insider Shares Escrow Period, the Escrow Agent shall disburse such amount of each Initial SecurityholderShareholder’s Insider Shares Escrow Securities (and any applicable stock power) to such Initial SecurityholderShareholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider SharesEscrow Securities; provided further, however, that if, subsequent to within the Company’s six months after the Company consummates a Business Combination, the Company (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders of such entity having the right to exchange their shares of Common Stock Ordinary Shares for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice executed by the Chairman Chair of the Board, Chief Executive Officer or other authorized officer of the Company, in a form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicable, release the Insider Shares Escrow Securities to the Initial SecurityholdersShareholders. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold the Insider Shares during the period (the “Insider Shares Escrow Period”) commencing on the date hereof and (i) for 50% of the Insider Shares, ending on the earlier of (x) six months after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) the date on which the closing price of the Common Stock Ordinary Share equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the date of the consummation of a Business Combination. The Insider Shares shall be released upon notice to the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Insider Shares Escrow Period, the Escrow Agent shall disburse such amount of each Initial Securityholder’s Insider Shares to such Initial Securityholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider Shares; provided further, however, that if, subsequent to the Company’s Business Combination, the Company (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders of such entity having the right to exchange their shares of Common Stock Ordinary Shares for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicable, release the Insider Shares to the Initial Securityholders. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation of the Insider Shares in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 750,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 187,500 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 750,000 minus the number of shares of Common Stock Ordinary Shares purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000750,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises. 3.3 The Escrow Agent shall hold the Private Units during the period (the “Private Units Escrow Period”, and together with the “Insider Shares Escrow Period”, the “Escrow Periods”) commencing on the date hereof and ending on the date of the consummation of the Business Combination. The Private Units shall be released upon notice to the Escrow Agent by the Sponsor (as defined in the Prospectus) that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Private Units Escrow Period, the Escrow Agent shall disburse each Initial Securityholder’s Private Units to such Initial Securityholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Private Units. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation of the Private Units in accordance with this Section 3.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold the Insider Escrow Shares during until the period date that is one year after the consummation of an Initial Business Combination (as defined in the Warrant Agreement) and the Sponsors’ Warrants until the date that is 30 days after the consummation of an Initial Business Combination (defined below) (in each case, the “Insider Shares Escrow Period”), on which date it shall, upon written instructions from each Initial Shareholder, disburse the Escrow Shares (and any applicable share power) commencing on or Sponsors’ Warrants, as the date hereof and (i) for 50% case may be, to such Initial Shareholder; provided, however, that at the end of the Insider Shares, ending on 30-day period in which the earlier of (x) six months after the date Underwriters may exercise their over-allotment option to purchase an additional 2,250,000 Units of the consummation of the Company’s initial business combination Company (as described in the Registration Statement), hereinafter the Company shall give the Escrow Agent notice with respect to the amount, if any, of the over-allotment that was exercised by the Underwriters and, upon such notice, the Initial Shareholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Escrow Shares held by each Initial Shareholder determined by multiplying (a) the product of (i) 562,500, multiplied by (ii) a “Business Combination”fraction, (x) the numerator of which is the number of Escrow Shares held by each Initial Shareholder, and (y) the date on denominator of which is the closing price total number of Escrow Shares, by (b) a fraction, (i) the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splitsnumerator of which is 2,250,000 minus the number of Ordinary Shares purchased by the Underwriters upon the exercise of their over-allotment option, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% denominator of the Insider Shareswhich is 2,250,000, ending six months after the date of the consummation of a Business Combination. The Insider Shares shall be released upon notice as provided to the Escrow Agent pursuant to a notice provided by any Initial Securityholder or the Company that upon the foregoing requirements have been met. The Company shall promptly provide written notice expiration of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Insider Shares Escrow Period, the Escrow Agent shall disburse such amount of each Initial Securityholder’s Insider Shares to such Initial Securityholderover-allotment exercise period; providedprovided further, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider SharesEscrow Securities held pursuant to this Agreement; provided further, however, that if, subsequent to after the Company’s Company consummates an Initial Business Combination, the Company (i) it (or the surviving entity) subsequently consummates a liquidation, merger, stock share exchange or other similar transaction which results in all of the shareholders of such entity having the right to exchange their shares of Common Stock Ordinary Shares for cash, securities or other propertyproperty or (ii) the Closing Price of the Ordinary Shares (as defined in the Warrant Agreement) equals or exceeds $14.25 per share for any 20 trading days within any 30-trading day period, then the Escrow Agent will, upon receipt of a written notice certificate, executed by the Chairman of the Board, Chief Executive Officer President or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicable, release the Insider Escrow Shares to the Initial SecurityholdersShareholders. An “Initial Business Combination” is defined as a merger, share capital exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more operating businesses. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold the Insider Shares during the period (the “Insider Shares Escrow Period”) commencing on Securities until the date hereof and (i) for 50% of the Insider Shares, ending on the earlier of (x) six months that is one year after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the date of the consummation of a Business Combination. The Insider Shares shall be released upon notice to the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation of a Business Combination (as defined in the Company’s amended and restated certificate of incorporation) (“Escrow Period”), on which date it shall, upon written instructions from each Initial Stockholder and/or counsel to the Escrow Agent. Upon completion Company, disburse each of the Insider Shares Initial Stockholder’s Escrow Period, the Escrow Agent shall disburse such amount of each Initial Securityholder’s Insider Shares Securities (and any applicable stock power) to such Initial SecurityholderStockholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider SharesEscrow Securities held pursuant to this agreement; provided, further, that if the Underwriters do not exercise their over-allotment option to purchase an additional 3,000,000 Units of the Company (as described in the Prospectus) in full, the Initial Stockholders agree that no later than by the end of the 45-day period in which the Underwriters may exercise their over-allotment option, the Company shall give the Escrow Agent written notice with respect to the amount, if any, of the over-allotment that was exercised by the Underwriters and, upon such notice, the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Escrow Securities and Escrow Warrants held by each Initial Stockholder determined by multiplying (a) the product of (i) 750,000, multiplied by (ii) a fraction, (x) the numerator of which is the number of Escrow Securities held by each Initial Stockholder, and (y) the denominator of which is the total number of Escrow Securities, by (b) a fraction, (i) the numerator of which is 3,000,000 minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 3,000,000; provided further, however, that if, subsequent to after the Company consummates a Business Combination (as such term is defined in the Company’s Business Combinationamended and restated certificate of incorporation), the Company (i) it (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders stockholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other propertyproperty or (ii) the last sales price of the Common Stock equals or exceeds $13.75 per share for any 20 trading days within any 30-trading day period after the consummation of the Business Combination, then the Escrow Agent will, upon receipt of a written notice certificate, executed by the Chairman of the Board, Chief Executive Officer President or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicable, release the Insider Shares Escrow Securities to the Initial SecurityholdersStockholders. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold the Insider Escrow Shares during and the Escrow Warrants until the termination of their respective Escrow Period (as defined below). In the case of the Escrow Shares, the “Escrow Period” shall be the period (the “Insider Shares Escrow Period”) commencing beginning on the date hereof the certificates representing the Shares are deposited with the Escrow Agent and (i) for 50% of the Insider Shares, ending on the earlier date that is twelve (12) months following the consummation of the initial Business Combination (x) six months as such term is defined in the Registration Statement). In the case of the Escrow Warrants, the “Escrow Period” shall be the period beginning on the date the certificates representing the Warrants are deposited with the Escrow Agent and ending on the 90th day after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) . On the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the termination date of the consummation of a Business Combination. The Insider Shares shall be released upon notice to the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Insider Shares applicable Escrow Period, the Escrow Agent shall shall, upon written instructions from the Company or Company’s counsel, disburse such amount each of each the Initial SecurityholderStockholder’s Insider Shares Escrow Securities to such Initial SecurityholderStockholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider SharesEscrow Securities; provided further, however, that if, subsequent to the Company’s Business Combination, after the Company consummates a Business Combination (as such term is defined in the Registration Statement), it (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders its stockholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt consummation of a written notice executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicabletransaction, release the Insider Shares Escrow Securities to the Initial SecurityholdersStockholders so that they can similarly participate. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if Upon written instructions from the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units Company advising that a Business Combination has been consummated and that public stockholders holding 20% or more of the Company in full within 45 days shares of Common Stock issued pursuant to the date of Registration Statement exercise the Prospectus (right to redeem their shares for cash as described in the Underwriting Agreement)Registration Statement, the Initial Securityholders agree that the Escrow Agent will release and deliver to the Company for cancellation on a pro rata basis certificates representing that number of Escrow Shares (not to exceed 195,312 in the aggregate) which results in the Initial Stockholders collectively owning no more than 23.81% of the Company’s outstanding Common Stock immediately prior to the consummation of the Business Combination after giving effect to the redemption. Such instructions shall return set forth both the number of shares the Company is redeeming and the number of Escrow Shares to be delivered to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold each of the Insider Escrow Shares during and the Private Warrants until the termination of the Escrow Period (as defined below). In the case of the Escrow Shares, the “Escrow Period” shall be the period (the “Insider Shares Escrow Period”) commencing beginning on the date hereof the certificates representing the Escrow Shares are deposited with the Escrow Agent and (i) for 50% of the Insider Shares, ending on the earlier of (x) six months after the date first anniversary of the consummation completion of the Company’s initial business combination (as described such term is defined in the Registration Statement), hereinafter a “Business Combination”) and (y) such time subsequent to the date on which Company’s initial business combination as the closing last sales price of the Company’s Common Stock equals or exceeds $12.50 12.00 per share (as adjusted for stock splits, stock dividends, reorganizations reorganizations, recapitalizations and recapitalizationsthe like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial business combination, or (z) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the Company’s initial Business Combination and (ii) for the remaining 50% business combination that results in all of the Insider SharesCompany’s stockholders having the right to exchange their shares of Common Stock for cash, ending six months securities or other property. In the case of Private Warrants, the “Escrow Period” shall be 30 days after completion of the initial business combination. The Private Warrants will not be transferable, assignable or saleable until such time. On the termination date of the consummation of a Business Combination. The Insider Shares shall be released upon notice to the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Insider Shares Escrow Period, the Escrow Agent shall shall, upon written instructions from the Company, disburse such amount of each the Escrow Securities to the Initial Securityholder’s Insider Shares to such Initial SecurityholderHolders; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that up to an aggregate of 1,312,500 of the Company is being liquidated at any time during Escrow Shares have been forfeited because the Insider Shares Escrow Period, Underwriters did not exercise their over-allotment option in full then the Escrow Agent shall promptly destroy the certificates representing the Insider Shares; provided furthersuch Escrow Securities (or portion thereof, howeveras applicable). In addition, that if, subsequent notwithstanding anything to the Company’s Business Combinationcontrary contained herein, the Escrow Agent shall disburse the Escrow Securities to the Initial Holders upon being notified by the Company (or that the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction trust account into which results in substantially all of the shareholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice executed by the Chairman proceeds of the Board, Chief Executive Officer or other authorized officer IPO and the sale of the Company, Private Warrants has been deposited as described in form reasonably acceptable the Prospectus (the “Trust Account”) is being liquidated because the Company has been unable to consummate its initial business combination within the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicable, release the Insider Shares to the Initial Securityholdersrequired time frame. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold the Insider Shares during the period (the “Insider Shares Escrow Period”) commencing on the date hereof and (i) for 50% of the Insider Shares, ending on until the earlier of (xA) six months one year after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and or (yB) subsequent to the Business Combination, (x) the date on which the closing price of the Common Stock equals or exceeds $12.50 12.00 per share (as adjusted for stock share splits, stock dividendsshare capitalizations, reorganizations share issuances, subdivisions, reorganizations, recapitalizations and recapitalizationsthe like) for any 20 trading days within any 30-trading day period commencing at least six months after the Company’s initial Business Combination and or (iiy) for the remaining 50% date following the completion of the Insider SharesCompany’s initial Business Combination on which the Company completes a liquidation, ending six months after the date merger, share exchange, reorganization or other similar transaction that results in all of the consummation of a Business CombinationCompany’s shareholders having the right to exchange their Common Stock for cash, securities or other property. The Insider Shares shall be released upon notice to the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Insider Shares Escrow Period, the Escrow Agent shall disburse such amount of each Initial Securityholder’s Insider Shares to such Initial Securityholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider Shares; provided further, however, that if, subsequent to the Company’s Business Combination, the Company (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicable, release the Insider Shares to the Initial Securityholders. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation of the Insider Shares in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 900,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 225,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 900,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000900,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold the Insider Shares during the period (the “Insider Shares Escrow Period”) commencing on the date hereof and shall: (i) for 50% hold the Initial Common Stock until the third anniversary of the Insider SharesEffective Date, ending on and (ii) hold the Class A Units (including the Common Stock and Class A Warrants underlying the Class A Units) until the earlier of (x) six months after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (ya) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the date of the consummation of a Business Combination. The Insider Shares shall be released upon notice to the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation completion of a Business Combination to (as defined in the Escrow Agent. Upon completion Prospectus) or (b) liquidation of the Insider Shares Escrow Period, Trust Account (as defined in the Investment Management Trust Agreement between the Escrow Agent shall disburse such amount of and the Company) (“Escrow Period”), on which date it shall, upon written instructions from each Initial SecurityholderShareholder, disburse each of the Initial Shareholder’s Insider Shares Escrow Securities to such Initial SecurityholderShareholder; provided, however, that if the Escrow Agent is notified by if, after the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider Shares; provided further, however, that if, subsequent to the Company’s consummates a Business Combination, the Company it (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders stockholders of such entity having the right to exchange their shares of Common Stock securities for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice certificate, executed by the Chairman of the Board, Chief Executive Officer or other authorized officer Chairman of the CompanyBoard of the Company and countersigned by I-Bankers, acting on behalf of the Representatives, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicableconsummated, release the Insider Shares Escrow Securities to the Initial SecurityholdersShareholders upon consummation of the transaction so that they can similarly participate; provided further that the time period set forth above may be waived by I-Bankers, acting on behalf of the Representatives. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold the Insider Escrow Shares during and the Escrow Warrants until the termination of their respective Escrow Period (as defined below). In the case of the Escrow Shares, the "Escrow Period" shall be the period (the “Insider Shares Escrow Period”) commencing beginning on the date hereof the certificates representing the Shares are deposited with the Escrow Agent and (i) for 50% of the Insider Shares, ending on the earlier date that is six (6) months following the consummation of the initial Business Combination (x) six months as such term is defined in the Registration Statement). In the case of the Escrow Warrants, the "Escrow Period" shall be the period beginning on the date the certificates representing the Warrants are deposited with the Escrow Agent and ending on the 90th day after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) . On the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the termination date of the consummation of a Business Combination. The Insider Shares shall be released upon notice to the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Insider Shares applicable Escrow Period, the Escrow Agent shall disburse such amount of shall, upon written instructions from each Initial Securityholder’s Insider Shares Stockholder, disburse each of the Initial Stockholder's Escrow Securities to such Initial SecurityholderStockholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider SharesEscrow Securities; provided further, however, that if, subsequent to the Company’s Business Combination, after the Company consummates a Business Combination (as such term is defined in the Registration Statement), it (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders its stockholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt consummation of a written notice executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicabletransaction, release the Insider Shares Escrow Securities to the Initial SecurityholdersStockholders so that they can similarly participate. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold the Insider Shares during the period (the “Insider Shares Escrow Period”) commencing on the date hereof and (i) for 50% of the Insider Shares, ending on the earlier of (x) Securities until six months after the date of following the consummation of the Company’s initial business combination (as described such term is defined in the Registration StatementProspectus) (the “Escrow Period”), hereinafter a “Business Combination”) and (y) the date on which the closing price date it 1. shall, upon written instructions from each Initial Stockholder, disburse each of the Common Stock equals or exceeds $12.50 per share (Initial Stockholder’s Escrow Securities as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the date of the consummation of a Business Combination. The Insider Shares shall be released upon notice to the Escrow Agent directed by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Insider Shares Escrow Period, the Escrow Agent shall disburse such amount of each Initial Securityholder’s Insider Shares to such Initial SecurityholderStockholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof hereof, that the Company is being liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider SharesEscrow Securities and; provided further, however, that if, subsequent to the Company’s Business Combination, after the Company consummates a business combination (as such term is defined in the Prospectus), it (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders stockholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice certificate, executed by the Chairman of the Board, Chief Executive Officer or other authorized officer Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicableconsummated, release the Insider Shares Escrow Securities to the Initial SecurityholdersStockholders upon consummation of the transaction so that they can similarly participate. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold the Insider Shares during the period (the “Insider Shares Escrow Period”) commencing on the date hereof and (i) for 50% of the Insider Shares, ending on the earlier of (x) six months after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the date of the consummation of a Business Combination. The Insider Shares shall be released upon notice to the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Insider Shares Escrow Period, the Escrow Agent shall disburse such amount of each Initial Securityholder’s Insider Shares to such Initial Securityholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider Shares; provided further, however, that if, subsequent to the Company’s Business Combination, the Company (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice executed by the Co-Chairman of the Board, Co-Chief Executive Officer or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicable, release the Insider Shares to the Initial Securityholders. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation of the Insider Shares in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold the Insider Shares during the period (the “Insider Shares Escrow Period”) commencing on the date hereof and (i) for 50% of the Insider Shares, ending on until the earlier of (xA) six months one year after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and or (yB) subsequent to the Business Combination, (i) the date on which the closing last reported sale price of the Common Stock Ordinary Shares equals or exceeds $12.50 12.00 per share (as adjusted for stock splits, stock dividendscapitalizations, reorganizations reorganizations, recapitalizations and recapitalizationsother similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination and or (ii) for the remaining 50% date following the completion of the Insider SharesCompany’s initial Business Combination on which the Company completes a liquidation, ending six months after the date merger, share exchange, reorganization or other similar transaction that results in all of the consummation of a Business CombinationCompany’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. The Insider Shares shall be released upon notice to the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Insider Shares Escrow Period, the Escrow Agent shall disburse such amount of each Initial Securityholder’s Insider Shares to such Initial Securityholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider Shares; provided further, however, that if, subsequent to the Company’s Business Combination, the Company (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders of such entity having the right to exchange their shares of Common Stock Ordinary Shares for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicable, release the Insider Shares to the Initial Securityholders. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation of the Insider Shares in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 1,950,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 487,500 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 1,950,000 minus the number of shares of Common Stock Ordinary Shares purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,0001,950,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold the Insider Founders’ Shares during and Private Placement Shares until the period (the “Insider Shares Escrow Period”) commencing on the date hereof and (i) for 50% of the Insider Shares, ending on the earlier of (x) six months after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the date first anniversary of the consummation of a Business Combination. The Insider Shares Combination (as such term is defined in the amended and restated memorandum and articles of association of the Company) and shall be released upon notice hold the Private Placement Warrants until the 30th day after the consummation of a Business Combination (each such period, an “Escrow Period”); provided, however, that if the over-allotment granted to the Underwriters pursuant to the Underwriting Agreement is not exercised in full prior to the expiration of the over-allotment option, then the Escrow Agent by any Initial Securityholder or shall release to the Company that such number of Founders’ Shares as directed in writing by the foregoing requirements have been metCompany. The Company shall promptly provide written notice of the consummation of a Business Combination to the Escrow Agent. Upon the completion of the Insider Shares each Escrow Period, the Escrow Agent shall automatically disburse such amount the applicable Escrow Securities to each Private Investor upon receipt of each Initial Securityholder’s Insider Shares to such Initial Securityholderwritten request therefor from the Company; provided, however, that in the event the Closing does not occur prior to the two-year anniversary of the Effective Date, then the Escrow Agent shall promptly release the Escrow Securities to the Private Investors; provided further, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being has been liquidated at any time prior to the Company completing its initial Business Combination during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider SharesFounders’ Shares and the Private Placement Warrants and shall promptly release the Private Placement Shares to the Sponsor; provided further, however, that if, subsequent to the Company’s Business Combination, if the Company (or the surviving entity) subsequently consummates completes a liquidation, merger, stock share exchange or other similar transaction after its initial Business Combination which results in all of the shareholders of such entity the Company having the right to exchange their ordinary shares of Common Stock for cash, securities or other property, then the Escrow Agent willshall, upon receipt of a written notice executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of the Company, certificate in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicableexecuted by the Chief Executive Officer of the Company, release the Insider Shares Escrow Securities to the Initial SecurityholdersPrivate Investors on the date on which the transaction is completed; and provided further, however, that if subsequent to the consummation of a Business Combination, the last sale price of the Company's ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, the Founders' Shares shall be released from escrow. The Escrow Agent shall act as soon as reasonably possible following the receipt of the certificate, and shall not be held liable for any delay in sending the Escrow Securities caused by the late receipt of the certificate. The Escrow Agent shall have no further duties hereunder with respect to the Escrow Securities after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold the Insider Shares during the period (the “Insider Shares Escrow Period”) commencing on Securities until the date hereof and (i) for 50% of the Insider Shares, ending on the earlier of (x) six months that is one year after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the date of the consummation of a Business Combination. The Insider Shares shall be released upon notice to the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation of a Business Combination to (as defined in the Company’s amended and restated certificate of incorporation) (“Escrow Agent. Upon completion Period”), on which date it shall, upon written instructions from each Initial Stockholder, disburse each of the Insider Shares Initial Stockholder’s Escrow Period, the Escrow Agent shall disburse such amount of each Initial Securityholder’s Insider Shares Securities (and any applicable stock power) to such Initial SecurityholderStockholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider SharesEscrow Securities held pursuant to this agreement; provided, further, that if the Underwriters do not exercise their over-allotment option to purchase an additional 918,750 Units of the Company (as described in the Prospectus) in full, the Initial Stockholders agree that no later than by the end of the 45-day period in which the Underwriters may exercise their over-allotment option, the Company shall give the Escrow Agent written notice with respect to the amount, if any, of the over-allotment that was exercised by the Underwriters and, upon such notice, the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Escrow Securities and Escrow Warrants held by each Initial Stockholder determined by multiplying (a) the product of (i) 229,687, multiplied by (ii) a fraction, (x) the numerator of which is the number of Escrow Securities held by each Initial Stockholder, and (y) the denominator of which is the total number of Escrow Securities, by (b) a fraction, (i) the numerator of which is 918,750 minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 918,750; provided further, however, that if, subsequent to after the Company consummates a Business Combination (as such term is defined in the Company’s Business Combinationamended and restated certificate of incorporation), the Company (i) it (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders stockholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other propertyproperty or (ii) the last sales price of the Common Stock equals or exceeds $11.50 per share for any 20 trading days within any 30-trading day period after the consummation of the Business Combination, then the Escrow Agent will, upon receipt of a written notice certificate, executed by the Chairman of the Board, Chief Executive Officer President or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicable, release the Insider Shares Escrow Securities to the Initial SecurityholdersStockholders. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if If the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units Company consummates a Business Combination in which more than a total of 35% of the shares of Common Stock sold in the IPO are either (i) purchased by the Company in full within 45 days prior to the consummation of such Business Combination or (ii) voted by the date holders of the Prospectus such shares against a proposed Business Combination with a corresponding exercise of conversion rights and such Business Combination is consummated (each as described more fully in the Underwriting AgreementProspectus), the Initial Securityholders agree that the Escrow Agent shall shall, upon receipt of written instructions from the Company, return to the Company for cancellation, at no cost, cancellation the number of Insider Shares held by each Escrow Securities which results in the Initial Stockholders collectively owning no more than 27.9% of the Company’s outstanding shares of Common Stock immediately prior to the consummation of such holder determined by multiplying Business Combination (a) without giving effect to any shares of Common Stock that might be issued in connection with the product of (i) 375,000 multiplied by (ii) a fraction, (x) Business Combination). Such instructions shall set forth both the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the aggregate number of shares of Common Stock that were purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option are being converted into cash and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent Securities to transfer the said Insider Shares on the books of be delivered to the Company with full power of substitution in the premisesfor cancellation.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold the Insider Shares during the period (the “Insider Shares Escrow Period”) commencing on the date hereof and (i) for 50% of hold the Insider SharesEscrow Securities, ending on excluding the Placement Warrants, until the earlier of (x) six months after 2 ½ years from the date of the consummation close of the Company’s initial public offering (“IPO”) or until six months after the consummation of a business combination (combination, as described in the Registration Statement, hereinafter a Statement (the “Business Combination”) and (yii) hold the date on which Placement Warrants until the closing price earlier of 2 ½ years from the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after close of the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the date of IPO or until the consummation of a Business Combination. The Insider Shares shall be released upon notice to time that the Escrow Agent by any Initial Securityholder or Securities are held in escrow pursuant to this Agreement is referred to herein as the Company that (“Escrow Period”). On the foregoing requirements have been met. The Company shall promptly provide written notice expiration of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Insider Shares applicable Escrow Period, the Escrow Agent shall shall, upon written instructions from the Company, disburse such amount each of each Initial Securityholderthe Private Investor’s Insider Shares Escrow Securities to such Initial SecurityholderPrivate Investor; provided, however, that if the Underwriters do not exercise their over-allotment option in full, up to 140,625 of the Escrow Securities shall be released to the Company upon written instruction from the Company; provided, further, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider Shares; Escrow Securities and, provided further, however, that if, subsequent to after the Company’s Company consummates a Business Combination, the Company it (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the its shareholders of such entity having the right to exchange their shares of Common Stock Ordinary Shares or warrants for cash, securities or other property, then the Escrow Agent will, upon receipt consummation of such transaction, release the Escrow Securities to the Private Investors so that they can similarly participate. Upon written instructions from the Company advising that (i) the extended period, as described in the Registration Statement (the “Extended Period”) has been approved, or (ii) a written notice executed by the Chairman Business Combination has been consummated, and that public stockholders holding in excess of 35% of the BoardOrdinary Shares issued pursuant to the Registration Statement exercise the right to redeem their shares for cash as described in the Registration Statement, Chief Executive Officer or other authorized officer the Escrow Agent will release and deliver to the Company for cancellation on a pro rata basis certificates representing that number of Escrow Securities which results in the Private Investors collectively owning no more then 20% of the Company, in form reasonably acceptable ’s outstanding Ordinary Shares immediately prior to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicable, release consummation of the Insider Shares Business Combination after giving effect to the Initial Securityholdersredemption. Such instructions shall be set forth both the number of shares the Company is redeeming and the number of Escrow Securities to be delivered to the Company for cancellation. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold the Insider Shares during the period (the “Insider Shares Escrow Period”) commencing on the date hereof and (i) for 50% of hold the Insider Shares, ending on the earlier of (x) six months Escrow Shares until one year after the date of the consummation of the Company’s initial a business combination (combination, as described in the Registration Statement, hereinafter a Statement (the “Business Combination”) and (y) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for hold the remaining 50% of the Insider Shares, ending six months after the date of Escrow Warrants until the consummation of a Business Combination. The Insider Shares shall be released upon notice to time that the Escrow Agent by any Initial Securityholder Warrants or the Company that Escrow Shares are held in escrow pursuant to this Agreement is referred to herein as the foregoing requirements have been met(“Escrow Period”). The Company shall promptly provide written notice On the expiration of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Insider Shares applicable Escrow Period, the Escrow Agent shall disburse such amount of shall, upon written instructions from each Initial SecurityholderStockholder, disburse each of the Initial Stockholder’s Insider Shares Escrow Securities to such Initial SecurityholderShareholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider Shares; Escrow Securities and, provided further, however, that if, subsequent to the Company’s Business Combination, after the Company consummates a Business Combination , it (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders of such entity its stockholders having the right to exchange their shares of Common Stock Ordinary Shares or warrants for cash, securities or other property, then the Escrow Agent will, upon receipt consummation of a written notice executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicabletransaction, release the Insider Shares Escrow Securities to the Initial SecurityholdersStockholders so that they can similarly participate. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold each of the Insider Shares during Escrow Securities until the termination of the Escrow Period (as defined below). The “Escrow Period” shall be the period (the “Insider Shares Escrow Period”) commencing beginning on the date hereof the certificates representing the Escrow Securities are deposited with the Escrow Agent and (i) for 50% of the Insider Shares, ending on the earlier of (x) six months after such time as the date of the consummation last sales price of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) the date on which the closing price of the Common Stock equals or exceeds $12.50 13.00 per share (as adjusted for stock splits, stock dividends, reorganizations reorganizations, recapitalizations and recapitalizationsthe like) for any 20 trading days within any 3030 trading-trading day period commencing after period, or (y) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for consideration in cash, securities or other property which equals or exceeds $13.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like); provided, however, that in the event neither (x) nor (y) has occurred within four years following the consummation of the Company’s initial Business Combination and business combination (ii) for the remaining 50% of “Founder Earnout Deadline”), the Insider Shares, ending six months after Escrow Securities shall be forfeited. On the termination date of the consummation of a Business Combination. The Insider Shares shall be released upon notice to the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Insider Shares Escrow Period, the Escrow Agent shall shall, upon written instructions from the Company, disburse such amount of each the Escrow Securities to the Initial Securityholder’s Insider Shares to such Initial SecurityholderHolders; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that (i) up to an aggregate of [73,171] of the Company is being liquidated at any time during Escrow Securities have been forfeited because the Insider Shares Underwriters did not exercise their over-allotment option in full or (ii) the Escrow PeriodSecurities have been forfeited because neither (x) nor (y) above occurred on or before the Founder Earnout Deadline, then the Escrow Agent shall promptly destroy the certificates representing the Insider Shares; provided furthersuch forfeited Escrow Securities. In addition, however, that if, subsequent notwithstanding anything to the Company’s Business Combinationcontrary contained herein, the Escrow Agent shall disburse the Escrow Securities to the Initial Holders upon being notified by the Company (or that the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction trust account into which results in substantially all of the shareholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice executed by the Chairman proceeds of the Board, Chief Executive Officer or other authorized officer of IPO has been deposited as described in the Company, in form reasonably acceptable Prospectus (the “Trust Account”) is being liquidated because the Company has been unable to consummate its initial business combination within the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicable, release the Insider Shares to the Initial Securityholdersrequired time frame. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Except as set forth herein and in Section 3.2 below, the Escrow Agent shall hold the Insider Shares during the period (the “Insider Shares Escrow Period”) commencing on the date hereof and (i) for 50% of the Insider Shares, ending on Securities until the earlier of (x) six months after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (ya) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the date of the consummation of a Business Combination. The Insider Shares shall be released upon notice to the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice first anniversary of the consummation of a Business Combination to (as such term is defined in the Escrow Agent. Upon completion Certificate of Incorporation of the Insider Shares Company) by the Company and (b) the third anniversary of the Effective Date (the "Escrow Period"), the Escrow Agent shall disburse such amount of on which date it shall, upon written instructions from each Initial Securityholder’s Insider Shares Stockholder, disburse each of the Initial Stockholder's Escrow Securities to such Initial SecurityholderStockholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider SharesEscrow Securities. and; provided further, however, that if, subsequent to the Company’s Business Combination, after the Company consummates a business combination (as such term is defined in the Prospectus), it (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders stockholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice certificate, executed by the Chairman of the Board, Chief Executive Officer or other authorized officer Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicableconsummated, release the Insider Shares Escrow Securities to the Initial SecurityholdersStockholders upon consummation of the transaction so that they can similarly participate. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if Upon written instructions from the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units Company advising that a Business Combination has been consummated and that one or more of the Company in full within 45 days of public stockholders has determined to exercise the date of the Prospectus (as right to redeem their shares for cash described in the Underwriting Agreement)Registration Statement, the Initial Securityholders agree that the Escrow Agent shall return will release and deliver to the Company for cancellation, at no cost, the cancellation on a pro rata basis certificates representing that number of Insider Shares held escrow shares of Common Stock (not to exceed 100,000 in the aggregate) which is equal to the quotient obtained by each such holder determined by multiplying (a) the product of dividing (i) 375,000 multiplied the total number of shares redeemed by (ii) a fraction16.10. By way of illustration, (x) the numerator for each 16 shares redeemed, one share of which is Common Stock will be surrendered for cancellation. Such instructions set forth both the number of Insider Shares held by each such holder, shares the Company is redeeming and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to be delivered to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premisesfor cancellation.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold the Insider Shares during the period (the “Insider Shares Escrow Period”) commencing on the date hereof and (i) for 50% of the Insider Shares, ending on the earlier of (x) six months Securities listed in Exhibit A until one year after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the date of the consummation of a Business Combination. The Insider Shares shall be released upon notice to the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation of a Business Combination to and shall hold the Escrow Agent. Upon completion Securities in Exhibit B until the consummation of a Business Combination (as defined in the Registration Statement) (“Escrow Period”), on which date it shall, upon written instructions from each Initial Stockholder, disburse each of the Insider Shares Initial Stockholder’s Escrow Period, the Escrow Agent shall disburse such amount of each Initial Securityholder’s Insider Shares Securities (and any applicable stock power) to such Initial SecurityholderStockholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider SharesEscrow Securities; provided further, however, that if, subsequent to the Company’s Business Combination, after the Company consummates a Business Combination (as such term is defined in the Registration Statement), it (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders stockholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice certificate, executed by the Chairman of the Board, Chief Executive Officer President or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that states that such transaction is then being consummated or such conditions have been achieved, as applicableconsummated, release the Insider Shares Escrow Securities to the Initial SecurityholdersStockholders upon consummation of the transaction so that they can similarly participate. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold the Insider Shares during the period (the “Insider Shares Escrow Period”) commencing on the date hereof and shall: (i) for 50% hold the Initial Common Stock until the third anniversary of the Insider SharesEffective Date, ending on and (ii) hold the Class A Units (including the Common Stock and Class A Warrants underlying the Class A Units) until the earlier of (x) six months after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (ya) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the date of the consummation of a Business Combination. The Insider Shares shall be released upon notice to the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation completion of a Business Combination to (as defined in the Escrow Agent. Upon completion Prospectus) or (b) liquidation of the Insider Shares Escrow Period, Trust Account (as defined in the Investment Management Trust Agreement between the Escrow Agent shall disburse such amount of and the Company) (“Escrow Period”), on which date it shall, upon written instructions from each Initial SecurityholderShareholder, disburse each of the Initial Shareholder’s Insider Shares Escrow Securities to such Initial SecurityholderShareholder; provided, however, that if the Escrow Agent is notified by if, after the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider Shares; provided further, however, that if, subsequent to the Company’s consummates a Business Combination, the Company it (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders stockholders of such entity having the right to exchange their shares of Common Stock securities for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice certificate, executed by the Chairman of the Board, Chief Executive Officer or other authorized officer Chairman of the Board of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicableconsummated, release the Insider Shares Escrow Securities to the Initial SecurityholdersShareholders upon consummation of the transaction so that they can similarly participate; provided further that the time period set forth above may be waived by either of the Representatives. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold the Insider Escrow Shares during the period (the “Insider Shares Escrow Period”) commencing on until the date hereof and (i) for 50% of the Insider Shares, ending on the earlier of (x) six months that is one year after the date of completion of an Initial Business Combination (as defined in the consummation Warrant Agreement) and the Sponsors' Warrants until the date that is 30 days after the date of completion of an Initial Business Combination (in each case, the "Escrow Period"), on which respective dates it shall, upon written instructions from the Company's General Counsel or Chief Executive Officer, disburse the Escrow Shares (and any applicable stock power) or Sponsors' Warrants, as the case may be, to the Initial Stockholders; provided, however, that at the end of the Company’s initial business combination 30-day period in which the Underwriters may exercise their over-allotment to purchase an additional 2,250,000 Units of the Company (as described in the Registration Statement), hereinafter a “Business Combination”) and (y) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the date of the consummation of a Business Combination. The Insider Shares Company shall be released upon notice to give the Escrow Agent by any Initial Securityholder or notice with respect to the Company that the foregoing requirements have been met. The Company shall promptly provide written notice amount, if any, of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Insider Shares Escrow Period, the Escrow Agent shall disburse such amount of each Initial Securityholder’s Insider Shares to such Initial Securityholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider Shares; provided further, however, that if, subsequent to the Company’s Business Combination, the Company (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicable, release the Insider Shares to the Initial Securityholders. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation of the Insider Shares in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of that was exercised by the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement)Underwriters and, upon such notice, the Initial Securityholders Stockholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Escrow Shares held by each such holder Initial Stockholder determined by multiplying (a) the product of (i) 375,000 562,500, multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Escrow Shares held by each such holderInitial Stockholder, and (y) the denominator of which is the total number of Insider Escrow Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 2,250,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The 2,250,000; provided further, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated then the Escrow Agent shall promptly provide written notice destroy the certificates representing the Escrow Securities held pursuant to this Agreement; provided further, however, that if, after the Company consummates an Initial Business Combination, (i) it (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property or (ii) the Closing Price of the Common Stock (as defined in the Warrant Agreement) equals or exceeds $14.50 per share for any 20 trading days within any 30-trading day period, then the Escrow Agent will, upon receipt of a certificate, executed by the Chairman of the Board, Chief Executive Officer, President or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, that such transaction is then being consummated or such conditions have been achieved, as applicable, release the Escrow Shares to the Initial Stockholders. The Escrow Agent shall have no further duties hereunder after the disbursement or destruction of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters Escrow Securities in connection accordance with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premisesthis Section 3.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold the Insider Escrow Shares during the period (the “Insider Shares Escrow Period”) commencing on the date hereof and (i) for 50% of the Insider Shares, ending on the earlier of (x) six months until 180 days after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the date of the consummation of a Business Combination. The Insider Shares shall be released upon notice to the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation of a Business Combination to (as defined in the Registration Statement) and shall hold the Escrow Agent. Upon completion Warrants until such warrants become exercisable by their terms (“Escrow Period”), on which respective date it shall, upon written instructions from each Founder, disburse each of the Insider Founder’s Escrow Shares (and any applicable stock power) or Escrow PeriodWarrants, the Escrow Agent shall disburse such amount of each Initial Securityholder’s Insider Shares as applicable, to such Initial SecurityholderFounder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider Escrow Securities; provided, however, that if the Underwriters do not exercise their over-allotment option to purchase an additional 3,750,000 Units of the Company within 30 days of the date of the Prospectus (as described in the Underwriting Agreement), JLJ Partners, LLC agrees that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Escrow Shares and Escrow Warrants held by JLJ Partners, LLC determined by multiplying (a) the product of (i) 937,500, multiplied by (ii) a fraction, (x) the numerator of which is the number of Escrow Shares held by JLJ Partners, LLC, and (y) the denominator of which is the total number of Escrow Shares, by (b) a fraction, (i) the numerator of which is 3,750,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 3,750,000; provided further, however, that if, subsequent to the Company’s Business Combination, after the Company consummates a Business Combination (as such term is defined in the Registration Statement), (A) the last sales price of the Common Stock equals or exceeds $14.25 per share for any 20 trading days within any 30-trading day period commencing 90 days after such Business Combination or (B) it (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders stockholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice certificate, executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicable, release the Insider Escrow Shares to the Initial SecurityholdersFounders; provided, further, that the Escrow Warrants will be released from escrow in connection with (B) but only to the extent necessary to participate in such exchange. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold each of the Insider Escrow Shares during and the Private Warrants until the termination of the Escrow Period (as defined below). In the case of the Escrow Shares, the “Escrow Period” shall be the period (the “Insider Shares Escrow Period”) commencing beginning on the date hereof the certificates representing the Escrow Shares are deposited with the Escrow Agent and (i) for 50% of the Insider Shares, ending on the earlier of (x) six months after the date first anniversary of the consummation completion of the Company’s initial business combination (as described such term is defined in the Registration Statement), hereinafter a “Business Combination”) and (y) such time subsequent to the date on which Company’s initial business combination as the closing last sales price of the Company’s Common Stock equals or exceeds $12.50 12.00 per share (as adjusted for stock splits, stock dividends, reorganizations reorganizations, recapitalizations and recapitalizationsthe like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial business combination, or (z) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the Company’s initial Business Combination and (ii) for the remaining 50% business combination that results in all of the Insider SharesCompany’s stockholders having the right to exchange their shares of Common Stock for cash, ending six months securities or other property. In the case of Private Warrants, the “Escrow Period” shall be 30 days after completion of the initial business combination. The Private Warrants will not be transferable, assignable or saleable until such time. On the termination date of the consummation of a Business Combination. The Insider Shares shall be released upon notice to the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Insider Shares Escrow Period, the Escrow Agent shall shall, upon written instructions from the Company, disburse such amount of each the Escrow Securities to the Initial Securityholder’s Insider Shares to such Initial SecurityholderHolders; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 6.6 hereof that up to an aggregate of 937,500 of the Company is being liquidated at any time during Escrow Shares have been forfeited because the Insider Shares Escrow Period, Underwriters did not exercise their over-allotment option in full then the Escrow Agent shall promptly destroy the certificates representing the Insider Shares; provided furthersuch Escrow Securities (or portion thereof, howeveras applicable). In addition, that if, subsequent notwithstanding anything to the Company’s Business Combinationcontrary contained herein, the Escrow Agent shall disburse the Escrow Securities to the Initial Holders upon being notified by the Company (or that the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction trust account into which results in substantially all of the shareholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice executed by the Chairman proceeds of the Board, Chief Executive Officer or other authorized officer IPO and the sale of the Company, Private Warrants has been deposited as described in form reasonably acceptable the Prospectus (the “Trust Account”) is being liquidated because the Company has been unable to consummate its initial business combination within the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicable, release the Insider Shares to the Initial Securityholdersrequired time frame. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold the Insider Shares during the period (the “Insider Shares Escrow Period”) commencing on the date hereof and (i) for 50% of the Insider Shares, ending on the earlier of (x) six months Securities until one year after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the date of the consummation of a Business Combination. The Insider Shares shall be released upon notice to business combination (the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Insider Shares “Escrow Period”), on which date, upon written instructions from each Initial Shareholder, the Escrow Agent shall disburse such amount of each Initial SecurityholderShareholder’s Insider Shares Escrow Securities (and any applicable stock power) to such Initial SecurityholderShareholder; provided, further, that if the Underwriters exercise their over-allotment option to purchase an additional 450,000 Units of the Company (as described in the Prospectus), the Initial Stockholders agree that no later than by the end of the 45-day period in which the Underwriters may exercise their over-allotment option, the Company shall give the Escrow Agent notice with respect to the amount, if any, of the over-allotment that was exercised by the Underwriters and, upon such notice, the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Escrow Securities held by each Initial Stockholder determined by multiplying (a) the product of (i) 112,500, multiplied by (ii) a fraction, (x) the numerator of which is the number of Escrow Securities held by each Initial Stockholder, and (y) the denominator of which is the total number of Escrow Securities, by (b) a fraction, (i) the numerator of which is 450,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 450,000; provided further, however, that if if, the Escrow Agent is notified by the Company pursuant to Section 6.7 6.6 hereof that the Company is being liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider SharesEscrow Securities; provided further, however, that if, subsequent to within one year after the Company’s Company consummates a Business CombinationCombination (as such term is defined in the Registration Statement), the Company (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders of such entity having the right to exchange their shares of Common Stock Ordinary Shares for cash, securities or other property, property then the Escrow Agent will, upon receipt of a written notice executed by the Chairman of the Board, Chief Executive Officer Vice Chairman or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicable, release the Insider Shares Escrow Securities to the Initial SecurityholdersShareholders. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold the Insider Shares during Escrow Securities until the period (the “Insider Shares Escrow Period”) commencing on the date hereof and (i) for 50% of the Insider Shares, ending on the earlier of (x) six months after the date first anniversary of the consummation of the Company’s initial acquisition by the Company of one or more banks, thrifts and their respective holding companies and other financial services organizations through a merger, capital stock exchange, asset acquisition, exchangeable share transaction, stock purchase or other similar business combination (as described the "Business Combination") (such period, the "Escrow Period"). The Company shall promptly provide notice of the consummation of any Business Combination to the Escrow Agent. On such first anniversary, the Escrow Agent shall, upon written instructions from each Initial Holder, disburse each Initial Holder's Escrow Securities to such Initial Holder; provided, however, that in the Registration Statementevent that the Closing does not occur, hereinafter a “Business Combination”) and (y) then the date on which Escrow Agent shall promptly release the closing price of Escrow Securities to the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splitsInitial Holders; provided further, stock dividendshowever, reorganizations and recapitalizations) for any 20 trading that if an Initial Holder does not provide written instructions within ninety days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the date first anniversary of the consummation of a Business Combination. The Insider Shares shall be released upon notice to the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Insider Shares Escrow Period, then the Escrow Agent shall disburse such amount of each Initial Securityholder’s Insider Shares to deliver such Initial SecurityholderHolder's Escrow Securities to the care of the Company; providedprovided further, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 6.6 hereof that the Company is being has been liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider SharesEscrow Securities; provided further, however, that if the consummation of a Business Combination takes the form of a merger, stock exchange or other similar transaction which results in any of the security holders of the Company having the right to exchange their securities for other securities, then the Escrow Agent shall, upon receipt of a certificate in form reasonably acceptable to the Escrow Agent, executed by the Chief Executive Officer or Chief Financial Officer of the Company, release the Escrow Securities to the Initial Holders immediately prior and subject to consummation of the Business Combination so that they can similarly participate, and upon receipt thereof, the Initial Holders shall deposit such securities into escrow with the Escrow Agent for the remainder of the Escrow Period; and provided further, however, that if, subsequent to the Company’s Business Combination, after the Company (consummates a Business Combination and the Company or the surviving entity) entity of such Business Combination subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all any of the shareholders security holders of the Company or such entity having the right to exchange their shares of Common Stock securities for cash, securities or other property, then the Escrow Agent willshall, upon receipt of a written notice executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of the Company, certificate in form reasonably acceptable to the Escrow Agent, certifying executed by the Chief Executive Officer or Chief Financial Officer of the Company, that such transaction is then being consummated or such conditions have been achieved, as applicableconsummated, release the Insider Shares Escrow Securities to the Initial SecurityholdersHolders immediately prior and subject to consummation of the transaction so that they can similarly participate. The Escrow Agent shall act as soon as reasonably possible following the receipt of the certificate, and shall not be held liable for any delay in sending the Initial Escrow Shares caused by the late receipt of the certificate. The Escrow Agent shall have no further duties hereunder with respect to the Escrow Securities after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold the Insider Escrow Shares during and the Private Warrants until the termination of their respective Escrow Period (as defined below). In the case of the Escrow Shares, the “Escrow Period” shall be the period (the “Insider Shares Escrow Period”) commencing beginning on the date hereof the certificates representing the Shares are deposited with the Escrow Agent and (i) for 50% of the Insider Shares, ending on the date that is the earlier of (xi) six months two (2) years after the effective date of the Company’s Registration Statement with respect to its initial public offering (the “IPO”) of its securities (but in no event prior to the consummation of the initial Business Combination), or (ii) one year following consummation of its initial Business Combination. In the case of the Private Warrants, the “Escrow Period” shall be the period beginning on the date the certificates representing the Private Warrants are deposited with the Escrow Agent and ending on the day after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) . On the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the termination date of the consummation of a Business Combination. The Insider Shares shall be released upon notice to the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Insider Shares applicable Escrow Period, the Escrow Agent shall shall, upon receiving written instructions from a duly authorized officer of the Company, disburse such amount each of each the Initial Securityholder’s Insider Shares Holders’ Escrow Securities to such Initial SecurityholderHolder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider SharesEscrow Securities; and, provided further, however, that if, subsequent to after the Company’s Company consummates its initial Business Combination, the Company it (or the surviving entity) subsequently consummates a liquidation, merger, stock share exchange or other similar transaction which results in all of the its shareholders of such entity having the right to exchange their shares of Common Stock Ordinary Shares for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice notice, executed by the Chairman of the BoardChairman, Chief Executive Officer or other authorized officer Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicableconsummated, release the Insider Escrow Shares to the Initial SecurityholdersShareholders so that they can similarly participate. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation destruction of the Insider Escrow Shares in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold each of the Insider Escrow Shares during and the Private Warrants until the termination of their respective Escrow Periods (as defined below). In the case of the Escrow Shares, the “Escrow Period” shall be the period (the “Insider Shares Escrow Period”) commencing beginning on the date hereof the certificates representing the Escrow Shares are deposited with the Escrow Agent and ending (ia) for 50% of with respect to the Insider Founder Shares, ending on the earlier of (x) six months after the date first anniversary of the consummation completion of the Company’s initial business combination (as described such term is defined in the Registration Statement), hereinafter a “Business Combination”) and (y) such time subsequent to the date on which Company’s initial business combination as the closing last sales price of the Company’s Common Stock equals or exceeds $12.50 12.00 per share (as adjusted for stock splits, stock dividends, reorganizations reorganizations, recapitalizations and recapitalizationsthe like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (z) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the Company’s initial Business Combination business combination that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property, and (iib) with respect to the Founder Earnout Shares, on the earlier of (x) the third anniversary of the completion of the Company’s initial business combination as the last sales price of the Company’s Common Stock equals or exceeds $13.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period or (y) the remaining 50% date on which the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Insider SharesCompany’s stockholders having the right to exchange their shares of common stock for consideration in cash, securities or other property which equals or exceeds $13.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like); provided, that in the event neither (x) nor (y) has occurred within three years following the consummation of the Company’s initial business combination (the “Second Tranche Deadline”), the Second Tranche Shares shall be forfeited. In the case of the Private Warrants, the “Escrow Period” shall be the period beginning on the date the certificates representing the Private Warrants are deposited with the Escrow Agent and ending six months after on the 30th day following the date of the consummation of a Business Combinationthe Company’s initial business combination. The Insider Shares shall be released upon notice to On the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice termination date of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Insider Shares applicable Escrow Period, the Escrow Agent shall shall, upon written instructions from the Company, disburse such amount of each the Escrow Securities to the Initial Securityholder’s Insider Shares to such Initial SecurityholderHolders; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that (i) up to an aggregate of 576,220 of the Company is being liquidated at any time during Escrow Shares have been forfeited because the Insider Underwriters did not exercise their over-allotment option in full or (ii) the Second Tranche Shares Escrow Periodhave been forfeited because neither (x) nor (y) above occurred on or before the Second Tranche Deadline, then the Escrow Agent shall promptly destroy the certificates representing the Insider Shares; provided furthersuch Escrow Securities (or portion thereof, howeveras applicable). In addition, that if, subsequent notwithstanding anything to the Company’s Business Combinationcontrary contained herein, the Escrow Agent shall disburse the Escrow Securities to the Initial Holders upon being notified by the Company (or that the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction trust account into which results in substantially all of the shareholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice executed by the Chairman proceeds of the Board, Chief Executive Officer or other authorized officer IPO and the sale of the Company, Private Warrants has been deposited as described in form reasonably acceptable the Prospectus (the “Trust Account”) is being liquidated because the Company has been unable to consummate its initial business combination within the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicable, release the Insider Shares to the Initial Securityholdersrequired time frame. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold each of the Insider Escrow Shares during and the Private Warrants until the termination of their respective Escrow Period (as defined below). In the case of the Escrow Shares, the “Escrow Period” shall be the period (the “Insider Shares Escrow Period”) commencing beginning on the date hereof the certificates representing the Escrow Shares are deposited with the Escrow Agent and ending on the date that is one year following the consummation of the initial Business Combination or earlier if, subsequent to the Business Combination the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company stockholders having the right to exchange their shares of Common Stock for cash, securities or other property; provided however, that the Escrow Shares will be released from escrow (i1) for with respect to 50% of such shares, if the Insider Sharesclosing price of the Company’s common stock equals or exceeds $12.00 for any 20 trading days within a 30-trading day period subsequent to the Business Combination, ending and (2) with respect to 50% of such shares, if the closing price of the Company’s common stock equals or exceeds $15.00 for any 20 trading days within a 30-trading day period subsequent to the Business Combination. The term “Business Combination” shall mean the Company’s acquisition, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination, one or more operating businesses or assets or control of such operating business or businesses or assets through contractual arrangements. In the case of the Private Warrants, the “Escrow Period” shall be the period beginning on the earlier of (x) six months after date the certificates representing the Private Warrants are deposited with the Escrow Agent and ending 30 days following the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) . On the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the termination date of the consummation of a Business Combination. The Insider Shares shall be released upon notice to the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Insider Shares applicable Escrow Period, the Escrow Agent shall shall, upon written instructions from the Company, disburse such amount of each the Escrow Securities to the Initial Securityholder’s Insider Shares to such Initial SecurityholderStockholders; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 6.6 hereof that up to 150,000 of the Company is being liquidated at any time during the Insider Escrow Shares Escrow Periodhave been forfeited, then the Escrow Agent shall promptly destroy the certificates representing the Insider Shares; provided further, however, that if, subsequent to the Company’s Business Combination, the Company such Escrow Shares (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achievedportion thereof, as applicable, release the Insider Shares to the Initial Securityholders). The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold the Insider Escrow Shares during until the period date that is one year after the consummation of an Initial Business Combination (as defined in the Warrant Agreement) and the Sponsors’ Warrants until the date that is 30 days after the consummation of an Initial Business Combination (in each case, the “Insider Shares Escrow Period”) commencing on the date hereof and (i) for 50% of the Insider Shares), ending on the earlier of (x) six months after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splitsdate it shall, stock dividendsupon written instructions from each Initial Stockholder, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the date of the consummation of a Business Combination. The Insider Shares shall be released upon notice to disburse the Escrow Agent by Shares (and any Initial Securityholder applicable stock power) or Sponsors’ Warrants, as the Company that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Insider Shares Escrow Periodcase may be, the Escrow Agent shall disburse such amount of each Initial Securityholder’s Insider Shares to such Initial SecurityholderStockholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider SharesEscrow Securities held pursuant to this Agreement; provided further, however, that if, subsequent to after the Company’s Company consummates an Initial Business Combination, the Company (i) it (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders stockholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other propertyproperty or (ii) the Closing Price of the Common Stock (as defined in the Warrant Agreement) equals or exceeds $11.50 per share for any 20 trading days within any 30-trading day period, then the Escrow Agent will, upon receipt of a written notice certificate, executed by the Chairman of the Board, Chief Executive Officer President or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicable, release the Insider Escrow Shares to the Initial SecurityholdersStockholders. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 (a) The Escrow Agent shall hold the Insider Escrow Shares during until (a) the period (the “Insider Shares Escrow Period”) commencing on the date hereof and (i) for 50% expiration of the Insider Shares, ending on the earlier of (x) six months after the date of the one year from consummation of the Company’s initial business combination Business Combination (as described such term is defined in the Registration StatementCertificate of Incorporation of the Company), hereinafter or (b) any time after six months from consummation of a “Business Combination”) and (y) Combination if the date on which the closing volume weighted average price of the Common Stock equals or exceeds $12.50 11.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-30 trading day period commencing after (the Company“Escrow Shares Escrow Period”), on which date it shall, upon written instructions from each Initial Stockholder, disburse each of the Initial Stockholder’s initial Business Combination Escrow Shares to such Initial Stockholder; provided, however, that (i) upon receipt of joint written notice from the Company and the Initial Stockholders that some or all of the Forfeitable Shares have been forfeited pursuant to the Share Forfeiture Agreement, the Escrow Agent will release to the Company all of the stock certificates evidencing Forfeitable Shares (it being understood that, if the Company has elected to purchase less than all of the Forfeitable Shares, it shall (A) issue new stock certificates, registered to each of the Initial Stockholders, representing the Forfeitable Shares held by each Initial Stockholder which have not be so purchased, and (iiB) for the remaining 50% of the Insider Shares, ending six months after the date of the consummation of a Business Combination. The Insider Shares shall be released upon notice deliver such new stock certificates to the Escrow Agent to hold pursuant to this Agreement), (ii) if the Escrow Agent is notified by any Initial Securityholder or the Company pursuant to Section 6.7 hereof that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation of a Business Combination to is being liquidated at any time during the Escrow Agent. Upon completion of the Insider Shares Escrow Period, then immediately prior to the effectiveness of such liquidation, the Escrow Agent shall disburse promptly destroy the certificates representing the Escrow Shares and the Escrow Shares shall no longer be considered to be issued and outstanding securities of the Company, and (iii) if, after the Company consummates a Business Combination (as such amount term is defined in the Registration Statement), it (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of each Initial Securityholder’s Insider the stockholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a certificate, executed by the Chairman, Chief Executive Officer or Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, that such transaction is then being consummated, release the Escrow Shares to the Initial Stockholders upon consummation of the transaction so that they can similarly participate. The Escrow Agent shall have no further duties hereunder after the disbursement or destruction of the Escrow Shares in accordance with this Section 3(a). (b) The Escrow Agent shall hold the Founding Director Warrants until such Initial Securityholderdate that is six (6) months following the date that the Company consummates a Business Combination (as such term is defined in the Registration Statement) (the “Founding Director Warrants Escrow Period”); provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Insider Shares Founding Director Warrants Escrow Period, then immediately prior to the effectiveness of such liquidation, the Escrow Agent shall promptly destroy the certificates representing the Insider Shares; provided further, however, that if, subsequent to Founding Director Warrants and the Company’s Business Combination, the Company (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders of such entity having the right to exchange their shares of Common Stock for cash, Founding Director Warrants shall no longer be considered issued and outstanding securities or other property, then the Escrow Agent will, upon receipt of a written notice executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicable, release the Insider Shares to the Initial Securityholders. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation destruction of the Insider Shares Founding Director Warrants in accordance with this Section 33(b). 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold the Insider Shares during the period (the “Insider Shares Escrow Period”) commencing on the date hereof and (i) for 50% of the Insider Shares, ending on the earlier of (x) six months after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) the date on which Securities until one year from the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the date of the consummation of a Business Combination. The Insider Shares shall be released upon notice to the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation of a Business Combination to the (“Escrow Agent. Upon completion Period”), on which date it shall, upon written instructions from each Initial Stockholder, disburse each of the Insider Shares Initial Stockholder’s Escrow Period, the Escrow Agent shall disburse such amount of each Initial Securityholder’s Insider Shares Securities to such Initial SecurityholderStockholder; provided, however, that if the Underwriters do not exercise their over-allotment option in full, up to 1,406,250 of Escrow Securities shall be released to the Company upon written instruction from the Company; provided, further, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 6.6 hereof that the Company is being liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider SharesEscrow Securities; provided further, however, that if, subsequent to after the Company’s Company consummates a Business Combination, the Company it (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders its stockholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice certificate, executed by the Chairman of the BoardChairman, Chief Executive Officer or other authorized officer Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicableconsummated, release the Insider Shares Escrow Securities to the Initial SecurityholdersStockholders upon consummation of such transaction so that they can similarly participate. Upon written instructions from the Company advising that a Business Combination has been consummated and that public stockholders holding in excess of 20% of the shares of Common Stock issued pursuant to the Registration Statement exercise the right to redeem their shares for cash as described in the Registration Statement, the Escrow Agent will release and deliver to the Company for cancellation on a pro rata basis certificates representing that number of Escrow Securities (up to a maximum of 1,171,875) which results in the Initial Stockholders collectively owning no more then 23.81% of the Company’s outstanding Common Stock immediately prior to the consummation of the Business Combination after giving effect to the redemption. Such instructions shall be set forth both the number of shares the Company is redeeming and the number of Escrow Securities to be delivered to the Company for cancellation. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold the Insider Shares Escrow Securities during the period (the “Insider Shares Escrow Period”) commencing on the date hereof and (i) for 50% of each of the Insider SharesEscrow Shares and the Escrow Units held by each Initial Shareholder, ending on until the earlier of (xa) six months after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and ); or (yb) the date on which the closing price of the Common Stock Ordinary Shares equals or exceeds $12.50 per share (as adjusted for stock share splits, stock share dividends, reorganizations reorganizations, recapitalizations and recapitalizationsthe like) for any 20 trading days within any 30-trading day period commencing after the Company’s initial a Business Combination and (ii) for the remaining 50% of the Insider SharesEscrow Securities, ending until six months after the date of the consummation of a Business Combination. The Insider Shares shall be released upon notice to the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Insider Shares Escrow Period, the Escrow Agent shall disburse such amount of each Initial SecurityholderShareholder’s Insider Shares Escrow Securities (and any applicable stock power) to such Initial SecurityholderShareholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider SharesEscrow Securities; provided further, however, that if, subsequent to within the Company’s six months after the Company consummates a Business Combination, the Company (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders of such entity having the right to exchange their shares of Common Stock Ordinary Shares for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice executed by the Chairman Chair of the Board, Chief Executive Officer or other authorized officer of the Company, in a form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicable, release the Insider Shares Escrow Securities to the Initial SecurityholdersShareholders. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 900,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders Shareholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares Escrow Securities held by each such holder determined by multiplying (a) the product of (i) 375,000 900,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares Escrow Securities held by each such holder, and (y) the denominator of which is the total number of Insider SharesEscrow Securities, by (b) a fraction, (i) the numerator of which is 1,500,000 900,000 minus the number of shares of Common Stock Ordinary Shares purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000900,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold the Insider Escrow Shares during until the period date that is one year after the consummation of a Business Combination (as such term is defined in the Amended and Restated Certificate of Incorporation as in effect on the date hereof) and the Escrow Warrants until the completion of a Business Combination (each such period, an “Insider Shares Escrow Period”) commencing ), on the which date hereof and (i) for 50% it shall, upon written instructions from each Initial Stockholder, disburse each of the Insider SharesInitial Stockholder’s Escrow Securities to such Initial Stockholder; provided, ending on however, that at the earlier of (x) six months after the date end of the consummation 30-day period in which the Underwriters may exercise their over-allotment option to purchase an additional 3,750,000 Units of the Company’s initial business combination Company (as described in the Registration Statement), hereinafter a “Business Combination”) and (y) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the date of the consummation of a Business Combination. The Insider Shares Company shall be released upon notice to give the Escrow Agent by any Initial Securityholder or notice with respect to the Company that the foregoing requirements have been met. The Company shall promptly provide written notice amount, if any, of the consummation of a Business Combination to over-allotment that was exercised by the Escrow Agent. Upon completion of Underwriters and, upon such notice, the Insider Shares Escrow Period, Initial Shareholders agree that the Escrow Agent shall disburse return to the Company for cancellation, at no cost, such amount number of each Initial Securityholder’s Insider Shares to such Initial Securityholder; providedUnits as directed by the Company in writing, provided further, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Insider Shares each Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider SharesEscrow Securities; and, provided further, however, that if, subsequent to after the Company’s Company consummates a Business Combination, the Company (i) it (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of its stockholders, or the shareholders stockholders of such entity the surviving entity, having the right to exchange their shares of Common Stock for cash, securities or other propertyproperty or (ii) the closing price of the Common Stock equals or exceeds $14.25 per share for any 20 trading days within any 30-trading day period, then the Escrow Agent will, upon receipt of a written notice executed by from the Chairman of the Board, Chief Executive Officer or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying Company that such a transaction is then being consummated has occurred (in the case of (i)) or such conditions have condition has been achieved, as applicablemet (in the case of (ii)), release the Insider Escrow Common Shares to the Initial SecurityholdersStockholders. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold the Insider Shares during the period (the “Insider Shares Escrow Period”) commencing on the date hereof and (i) for 50% of the Insider Shares, ending on the earlier of (x) six months after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) the date on which Securities until one year from the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the date of the consummation of a Business Combination. The Insider Shares shall be released upon notice to the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation of a Business Combination to the (“Escrow Agent. Upon completion Period”), on which date it shall, upon written instructions from each Initial Stockholder, disburse each of the Insider Shares Initial Stockholder’s Escrow Period, the Escrow Agent shall disburse such amount of each Initial Securityholder’s Insider Shares Securities to such Initial SecurityholderStockholder; provided, however, that if the Underwriters do not exercise their over-allotment option in full, up to 937,500 of Escrow Securities shall be released to the Company upon written instruction from the Company; provided, further, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 6.6 hereof that the Company is being liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider SharesEscrow Securities; provided further, however, that if, subsequent to after the Company’s Company consummates a Business Combination, the Company it (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders its stockholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice certificate, executed by the Chairman of the BoardChairman, Chief Executive Officer or other authorized officer Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicableconsummated, release the Insider Shares Escrow Securities to the Initial SecurityholdersStockholders upon consummation of such transaction so that they can similarly participate. Upon written instructions from the Company advising that a Business Combination has been consummated and that public stockholders holding in excess of 20% of the shares of Common Stock issued pursuant to the Registration Statement exercise the right to redeem their shares for cash as described in the Registration Statement, the Escrow Agent will release and deliver to the Company for cancellation on a pro rata basis certificates representing that number of Escrow Securities (up to a maximum of 781,250) which results in the Initial Stockholders collectively owning no more then 23.81% of the Company’s outstanding Common Stock immediately prior to the consummation of the Business Combination after giving effect to the redemption. Such instructions shall be set forth both the number of shares the Company is redeeming and the number of Escrow Securities to be delivered to the Company for cancellation. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold the Insider Shares during the period (the “Insider Shares Escrow Period”) commencing on the date hereof and (i) for 50% of the Insider Shares, ending on the earlier of (x) six months after Warrants until the date of the consummation of a Business Combination by the Company’s initial business combination Company (as described in the Registration Statement, hereinafter a “Business Combination”"Warrants Escrow Period") and (y) the Escrow Agent shall hold the Escrow Units and the Escrow Shares until the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading that is 180 days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the date of the consummation of a Business Combination. The Insider Shares shall be released upon notice to Combination by the Company (the "Units Escrow Period" and, together with the Warrants Escrow Period, the "Escrow Period"), on which respective dates the Escrow Agent shall, upon written instructions from the Company or counsel to the Company, disburse each of the Private Investor's proper Escrow Securities to such Private Investor; provided, however, that in the event the Underwriters do not exercise in full the Over-Allotment Option, the Escrow Agent shall, upon receipt of a certificate, executed by any Initial Securityholder the Chief Executive Officer or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice Chief Financial Officer of the consummation of Company, in a Business Combination form reasonably acceptable to the Escrow Agent. Upon completion , certifying as to the redemption of the Insider Shares Escrow PeriodFounder Units as described in Section 2.1 hereof, release to the Escrow Agent shall disburse such amount Company the number of each Initial Securityholder’s Insider Shares Founder Units to such Initial Securityholderbe redeemed pursuant to Section 3 of the Founder Unit Subscription Agreement; provided, further, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof hereof, that the Company is being liquidated at any time during the Insider Shares Warrants Escrow Period or the Units Escrow Period, as applicable, then the Escrow Agent shall promptly destroy the certificates representing the Insider SharesEscrow Securities; provided further, however, that if, subsequent to after the Company’s Company consummates a Business Combination, the Company (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange exchange, asset or stock acquisition, exchangeable share transaction, joint venture or other similar transaction which results in all of the shareholders of such entity Company's stockholders having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice certificate, executed by the Chairman of the Board, Chief Executive Officer or other authorized officer Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicableconsummated, release the Insider Escrow Units and the Escrow Shares to the Initial SecurityholdersPrivate Investors upon consummation of the transaction so that they can similarly participate. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold the Insider Shares during the period (the “Insider Shares Escrow Period”) commencing on the date hereof and (i) for 50% of the Insider Shares, ending on the earlier of (x) six months after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) the date on which the closing price of the Common Stock Ordinary Share equals or exceeds $12.50 12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the date of the consummation of a Business Combination. The Insider Shares shall be released upon notice to the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Insider Shares Escrow Period, the Escrow Agent shall disburse such amount of each Initial Securityholder’s Insider Shares to such Initial Securityholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider Shares; provided further, however, that if, subsequent to the Company’s Business Combination, the Company (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders of such entity having the right to exchange their shares of Common Stock Ordinary Shares for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicable, release the Insider Shares to the Initial Securityholders. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation of the Insider Shares in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 1,200,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 300,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 1,200,000 minus the number of shares of Common Stock Ordinary Shares purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,0001,200,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises. 3.3 The Escrow Agent shall hold the Private Units during the period (the “Private Units Escrow Period”, and together with the “Insider Shares Escrow Period”, the “Escrow Periods”) commencing on the date hereof and ending on the date of the consummation of the Business Combination. The Private Units shall be released upon notice to the Escrow Agent by the Sponsor (as defined in the Prospectus) that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Private Units Escrow Period, the Escrow Agent shall disburse each Initial Securityholder’s Private Units to such Initial Securityholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Private Units. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation of the Private Units in accordance with this Section 3.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold the Insider Shares during Founder Units until the period (the “Insider Shares Escrow Period”) commencing on the date hereof and (i) for 50% of the Insider Shares, ending on the earlier of (x) six months after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the date first anniversary of the consummation of a Business Combination. The Insider Shares Combination (as such term is defined in the Amended and Restated Articles of Incorporation of the Company) and shall be released upon notice hold the Sponsor Warrants until the 90th day after the consummation of a Business Combination (each such period, an “Escrow Period”); provided, however, that if the over-allotment granted to the Underwriter pursuant to the Underwriting Agreement is not exercised in full prior to the expiration of the over-allotment option, then the Escrow Agent by any Initial Securityholder or shall release to the Company that such number of Founder Units as directed in writing by the foregoing requirements have been metCompany. The Company shall promptly provide written notice of the consummation of a Business Combination to the Escrow Agent. Upon the completion of the Insider Shares each Escrow Period, the Escrow Agent shall automatically disburse such amount the applicable Escrow Securities to each Private Investor upon receipt of each Initial Securityholder’s Insider Shares to such Initial Securityholderwritten request therefor from the Company; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being has been liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider SharesEscrow Securities; provided further, however, that if the consummation of a Business Combination takes the form of a merger, stock exchange or other similar transaction which results in any of the security holders of the Company having the right to exchange their securities for other securities, then the Escrow Agent shall, upon receipt of a certificate in form reasonably acceptable to the Escrow Agent, executed by the Chief Executive Officer of the Company, release the Escrow Securities to the Private Investors immediately prior and subject to consummation of the Business Combination so that they can similarly participate, and upon receipt of the securities issued in respect thereof in connection with the Business Combination, the Private Investors shall deposit such securities into escrow with the Escrow Agent for the remainder of the applicable Escrow Periods; and provided further, however, that if, subsequent to the Company’s Business Combination, after the Company (consummates a Business Combination and the Company or the surviving entity) entity of such Business Combination subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all any of the shareholders security holders of the Company or such entity having the right to exchange their shares of Common Stock securities for cash, securities or other property, then the Escrow Agent willshall, upon receipt of a written notice executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of the Company, certificate in form reasonably acceptable to the Escrow Agent, certifying executed by the Chief Executive Officer of the Company, that such transaction is then being consummated or such conditions have been achieved, as applicableconsummated, release the Insider Shares Escrow Securities to the Initial SecurityholdersPrivate Investors immediately prior and subject to consummation of the transaction so that they can similarly participate. The Escrow Agent shall act as soon as reasonably possible following the receipt of the certificate, and shall not be held liable for any delay in sending the Escrow Securities caused by the late receipt of the certificate. The Escrow Agent shall have no further duties hereunder with respect to the Escrow Securities after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold the Insider Shares during Founder Units until the period (the “Insider Shares Escrow Period”) commencing on the date hereof and (i) for 50% of the Insider Shares, ending on the earlier of (x) six months after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the date first anniversary of the consummation of a Business Combination. The , shall hold the Insider Shares Warrants until but excluding the 90th day after the consummation of a Business Combination, and shall be released upon notice hold the Offering Units, Aftermarket Shares, if any, and the Co-Investment Units, if any, until but excluding the 180th day after the consummation of a Business Combination (each such period, an “Escrow Period”); provided, however, that if the over-allotment granted to the Underwriter pursuant to the Underwriting Agreement is not exercised in full prior to the expiration of the over-allotment option, then the Escrow Agent by any Initial Securityholder or shall release to the Company that up to 3,000,000 Founder Units, giving effect to the foregoing requirements have been metsplit of the Founder Units, for redemption as described in the Registration Statement as directed in writing by the Company. The Company shall promptly provide written notice of the consummation of a Business Combination to the Escrow Agent. Upon the completion of the Insider Shares each Escrow Period, the Escrow Agent shall automatically disburse such amount of the applicable Escrow Securities to each Initial Securityholder’s Insider Shares to such Initial SecurityholderPrivate Investor or Lazard Group, as applicable; providedprovided further, however, that if the Escrow Agent is notified in writing by the Company pursuant to Section 6.7 6.8 hereof that the Company is being has been liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Founder Units and the Insider Warrants and shall promptly release the Offering Units, the Co-Investment Units, if any, and the Aftermarket Shares, if any, to Lazard; provided further, however, that if the consummation of a Business Combination takes the form of a merger, stock exchange or other similar transaction which results in any of the security holders of the Company having the right to exchange their securities for other securities, then the Escrow Agent shall, upon receipt of a certificate in form reasonably acceptable to the Escrow Agent, executed by the Chief Executive Officer of the Company, release the Escrow Securities to the Private Investors immediately prior and subject to consummation of the Business Combination, if the Escrow Agent has been given notice in accordance with the terms of this Agreement, so that they can similarly participate, and upon receipt of such other securities, the Private Investors shall deposit such securities into escrow with the Escrow Agent for the remainder of the applicable Escrow Periods; and provided further, however, that if, subsequent to the Company’s Business Combination, after the Company (consummates a Business Combination and the Company or the surviving entity) entity of such Business Combination subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all any of the shareholders security holders of the Company or such entity having the right to exchange their shares of Common Stock securities for cash, securities or other property, then the Escrow Agent willshall, upon receipt of a written notice executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of the Company, certificate in form reasonably acceptable to the Escrow Agent, certifying executed by the Chief Executive Officer, the President, any Vice President or the Chief Financial Officer of the Company, that such transaction is then being consummated consummated, release the Escrow Securities to the Private Investors or such conditions have been achievedLazard Group, as applicable, release immediately prior and subject to consummation of the Insider Shares to Business Combination, if the Initial SecurityholdersEscrow Agent has been given notice in accordance with the terms of this Agreement, so that they can similarly participate. The Escrow Agent shall act as soon as reasonably possible following the receipt of the certificate, and shall not be held liable for any delay in sending the Escrow Securities caused by the delayed receipt of the certificate. The Escrow Agent shall have no further duties hereunder with respect to the Escrow Securities, express or implied, after the disbursement or cancellation destruction of all the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold the Insider Escrow Shares during until the period closing of the Initial Business Combination (as defined in below) and the Sponsors’ Warrants until the date that is 30 days after the consummation of an Initial Business Combination (defined below) (in each case, the “Insider Shares Escrow Period”) commencing ), on which date it shall, upon delivery of a certificate executed by the date hereof and (i) for 50% Chairman of the Insider SharesBoard, ending on the earlier of (x) six months after the date of the consummation President or other authorized officer of the Company’s initial business combination (as described , in the Registration Statement, hereinafter a “Business Combination”) and (y) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the date of the consummation of a Business Combination. The Insider Shares shall be released upon notice to the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation of a Business Combination form reasonably acceptable to the Escrow Agent. Upon completion , countersigned by the holder(s) of a majority in interest of the Insider Escrowed Shares Escrow Periodthat the Repurchase has occurred, disburse the Escrow Agent shall disburse such amount Shares (and any applicable share power) or Sponsors’ Warrants, as the case may be, to the Company in the event of each Initial Securityholder’s Insider Shares Repurchase or to such Initial SecurityholderShareholder in the case of the Sponsor Warrants; providedprovided further, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider SharesEscrow Securities held pursuant to this Agreement; provided further, however, that if, subsequent to the Company’s Business Combination, after the Company consummates an Initial Business Combination but the Repurchase has not occurred, (i) it (or the surviving entity) subsequently consummates a liquidation, merger, stock share exchange or other similar transaction which results in all of the shareholders of such entity having the right to exchange their shares of Common Stock Ordinary Shares for cash, securities or other propertyproperty or (ii) the Closing Price of the Ordinary Shares (as defined in the Warrant Agreement) equals or exceeds $20.00 per share for any 20 trading days within any 30-trading day period, then the Escrow Agent will, upon receipt of a written notice certificate, executed by the Chairman of the Board, Chief Executive Officer President or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicable, release the Insider Escrow Shares to the Initial SecurityholdersShareholders. An “Initial Business Combination” is defined as a merger, share capital exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more operating businesses. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.”

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold the Insider Escrow Shares during and the Private Warrants until the termination of their respective Escrow Period (as defined below). In the case of the Escrow Shares, the “Escrow Period” shall be the period (the “Insider Shares Escrow Period”) commencing beginning on the date hereof the certificates representing the Shares are deposited with the Escrow Agent and (i) for 50% of the Insider Shares, ending on the date that is the earlier of twelve (x12) six months following the consummation of the initial Business Combination (as such term is defined in the Registration Statement) or three (3) years from the Effective Date. In the case of the Private Warrants, the “Escrow Period” shall be the period beginning on the date the certificates representing the Private Warrants are deposited with the Escrow Agent and ending on the day after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) . On the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the termination date of the consummation of a Business Combination. The Insider Shares shall be released upon notice to the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Insider Shares applicable Escrow Period, the Escrow Agent shall shall, upon receiving written instructions from a duly authorized officer of the Company, disburse such amount each of each the Initial Securityholder’s Insider Shares Holders’ Escrow Securities to such Initial SecurityholderHolder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider SharesEscrow Securities; and, provided further, however, that if, subsequent to after the Company’s Company consummates its initial Business Combination, the Company it (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the its shareholders of such entity having the right to exchange their shares of Common Stock Ordinary Shares for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice notice, executed by the Chairman of the BoardChairman, Chief Executive Officer or other authorized officer Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicableconsummated, release the Insider Shares Escrow Securities to the Initial SecurityholdersHolders so that they can similarly participate. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold each of the Insider Escrow Shares during and the Private Warrants until the termination of their respective Escrow Period (as defined below). In the case of the Escrow Shares, the “Escrow Period” shall be the period (the “Insider Shares Escrow Period”) commencing beginning on the date hereof the certificates representing the Shares are deposited with the Escrow Agent and (i) for 50% of the Insider Shares, ending on the earlier of (x) six months after date that is the date of one year following the consummation of the Company’s initial business combination Business Combination (as described such term is defined in the Registration Statement) or earlier if, hereinafter a “subsequent to the Business Combination”, (i) and (y) the date on which the closing price of the Common Stock equals or exceeds $12.50 16.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing 90 days after the Company’s initial Business Combination and or (ii) for the remaining 50% Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Insider SharesCompany stockholders having the right to exchange their shares of Common Stock for cash, securities or other property. In the case of the Private Warrants, the “Escrow Period” shall be the period beginning on the date the certificates representing the Private Warrants are deposited with the Escrow Agent and ending six months on the 30th day after the date of the consummation of a the initial Business Combination. The Insider Shares shall be released upon notice to On the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice termination date of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Insider Shares applicable Escrow Period, the Escrow Agent shall shall, upon written instructions from the Initial Stockholders, disburse such amount of each Initial Securityholder’s Insider Shares the Escrow Securities to such Initial SecurityholderStockholders; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is (i) being liquidated at any time during the Insider Shares Escrow Period, or (ii) that up to 468,750 of the Escrow Shares have been forfeited, then the Escrow Agent shall promptly destroy the certificates representing the Insider Shares; provided further, however, that if, subsequent to the Company’s Business Combination, the Company such Escrow Securities (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achievedportion thereof, as applicable, release the Insider Shares to the Initial Securityholders). The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold the Insider Escrow Shares during the period (the “Insider Shares Escrow Period”) commencing on until the date hereof and (i) for 50% of the Insider Shares, ending on the earlier of (x) six months that is one year after the date of consummation of an Initial Business Combination (as defined in the Warrant Agreement) and the Private Warrants until the consummation of an Initial Business Combination (in each case, the “Escrow Period”), on which respective dates it shall, upon written instructions from the Company’s initial business combination Chief Executive Officer or Chief Financial Officer, disburse the Escrow Shares (and any applicable stock power) or Private Warrants, as the case may be, to the Existing Shareholders or Sang-Cxxx Xxx (as applicable); provided, however, that at the end of the 45-day period in which the Underwriters may exercise their over-allotment option to purchase an additional 375,000 Units of the Company (as described in the Registration Statement), hereinafter or, if earlier, the date the Underwriters exercise their over-allotment option in full or terminate their over-allotment option, the Company shall give the Escrow Agent notice with respect to the amount, if any, of the over-allotment that was exercised by the Underwriters and, upon such notice, the Existing Shareholders agree that the Escrow Agent shall deliver to the Company for repurchase, at a “Business Combination”price per share of $0.0001 in cash, the number of Escrow Shares held by Sang-Cxxx Xxx determined by multiplying (a) the product of (i) 187,500, multiplied by (ii) a fraction, (x) the numerator of which is the number Escrow Shares held by Sang-Cxxx Xxx, and (y) the date on denominator of which is the closing price total number of Escrow Shares, by (b) a fraction, (i) the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splitsnumerator of which is 375,000 minus the number of Ordinary Shares purchased by the Underwriters upon the exercise of their over-allotment option, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% denominator of the Insider Shares, ending six months after the date of the consummation of a Business Combination. The Insider Shares shall be released upon notice to the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Insider Shares Escrow Period, the Escrow Agent shall disburse such amount of each Initial Securityholder’s Insider Shares to such Initial Securityholderwhich is 375,000; providedprovided further, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Insider Shares Escrow Periodhas been liquidated, then the Escrow Agent shall promptly destroy the certificates representing the Insider SharesEscrow Securities held pursuant to this Agreement; provided further, however, that if, subsequent to after the Company’s Company consummates an Initial Business Combination, the Company it (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders of such entity having the right to exchange their shares of Common Stock Ordinary Shares for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice certificate, executed by the Chairman of the BoardChief Executive Officer, Chief Executive Financial Officer or other authorized officer of the Company, in a form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicable, release the Insider Escrow Shares to the Initial SecurityholdersExisting Shareholders. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold the Insider Escrow Securities until the termination of their respective Escrow Period (as defined below). The “Escrow Period” shall mean: (i) in the case of the Initial Units, Initial Shares during and Initial Warrants, the period (the “Insider Shares Escrow Period”) commencing beginning on the date hereof the certificates representing the Initial Units, Initial Shares and (i) for 50% of Initial Warrants are deposited with the Insider Shares, Escrow Agent and ending on the earlier of (x) six months after the date of that is 180 days following the consummation of the Company’s initial business combination (as described such term is defined in the Registration Statement, hereinafter a “Business Combination”Prospectus) and (y) the date on which the closing price of common stock of the Common Stock Company equals or exceeds $12.50 14.25 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after subsequent to the Company’s initial Business Combination business combination, and (ii) for in the remaining 50% case of the Insider SharesPrivate Placement Warrants, the period beginning on the date the certificates representing the Private Placement Warrants are deposited with the Escrow Agent and ending six months after on the date of the consummation of a Business Combinationthe initial business combination. The Insider Shares shall be released upon notice to On the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice termination date of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Insider Shares Escrow Period, the Escrow Agent shall shall, upon written instructions from each Existing Holder, disburse such amount of each Initial SecurityholderExisting Holder’s Insider Shares Escrow Securities to such Initial SecurityholderExisting Holder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof hereof, that the Company is being liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider SharesEscrow Securities and; provided further, however, that if, subsequent to the Company’s Business Combination, after the Company consummates an initial business combination (as such term is defined in the Prospectus), it (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders stockholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice certificate executed by the Chairman of the Board, Chief Executive Officer or other authorized officer Chief Financial Officer of the Company, in a form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicableconsummated, release the Insider Shares Escrow Securities to the Initial SecurityholdersExisting Holders upon consummation of the transaction so that they can similarly participate; provided further, that in the event that the Existing Holders receive securities in exchange for their Escrow Securities, the Escrow Agent shall (a) reaccept such securities into escrow until the termination of the Escrow Period, or (b) upon receipt of written instructions from any Existing Holder in a form reasonably acceptable to the Escrow Agent, exchange the Escrow Securities for the new securities on behalf of such Existing Holder and hold such securities in escrow until the termination of the Escrow Period. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold the Insider Escrow Shares during and the Private Warrants until the termination of their respective Escrow Period (as defined below). In the case of the Escrow Shares, the “Escrow Period” shall be the period (the “Insider Shares Escrow Period”) commencing beginning on the date hereof the certificates representing the Shares are deposited with the Escrow Agent and (i) for 50% of the Insider Shares, ending on the earlier date that is twelve (12) months following the consummation of the initial Business Combination (x) six months as such term is defined in the Registration Statement). In the case of the Private Warrants, the “Escrow Period” shall be the period beginning on the date the certificates representing the Private Warrants are deposited with the Escrow Agent and ending on the 90th day after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) . On the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the termination date of the consummation of a Business Combination. The Insider Shares shall be released upon notice to the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Insider Shares applicable Escrow Period, the Escrow Agent shall shall, upon written instructions from the Company or Company counsel, disburse such amount each of each the Initial Securityholder’s Insider Shares Holders’ Escrow Securities to such Initial SecurityholderHolder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider SharesEscrow Securities; provided further, however, that if, subsequent to the Company’s Business Combination, after the Company consummates a Business Combination (as such term is defined in the Registration Statement), it (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders its stockholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice notice, executed by the Chairman of the BoardChairman, Chief Executive Officer or other authorized officer Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicableconsummated, release the Insider Shares Escrow Securities to the Initial SecurityholdersHolders so that they can similarly participate. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Except as set forth herein and in Section 3.2 below, the Escrow Agent shall hold the Insider Shares during the period (the “Insider Shares Escrow Period”) commencing on the date hereof and (i) for 50% of the Insider Shares, ending on Securities until the earlier of (x) six months after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (ya) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the date of the consummation of a Business Combination. The Insider Shares shall be released upon notice to the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice first anniversary of the consummation of a Business Combination to (as such term is defined in the Escrow Agent. Upon completion Certificate of Incorporation of the Insider Shares Company) by the Company and (b) the third anniversary of the Effective Date (the “Escrow Period”), the Escrow Agent shall disburse such amount of on which date it shall, upon written instructions from each Initial SecurityholderStockholder, disburse each of the Initial Stockholder’s Insider Shares Escrow Securities to such Initial SecurityholderStockholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider Shares; provided further, however, that if, subsequent to the Company’s Business Combination, the Company (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicable, release the Insider Shares to the Initial SecurityholdersSecurities. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if Upon written instructions from the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units Company advising that a Business Combination has been consummated and that one or more of the Company in full within 45 days of public stockholders has determined to exercise the date of the Prospectus (as right to redeem their shares for cash described in the Underwriting Agreement)Registration Statement, the Initial Securityholders agree that the Escrow Agent shall return will release and deliver to the Company for cancellation, at no cost, the cancellation on a pro rata basis certificates representing that number of Insider Shares held escrow shares of Common Stock (not to exceed in the aggregate) which is equal to the quotient obtained by each such holder determined by multiplying (a) the product of dividing (i) 375,000 multiplied the total number of shares redeemed by (ii) a fraction. By way of illustration, (x) the numerator for each shares redeemed, up to shares, one share of which is Common Stock will be surrendered for cancellation. Such instructions set forth both the number of Insider Shares held by each such holder, shares the Company is redeeming and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to be delivered to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premisesfor cancellation.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold the Insider Escrow Shares during until the period date that is one year after the consummation of an Initial Business Combination (as defined in the Warrant Agreement) and the Sponsors’ Warrants until the date that is 30 days after the consummation of an Initial Business Combination (in each case, the “Insider Shares Escrow Period”) commencing on the date hereof and (i) for 50% of the Insider Shares), ending on the earlier of (x) six months after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splitsdate it shall, stock dividendsupon written instructions from each Initial Stockholder, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the date of the consummation of a Business Combination. The Insider Shares shall be released upon notice to disburse the Escrow Agent by Shares (and any Initial Securityholder applicable stock power) or Sponsors’ Warrants, as the Company that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Insider Shares Escrow Periodcase may be, the Escrow Agent shall disburse such amount of each Initial Securityholder’s Insider Shares to such Initial SecurityholderStockholder; provided, however, that if at the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider Shares; provided further, however, that if, subsequent to the Company’s Business Combination, the Company (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all end of the shareholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of the Company, 30-day period in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicable, release the Insider Shares to the Initial Securityholders. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation of the Insider Shares in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if which the Underwriters do not may exercise their over-allotment option to purchase an additional 1,500,000 3,000,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting AgreementRegistration Statement), the Company shall give the Escrow Agent notice with respect to the amount, if any, of the over-allotment that was exercised by the Underwriters and, upon such notice, the Initial Securityholders Stockholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Escrow Shares held by each such holder Initial Stockholder determined by multiplying (a) the product of (i) 375,000 750,000, multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Escrow Shares held by each such holderInitial Stockholder, and (y) the denominator of which is the total number of Insider Escrow Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 3,000,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The 3,000,000; provided further, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated then the Escrow Agent shall promptly provide written notice destroy the certificates representing the Escrow Securities held pursuant to this Agreement; provided further, however, that if, after the Company consummates an Initial Business Combination, (i) it (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property or (ii) the Closing Price of the Common Stock (as defined in the Warrant Agreement) equals or exceeds $14.25 per share for any 20 trading days within any 30-trading day period, then the Escrow Agent will, upon receipt of a certificate, executed by the Chairman of the Board, President or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, that such transaction is then being consummated or such conditions have been achieved, as applicable, release the Escrow Shares to the Initial Stockholders. The Escrow Agent shall have no further duties hereunder after the disbursement or destruction of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters Escrow Securities in connection accordance with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premisesthis Section 3.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold all of the Insider Shares during the period (the “Insider Shares Escrow Period”) commencing on the date hereof and (i) for 50% of the Insider Shares, ending on the earlier of (x) six months after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and ), (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction after its initial business combination that result in all of its public shareholders having the right to exchange their ordinary shares for cash, securities or other property, and (z) the closing price of the Common Stock Ordinary Share equals or exceeds $12.50 12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the date of the consummation of a Business Combination. The Insider Shares shall be released upon notice to the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Insider Shares Escrow Period, the Escrow Agent shall disburse such amount of each Initial Securityholder’s Insider Shares to such Initial Securityholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider Shares; provided further, however, that if, subsequent to the Company’s Business Combination, the Company (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders of such entity having the right to exchange their shares of Common Stock Ordinary Shares for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicable, release the Insider Shares to the Initial Securityholders. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation of the Insider Shares in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 1,200,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 300,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 1,200,000 minus the number of shares of Common Stock Ordinary Shares purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,0001,200,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises. 3.3 The Escrow Agent shall hold the Private Units during the period (the “Private Units Escrow Period”, and together with the “Insider Shares Escrow Period”, the “Escrow Periods”) commencing on the date hereof and ending on the date of the consummation of the Business Combination. The Private Units shall be released upon notice to the Escrow Agent by the Sponsor (as defined in the Prospectus) that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Private Units Escrow Period, the Escrow Agent shall disburse each Initial Securityholder’s Private Units to such Initial Securityholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Private Units. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation of the Private Units in accordance with this Section 3.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold the Insider Founder Shares during the period (the “Insider Founder Shares Escrow Period”) commencing on the date hereof and (i) for 50% of the Insider Shares, ending on until the earlier of (xA) six months after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and or (yB) subsequent to the Business Combination, (x) the date on which the closing price of the Common Stock Ordinary Share equals or exceeds $12.50 12.00 per share (as adjusted for stock share splits, stock dividendsshare capitalizations, reorganizations share issuances, subdivisions, reorganizations, recapitalizations and recapitalizationsthe like) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and or (iiy) for the remaining 50% date following the completion of the Insider SharesCompany’s initial Business Combination on which the Company completes a liquidation, ending six months after the date merger, share exchange, reorganization or other similar transaction that results in all of the consummation of a Business CombinationCompany’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property . The Insider Founder Shares shall be released upon notice to the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Insider Founder Shares Escrow Period, the Escrow Agent shall disburse such amount of each Initial Securityholder’s Insider Founder Shares to such Initial Securityholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Insider Founder Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider Founder Shares; provided further, however, that if, subsequent to the Company’s Business Combination, the Company (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders of such entity having the right to exchange their shares of Common Stock Ordinary Shares for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicable, release the Insider Founder Shares to the Initial Securityholders. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation of the Insider Founder Shares in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment overallotment option to purchase an additional 1,500,000 2,775,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 693,750 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Founder Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 2,775,000 minus the number of shares of Common Stock Ordinary Shares purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,0002,775,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Founder Shares on the books of the Company with full power of substitution in the premises. 3.3 The Escrow Agent shall hold the Private Placement Warrants during the period (the “Private Warrants Escrow Period”, and together with the “Founder Shares Escrow Period”, the “Escrow Periods”) commencing on the date hereof and ending on the date of the consummation of the Business Combination. The Private Warrants shall be released upon notice to the Escrow Agent by the Sponsor (as defined in the Prospectus) that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Private Warrants Escrow Period, the Escrow Agent shall disburse each Initial Securityholder’s Private Warrants to such Initial Securityholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Private Warrants. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation of the Private Warrants in accordance with this Section 3.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold the Insider Shares during the period (the “Insider Shares Escrow Period”) commencing on the date hereof and (i) for 50% of the Insider Shares, ending on the earlier of (x) six months Securities listed in Exhibit A until one year after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the date of the consummation of a Business Combination. The Insider Shares shall be released upon notice to the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation of a Business Combination to and shall hold the Escrow Agent. Upon completion Securities in Exhibit B until the consummation of a Business Combination (as defined in the Insider Shares Registration Statement) (“Escrow Period”), on which date it shall, upon written instructions from the Initial Stockholder, disburse the Initial Stockholder’s Escrow Agent shall disburse such amount of each Initial Securityholder’s Insider Shares Securities (and any applicable stock power) to such Initial SecurityholderStockholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 6.6 hereof that the Company is being liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider SharesEscrow Securities; provided further, however, that if, subsequent to the Company’s Business Combination, after the Company consummates a Business Combination (as such term is defined in the Registration Statement), it (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders stockholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice certificate, executed by the Chairman of the Board, Chief Executive Officer President or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that states that such transaction is then being consummated or such conditions have been achieved, as applicableconsummated, release the Insider Shares Escrow Securities to the Initial SecurityholdersStockholder upon consummation of the transaction so that they can similarly participate. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold the Insider Shares during Escrow Securities until the period (the “Insider Shares Escrow Period”) commencing on the date hereof and (i) for 50% of the Insider Shares, ending on the earlier of (x) six months after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the date first anniversary of the consummation of a Business Combination. The Insider Shares shall be released upon notice to Combination (as such term is defined in the amended and restated memorandum and articles of association of the Company) (the “Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been metPeriod”). The Company shall promptly provide written notice of the consummation of a Business Combination to the Escrow Agent. Upon the completion of the Insider Shares Escrow Period, the Escrow Agent shall automatically disburse such amount the Escrow Securities to the Private Investor upon receipt of each Initial Securityholder’s Insider Shares to such Initial Securityholderwritten request therefor from the Company; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being has been liquidated at any time prior to the Company completing its initial Business Combination during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider SharesEscrow Securities; provided further, however, that if, subsequent to the Company’s Business Combination, if the Company (or the surviving entity) subsequently consummates completes a liquidation, merger, stock share exchange or other similar transaction after its initial Business Combination which results in all of the shareholders of such entity the Company having the right to exchange their ordinary shares of Common Stock for cash, securities or other property, then the Escrow Agent willshall, upon receipt of a written notice executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of the Company, certificate in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicableexecuted by the Chief Executive Officer of the Company, release the Insider Shares Escrow Securities to the Initial SecurityholdersPrivate Investor on the date on which the transaction is completed; and provided further, however, that if subsequent to the consummation of a Business Combination, the last sale price of the Company's ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, the Escrow Securities shall be released from escrow. The Escrow Agent shall act as soon as reasonably possible following the receipt of the certificate, and shall not be held liable for any delay in sending the Escrow Securities caused by the late receipt of the certificate. The Escrow Agent shall have no further duties hereunder with respect to the Escrow Securities after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold the Insider Escrow Shares during the period (the “Insider Shares Escrow Period”) commencing on until the date hereof and (i) for 50% of the Insider Shares, ending on the earlier of (x) six months that is one year after the date of completion of an Initial Business Combination (as defined in the consummation Warrant Agreement) and the Sponsors’ Warrants until the date that is 30 days after the date of completion of an Initial Business Combination (in each case, the “Escrow Period”), on which respective dates it shall, upon written instructions from the Company’s initial business combination General Counsel or Chief Executive Officer, disburse the Escrow Shares (and any applicable stock power) or Sponsors’ Warrants, as the case may be, to the Initial Stockholders; provided, however, that at the end of the 30-day period in which the Underwriters may exercise their over-allotment to purchase an additional 3,750,000 Units of the Company (as described in the Registration Statement), hereinafter a “Business Combination”) and (y) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the date of the consummation of a Business Combination. The Insider Shares Company shall be released upon notice to give the Escrow Agent by any Initial Securityholder or notice with respect to the Company that the foregoing requirements have been met. The Company shall promptly provide written notice amount, if any, of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Insider Shares Escrow Period, the Escrow Agent shall disburse such amount of each Initial Securityholder’s Insider Shares to such Initial Securityholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider Shares; provided further, however, that if, subsequent to the Company’s Business Combination, the Company (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicable, release the Insider Shares to the Initial Securityholders. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation of the Insider Shares in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of that was exercised by the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement)Underwriters and, upon such notice, the Initial Securityholders Stockholders agree that the Escrow Agent shall return to the Company for cancellation, at no costa purchase price equal to $0.0001 per share, the number of Insider Escrow Shares held by each such holder Initial Stockholder determined by multiplying (a) the product of (i) 375,000 937,500, multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Escrow Shares held by each such holderInitial Stockholder, and (y) the denominator of which is the total number of Insider Escrow Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 3,750,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The 3,750,000; provided further, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated then the Escrow Agent shall promptly provide written notice destroy the certificates representing the Escrow Securities held pursuant to this Agreement; provided further, however, that if, after the Company consummates an Initial Business Combination, (i) it (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property or (ii) the Closing Price of the Common Stock (as defined in the Warrant Agreement) equals or exceeds $14.50 per share for any 20 trading days within any 30-trading day period, then the Escrow Agent will, upon receipt of a certificate, executed by the Chairman of the Board, Chief Executive Officer, President or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, that such transaction is then being consummated or such conditions have been achieved, as applicable, release the Escrow Shares to the Initial Stockholders. The Escrow Agent shall have no further duties hereunder after the disbursement or destruction of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters Escrow Securities in connection accordance with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premisesthis Section 3.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold the Insider Founder Shares during the period (the “Insider Founder Shares Escrow Period”) commencing on the date hereof and (i) for 50% of the Insider Shares, ending on until the earlier of (xA) six months after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and or (yB) subsequent to the Business Combination, (x) the date on which the closing price of the Common Stock Ordinary Share equals or exceeds $12.50 12.00 per share (as adjusted for stock share splits, stock dividendsshare capitalizations, reorganizations share issuances, subdivisions, reorganizations, recapitalizations and recapitalizationsthe like) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and or or (iiy) for the remaining 50% date following the completion of the Insider SharesCompany’s initial Business Combination on which the Company completes a liquidation, ending six months after the date merger, share exchange, reorganization or other similar transaction that results in all of the consummation of a Business CombinationCompany’s shareholders having the right to exchange their Class A ordinary shares for cash, seucrities or other property . The Insider Founder Shares shall be released upon notice to the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Insider Founder Shares Escrow Period, the Escrow Agent shall disburse such amount of each Initial Securityholder’s Insider Founder Shares to such Initial Securityholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Insider Shares FounderShares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider Founder Shares; provided further, however, that if, subsequent to the Company’s Business Combination, the Company (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders of such entity having the right to exchange their shares of Common Stock Ordinary Shares for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicable, release the Insider Founder Shares to the Initial Securityholders. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation of the Insider Founder Shares in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 900,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 225,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Founder Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 900,000 minus the number of shares of Common Stock Ordinary Shares purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000900,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Founder Shares on the books of the Company with full power of substitution in the premises. 3.3 The Escrow Agent shall hold the Private Placement Warrants during the period (the “Private Warrants Escrow Period”, and together with the “Founder Shares Escrow Period”, the “Escrow Periods”) commencing on the date hereof and ending on the date of the consummation of the Business Combination. The Private Warrants shall be released upon notice to the Escrow Agent by the Sponsor (as defined in the Prospectus) that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Private Warrants Escrow Period, the Escrow Agent shall disburse each Initial Securityholder’s Private Warrants to such Initial Securityholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Private Warrants. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation of the Private Warrants in accordance with this Section 3.

Disbursement of the Escrow Securities. 3.1 The Except as set forth herein and in Section 3.2 below, the Escrow Agent shall hold the Insider Shares during the period (the “Insider Shares Escrow Period”) commencing on the date hereof and (i) for 50% of the Insider Shares, ending on Securities until the earlier of (x) six months after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (ya) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the date of the consummation of a Business Combination. The Insider Shares shall be released upon notice to the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice first anniversary of the consummation of a Business Combination to (as such term is defined in the Escrow Agent. Upon completion Third Amended and Restated Certificate of Incorporation of the Insider Shares Company) by the Company and (b) the third anniversary of the Effective Date (the “Escrow Period”), the Escrow Agent shall disburse such amount of on which date it shall, upon written instructions from each Initial SecurityholderStockholder, disburse each of the Initial Stockholder’s Insider Shares Escrow Securities to such Initial SecurityholderStockholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider Shares; provided further, however, that if, subsequent to the Company’s Business Combination, the Company (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicable, release the Insider Shares to the Initial SecurityholdersSecurities. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if Upon written instructions from the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units Company advising that a Business Combination has been consummated and that one or more of the Company in full within 45 days of public stockholders has determined to exercise the date of the Prospectus (as right to redeem their shares for cash described in the Underwriting Agreement)Registration Statement, the Initial Securityholders agree that the Escrow Agent shall return will release and deliver to the Company for cancellation, at no cost, the cancellation on a pro rata basis certificates representing that number of Insider Shares held escrow shares of Common Stock (not to exceed _________ in the aggregate) which is equal to the quotient obtained by each such holder determined by multiplying (a) the product of dividing (i) 375,000 multiplied the total number of shares redeemed by (ii) a fraction_____. By way of illustration, (x) the numerator for each ____ shares redeemed, up to ________ shares, one share of which is Common Stock will be surrendered for cancellation. Such instructions set forth both the number of Insider Shares held by each such holder, shares the Company is redeeming and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to be delivered to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premisesfor cancellation.

Disbursement of the Escrow Securities. 3.1 The Except as set forth herein and in Section 3.2 below, the Escrow Agent shall hold hold, on the terms and subject to the conditions set forth herein, (x) the Insider Shares during until the period earlier of (a) the first anniversary of the consummation of a Business Combination (as that term is defined in the Prospectus) by the Company and (b) the third anniversary of the Effective Date (the “Insider Shares Escrow Period”) commencing on the date hereof and (i) for 50% of the Insider Shares), ending on the earlier of (x) six months after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the date of the consummation of a Business Combination. The Insider Shares shall be released upon notice to the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice of Warrants until the consummation of a Business Combination by the Company, on which date it shall, upon written instructions from the Chief Executive Officer or Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent. Upon completion of , disburse to the Insider Shares Insiders their Escrow Period, the Escrow Agent shall disburse such amount of each Initial Securityholder’s Insider Shares to such Initial SecurityholderSecurities; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider SharesEscrow Securities. and; provided further, however, that if, subsequent to after the Company’s Company consummates a Business Combination, the Company it (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders stockholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice certificate, executed by the Chairman of the Board, Chief Executive Officer or other authorized officer Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicableconsummated, release the Insider Shares Escrow Securities to the Initial SecurityholdersInsiders upon consummation of the transaction so that they can similarly participate. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if Upon written instructions from the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units Company advising that a Business Combination has been consummated and that one or more of the Company in full within 45 days of public stockholders has determined to exercise the date of the Prospectus (as right to redeem their shares for cash described in the Underwriting Agreement)Registration Statement, the Initial Securityholders agree that the Escrow Agent shall return will release and deliver to the Company for cancellation, at no cost, the cancellation on a pro rata basis certificates representing that number of Insider Shares held escrow shares of Common Stock (not to exceed 100,000 in the aggregate) which is equal to the quotient obtained by each such holder determined by multiplying (a) the product of dividing (i) 375,000 multiplied the total number of shares redeemed by (ii) a fraction14. By way of illustration, (x) the numerator for each 14 shares redeemed, up to 100,000 shares, one share of which is Common Stock will be surrendered for cancellation. Such instructions set forth both the number of Insider Shares held by each such holder, shares the Company is redeeming and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to be delivered to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premisesfor cancellation.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold the Insider Shares during Initial Securities until the period (the “Insider Shares Escrow Period”) commencing on the date hereof and (i) for 50% of the Insider Shares, ending on the earlier of (x) six months after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the date first anniversary of the consummation of a Business Combination. The Insider Shares Combination (as defined in the Amended and Restated Certificate of Incorporation of the Company) and shall be released upon notice hold the Private Placement Warrants until the consummation of a Business Combination (each such period, an “Escrow Period”); provided, however, that if the over-allotment option granted to the Underwriters pursuant to the Underwriting Agreement is not exercised in full or in part prior to the expiration of the over-allotment option, then the Escrow Agent by any Initial Securityholder or shall release to the Company all or some of 562,500 Initial Securities to the extent that the foregoing requirements have been metover-allotment option is not exercised as directed in writing by the Company. The Company shall promptly provide written notice of the consummation of a Business Combination to the Escrow Agent. Upon the completion of the Insider Shares each Escrow Period, the Escrow Agent shall immediately disburse such amount the applicable Escrow Securities to each Private Investor upon receipt of each Initial Securityholder’s Insider Shares to such Initial Securityholderwritten request therefor from the Company; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider SharesEscrow Securities and; provided further, however, that (a) if, subsequent to the Company’s Business Combination, after the Company (consummates a Business Combination and the Company or the surviving entity) entity of such Business Combination subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders security holders of the Company or such entity having the right to exchange their shares of Common Stock securities for cash, securities or other property, then the Escrow Agent willshall, upon receipt of a written notice certificate, executed by the Chairman of the BoardChairman, Chief Executive Officer, Chief Financial Officer or other authorized officer of the CompanyCompany (such certificate, an “Officer’s Certificate”), in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicableconsummated, release the Insider Shares Escrow Securities to the Private Investors immediately prior and subject to consummation of the transaction so that such Private Investors can similarly participate or (b) if, in the case of the Initial SecurityholdersSecurities, the closing price of the Common Stock equals or exceeds $13.75 per share for any 20 trading days within any 30 trading-day period subsequent to a Business Combination, such Initial Securities, then the Escrow Agent will, upon receipt of an Officer’s Certificate, in form reasonably acceptable to the Escrow Agent, stating that the closing price of the Common Stock equaled or exceeded $13.75 per share for 20 trading days within a 30 trading-day period subsequent to a Business Combination, release the Initial Securities to the Private Investors. The Escrow Agent shall act as soon as reasonably possible following the receipt of any such Officer’s Certificate. The Escrow Agent shall have no further duties hereunder with respect to the Escrow Securities after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold the Insider Shares during the period (the “Insider Shares Escrow Period”) commencing on the date hereof and (i) for 50% of the Insider Shares, ending on the earlier of (x) six months after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) the date on which Securities until one year from the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the date of the consummation of a Business Combination. The Insider Shares shall be released upon notice to the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation of a Business Combination to the (“Escrow Agent. Upon completion Period”), on which date it shall, upon written instructions from each Initial Stockholder, disburse each of the Insider Shares Initial Stockholder’s Escrow Period, the Escrow Agent shall disburse such amount of each Initial Securityholder’s Insider Shares Securities to such Initial SecurityholderStockholder; provided, however, that if the Underwriters do not exercise their over-allotment option in full, up to 468,750 of Escrow Securities shall be released to the Company upon written instruction from the Company; provided, further, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 6.6 hereof that the Company is being liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider SharesEscrow Securities; provided further, however, that if, subsequent to after the Company’s Company consummates a Business Combination, the Company it (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders its stockholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice certificate, executed by the Chairman of the BoardChairman, Chief Executive Officer or other authorized officer Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicableconsummated, release the Insider Shares Escrow Securities to the Initial SecurityholdersStockholders upon consummation of such transaction so that they can similarly participate. Upon written instructions from the Company advising that a Business Combination has been consummated and that public stockholders holding in excess of 20% of the shares of Common Stock issued pursuant to the Registration Statement exercise the right to redeem their shares for cash as described in the Registration Statement, the Escrow Agent will release and deliver to the Company for cancellation on a pro rata basis certificates representing that number of Escrow Securities (up to a maximum of 390,625) which results in the Initial Stockholders collectively owning no more then 23.81% of the Company’s outstanding Common Stock immediately prior to the consummation of the Business Combination after giving effect to the redemption. Such instructions shall be set forth both the number of shares the Company is redeeming and the number of Escrow Securities to be delivered to the Company for cancellation. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold the Insider Shares during Escrow Securities until, with respect to the period (the “Insider Shares Escrow Period”) commencing on the date hereof and (i) for 50% of the Insider Shares, ending on the earlier of (x) six months after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) the date on which one year from the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the date of the consummation of a Business Combination. The Insider , and with respect to the Escrow Warrants, 30 days from the closing date of a Business Combination (as applicable, the “Escrow Period”), on which dates it shall, upon written instructions from the Chief Executive Officer of the Company, disburse each of the Initial Stockholders’ applicable Escrow Securities to such Initial Stockholder; provided, however, that if the Underwriters do not exercise their over-allotment option in full, up to 1,125,000 of Escrow Shares shall be released upon notice to the Escrow Agent by any Initial Securityholder or Company upon written instruction from the Company that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Insider Shares Escrow Period, the Escrow Agent shall disburse such amount of each Initial Securityholder’s Insider Shares to such Initial SecurityholderCompany; provided, howeverfurther, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 6.6 hereof that the Company is being liquidated at any time during the Insider Shares applicable Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider SharesEscrow Securities; provided further, however, that if, subsequent to after the Company’s Company consummates a Business Combination, the Company it (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders its stockholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice certificate, executed by the Chairman of the BoardChairman, Chief Executive Officer or other authorized officer Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicableconsummated, release the Insider Shares Escrow Securities to the Initial SecurityholdersStockholders upon consummation of such transaction so that they can similarly participate. Upon written instructions from the Company advising that a Business Combination has been consummated and that public stockholders holding in excess of 20% of the shares of Common Stock issued pursuant to the Registration Statement exercise the right to redeem their shares for cash as described in the Registration Statement, the Escrow Agent will release and deliver to the Company for cancellation on a pro rata basis certificates representing that number of Escrow Shares (up to a maximum of 937,500) which results in the Initial Stockholders collectively owning no more then 23.81% of the Company’s outstanding Common Stock immediately prior to the consummation of the Business Combination after giving effect to the redemption. Such instructions shall be set forth both the number of shares the Company is redeeming and the number of Escrow Securities to be delivered to the Company for cancellation. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold not release the Insider Shares during the period (the “Insider Shares Escrow Period”) commencing on the date hereof and (i) for 50% of the Insider Shares, ending on Securities until the earlier of of: (xa) six months one year after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the date of the consummation of a Business Combination. The Insider Shares shall be released upon notice to , as defined in the Escrow Agent by any Initial Securityholder Registration Statement, or (b) thirty (30) months from the Company that the foregoing requirements have been met. The Company shall promptly provide written notice date of the consummation of Prospectus (or 36 months if the period to consummate a Business Combination to is extended by the Company’s shareholders), at which time such Escrow Securities will be released from escrow. The time that the Escrow AgentWarrants or the Escrow Shares are held in escrow pursuant to this Agreement is referred to herein as the “Escrow Period”. Upon completion On the expiration of the Insider Shares applicable Escrow Period, the Escrow Agent shall shall, upon written instructions from the Company or Company counsel, disburse such amount each of each Initial Securityholderthe Existing Shareholder’s Insider Shares Escrow Securities to such Initial SecurityholderExisting Shareholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider Shares; Escrow Securities and, provided further, however, that if, subsequent to after the Company’s Company consummates a Business Combination, the Company it (or the surviving entity) subsequently consummates a liquidation, merger, stock share exchange or other similar transaction which results in all of the its shareholders of such entity having the right to exchange their shares of Common Stock Ordinary Shares or Warrants for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice notice, executed by the Chairman of the BoardChairman, Chief Executive Officer or other authorized officer Chief Financial Officer of the Company, in a form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicableconsummated, release the Insider Shares Escrow Securities to the Initial SecurityholdersExisting Shareholders so that they can similarly participate. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold the Escrow Shares until the date that is one year after the consummation by the Company of an Initial Business Combination (as defined in the Company’s Amended and Restated Certificate of Incorporation) and the Insider Shares during Warrants until the period date that is 90 days after the consummation by the Company of an Initial Business Combination (in each case, the “Insider Shares Escrow Period”) commencing ), on the which date hereof and (i) for 50% it shall, upon written instructions from each Initial Stockholder, disburse each of the Initial Stockholder’s Escrow Shares (and any applicable stock power) or Insider SharesWarrants, ending on as the earlier of (x) six months after the date of the consummation of the Company’s initial business combination (as described in the Registration Statementcase may be, hereinafter a “Business Combination”) and (y) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the date of the consummation of a Business Combination. The Insider Shares shall be released upon notice to the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Insider Shares Escrow Period, the Escrow Agent shall disburse such amount of each Initial Securityholder’s Insider Shares to such Initial SecurityholderStockholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider SharesEscrow Securities held pursuant to this Agreement; provided further, however, that if, subsequent to after the Company’s Company consummates an Initial Business Combination, the Company it (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders stockholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice certificate, executed by the Chief Executive Officer, Chairman of the Board, Chief Executive Officer Treasurer, Secretary or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicableconsummated, release the Insider Escrow Shares to the Initial SecurityholdersStockholders so that they can similarly participate in such transaction. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. Section 3.1 The Escrow Agent shall hold the Insider Shares Escrow Securities during the period (the “Insider Shares Escrow Period”) commencing on the date hereof and (i) for 50% of each of the Insider SharesEscrow Shares and the Escrow Units held by each Initial Shareholder, ending on until the earlier of (xa) six months after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and ); or (yb) the date on which the closing price of the Common Stock Ordinary Shares equals or exceeds $12.50 per share (as adjusted for stock share splits, stock share dividends, reorganizations reorganizations, recapitalizations and recapitalizationsthe like) for any 20 trading days within any 30-trading day period commencing after the Company’s initial a Business Combination and (ii) for the remaining 50% of the Insider SharesEscrow Securities, ending until six months after the date of the consummation of a Business Combination. The Insider Shares shall be released upon notice to the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Insider Shares Escrow Period, the Escrow Agent shall disburse such amount of each Initial SecurityholderShareholder’s Insider Shares Escrow Securities (and any applicable stock power) to such Initial SecurityholderShareholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider SharesEscrow Securities; provided further, however, that if, subsequent to within the Company’s six months after the Company consummates a Business Combination, the Company (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders of such entity having the right to exchange their shares of Common Stock Ordinary Shares for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice executed by the Chairman Chair of the Board, Chief Executive Officer or other authorized officer of the Company, in a form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicable, release the Insider Shares Escrow Securities to the Initial SecurityholdersShareholders. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. Section 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-over- allotment option to purchase an additional 1,500,000 900,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders Shareholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares Escrow Securities held by each such holder determined by multiplying (a) the product of (i) 375,000 900,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares Escrow Securities held by each such holder, and (y) the denominator of which is the total number of Insider SharesEscrow Securities, by (b) a fraction, (i) the numerator of which is 1,500,000 900,000 minus the number of shares of Common Stock Ordinary Shares purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000900,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold the Insider Shares during the period (the “Insider Shares Escrow Period”) commencing on Securities until the date hereof and (i) for 50% of the Insider Shares, ending on the earlier of (x) six months after that is one year from the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the date of the consummation of a Business Combination. The Insider Shares shall be released upon notice to the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation of a Business Combination to (as such term is defined in the Escrow Agent. Upon completion Amended and Restated Certificate of Incorporation of the Insider Shares Company) by the Company (the “Escrow Period”), the Escrow Agent shall disburse such amount of on which date it shall, upon written instructions from each Initial SecurityholderStockholder, disburse each of the Initial Stockholder’s Insider Shares Escrow Securities to such Initial SecurityholderStockholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider SharesEscrow Securities; provided further, however, that if, subsequent to after the Company consummates a Business Combination (as such term is defined in the Amended and Restated Certificate of Incorporation of the Company’s Business Combination), the Company it (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders its stockholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice certificate executed by the Chairman of the Board, Chief Executive Officer or other authorized officer Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicableconsummated, release the Insider Escrow Shares to the Initial SecurityholdersStockholders so that they can similarly participate. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold each of the Insider Escrow Shares during and the Private Warrants until the termination of the Escrow Period (as defined below). In the case of the Escrow Shares, the “Escrow Period” shall be the period (the “Insider Shares Escrow Period”) commencing beginning on the date hereof the certificates representing the Escrow Shares are deposited with the Escrow Agent and (i) for 50% of the Insider Shares, ending on the earlier of (x) six months after the date first anniversary of the consummation completion of the Company’s initial business combination (as described such term is defined in the Registration Statement), hereinafter a “Business Combination”) and (y) such time subsequent to the date on which Company’s initial business combination as the closing last sales price of the Company’s Common Stock equals or exceeds $12.50 12.00 per share (as adjusted for stock splits, stock dividends, reorganizations reorganizations, recapitalizations and recapitalizationsthe like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (z) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the Company’s initial Business Combination and (ii) for the remaining 50% business combination that results in all of the Insider SharesCompany’s stockholders having the right to exchange their shares of Common Stock for cash, ending six months securities or other property. In the case of Private Warrants, the “Escrow Period” shall be 30 days after completion of the initial business combination. Subject to Section 4.3, the Private Warrants will not be transferable, assignable or saleable until such time. On the termination date of the consummation of a Business Combination. The Insider Shares shall be released upon notice to the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Insider Shares Escrow Period, the Escrow Agent shall shall, upon written instructions from the Company, disburse such amount of each the Escrow Securities to the Initial Securityholder’s Insider Shares to such Initial SecurityholderHolders; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that up to an aggregate of 1,125,000 of the Company is being liquidated at any time during Escrow Shares have been forfeited because the Insider Shares Escrow PeriodUnderwriters did not exercise their over-allotment option in full, then the Escrow Agent shall promptly destroy the certificates representing the Insider Shares; provided furthersuch Escrow Securities (or portion thereof, howeveras applicable). In addition, that if, subsequent notwithstanding anything to the Company’s Business Combinationcontrary contained herein, the Escrow Agent shall disburse the Escrow Securities to the Initial Holders upon being notified by the Company (or that the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction trust account into which results in substantially all of the shareholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice executed by the Chairman proceeds of the Board, Chief Executive Officer or other authorized officer IPO and the sale of the Company, Private Warrants has been deposited as described in form reasonably acceptable the Prospectus (the “Trust Account”) is being liquidated because the Company has been unable to consummate its initial business combination within the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicable, release the Insider Shares to the Initial Securityholdersrequired time frame. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold the Insider Shares during Founder Units until the period (the “Insider Shares Escrow Period”) commencing on the date hereof and (i) for 50% of the Insider Shares, ending on the earlier of (x) six months after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the date first anniversary of the consummation of a Business Combination. The , shall hold the Insider Shares Warrants until but excluding the 90th day after the consummation of a Business Combination, and shall be released upon notice hold the Offering Units and the Aftermarket Shares, if any, until but excluding the 180th day after the consummation of a Business Combination (each such period, an “Escrow Period”); provided, however, that if the over-allotment granted to the Underwriter pursuant to the Underwriting Agreement is not exercised in full prior to the expiration of the over-allotment option, then the Escrow Agent by any Initial Securityholder or shall release to the Company that up to 3,000,000 Founder Units, giving effect to the foregoing requirements have been metsplit of the Founder Units, for redemption as described in the Registration Statement as directed in writing by the Company. The Company shall promptly provide written notice of the consummation of a Business Combination to the Escrow Agent. Upon the completion of the Insider Shares each Escrow Period, the Escrow Agent shall automatically disburse such amount of the applicable Escrow Securities to each Initial Securityholder’s Insider Shares to such Initial SecurityholderPrivate Investor or Lazard Group, as applicable; providedprovided further, however, that if the Escrow Agent is notified in writing by the Company pursuant to Section 6.7 6.8 hereof that the Company is being has been liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Founder Units and the Insider Warrants and shall promptly release the Offering Units and the Aftermarket Shares, if any, to Lazard or Lazard Group, as applicable; provided further, however, that if the consummation of a Business Combination takes the form of a merger, stock exchange or other similar transaction which results in any of the security holders of the Company having the right to exchange their securities for other securities, then the Escrow Agent shall, upon receipt of a certificate in form reasonably acceptable to the Escrow Agent, executed by the Chief Executive Officer of the Company, release the Escrow Securities to the Private Investors immediately prior and subject to consummation of the Business Combination, if the Escrow Agent has been given notice in accordance with the terms of this Agreement, so that they can similarly participate, and upon receipt of such other securities, the Private Investors shall deposit such securities into escrow with the Escrow Agent for the remainder of the applicable Escrow Periods; and provided further, however, that if, subsequent to the Company’s Business Combination, after the Company (consummates a Business Combination and the Company or the surviving entity) entity of such Business Combination subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all any of the shareholders security holders of the Company or such entity having the right to exchange their shares of Common Stock securities for cash, securities or other property, then the Escrow Agent willshall, upon receipt of a written notice executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of the Company, certificate in form reasonably acceptable to the Escrow Agent, certifying executed by the Chief Executive Officer, the President, any Vice President or the Chief Financial Officer of the Company, that such transaction is then being consummated consummated, release the Escrow Securities to the Private Investors or such conditions have been achievedLazard Group, as applicable, release immediately prior and subject to consummation of the Insider Shares to Business Combination, if the Initial SecurityholdersEscrow Agent has been given notice in accordance with the terms of this Agreement, so that they can similarly participate. The Escrow Agent shall act as soon as reasonably possible following the receipt of the certificate, and shall not be held liable for any delay in sending the Escrow Securities caused by the delayed receipt of the certificate. The Escrow Agent shall have no further duties hereunder with respect to the Escrow Securities, express or implied, after the disbursement or cancellation destruction of all the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold the Insider Shares during the period Founders’ Units and Private Placement Units (together, the “Insider Shares Escrow PeriodUnits”) commencing on until the date hereof and (i) for 50% of the Insider Shares, ending on the earlier of (x) six months after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the date first anniversary of the consummation of a Business Combination. The Insider Shares Combination (as such term is defined in the Amended and Restated Articles of Incorporation of the Company) and shall be released upon notice hold the Private Placement Warrants until the 90th day after the consummation of a Business Combination (each such period, an “Escrow Period”); provided, however, that if the over-allotment granted to the Underwriters pursuant to the Underwriting Agreement is not exercised in full prior to the expiration of the over-allotment option, then the Escrow Agent by any Initial Securityholder or shall release to the Company that such number of Founders’ Units as directed in writing by the foregoing requirements have been metCompany. The Company shall promptly provide written notice of the consummation of a Business Combination to the Escrow Agent. Upon the completion of the Insider Shares each Escrow Period, the Escrow Agent shall automatically disburse such amount the applicable Escrow Securities to each Private Investor upon receipt of each Initial Securityholder’s Insider Shares to such Initial Securityholderwritten request therefor from the Company; provided, however, that in the event the Closing does not occur prior to the two-year anniversary of the Effective Date, then the Escrow Agent shall promptly release the Escrow Securities to the Private Investors; provided further, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being has been liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider SharesFounders’ Units and the Private Placement Warrants and shall promptly release the Private Placement Units to the Private Investors; provided further, however, that if the consummation of a Business Combination takes the form of a merger, stock exchange or other similar transaction which results in any of the security holders of the Company having the right to exchange their securities for other securities, then the Escrow Agent shall, upon receipt of a certificate in form reasonably acceptable to the Escrow Agent, executed by the Chief Executive Officer of the Company, release the Escrow Securities to the Private Investors immediately prior and subject to consummation of the Business Combination so that they can similarly participate, and upon receipt thereof, the Private Investors shall deposit such securities into escrow with the Escrow Agent for the remainder of the applicable Escrow Periods; and provided further, however, that if, subsequent to the Company’s Business Combination, after the Company (consummates a Business Combination and the Company or the surviving entity) entity of such Business Combination subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all any of the shareholders security holders of the Company or such entity having the right to exchange their shares of Common Stock securities for cash, securities or other property, then the Escrow Agent willshall, upon receipt of a written notice executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of the Company, certificate in form reasonably acceptable to the Escrow Agent, certifying executed by the Chief Executive Officer of the Company, that such transaction is then being consummated or such conditions have been achieved, as applicableconsummated, release the Insider Shares Escrow Securities to the Initial SecurityholdersPrivate Investors immediately prior and subject to consummation of the transaction so that they can similarly participate. The Escrow Agent shall act as soon as reasonably possible following the receipt of the certificate, and shall not be held liable for any delay in sending the Escrow Securities caused by the late receipt of the certificate. The Escrow Agent shall have no further duties hereunder with respect to the Escrow Securities after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold the Insider Escrow Shares during and the Private Warrants until the termination of their respective Escrow Period (as defined below). In the case of the Escrow Shares, the “Escrow Period” shall be the period (the “Insider Shares Escrow Period”) commencing beginning on the date hereof the certificates representing the Shares are deposited with the Escrow Agent and (i) for 50% of the Insider Shares, ending on the earlier date that is twelve (12) months following the consummation of the initial Business Combination (x) six months as such term is defined in the Registration Statement). In the case of the Private Warrants, the “Escrow Period” shall be the period beginning on the date the certificates representing the Private Warrants are deposited with the Escrow Agent and ending on the 90th day after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) . On the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the termination date of the consummation of a Business Combination. The Insider Shares shall be released upon notice to the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Insider Shares applicable Escrow Period, the Escrow Agent shall disburse such amount of shall, upon written instructions from each Initial Securityholder’s Insider Shares Holder, disburse each of the Initial Holders’ Escrow Securities to such Initial SecurityholderHolder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider SharesEscrow Securities; provided further, however, that if, subsequent to the Company’s Business Combination, after the Company consummates a Business Combination (as such term is defined in the Registration Statement), it (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders its stockholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice notice, executed by the Chairman of the BoardChairman, Chief Executive Officer or other authorized officer Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicableconsummated, release the Insider Shares Escrow Securities to the Initial SecurityholdersHolders so that they can similarly participate. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold the Insider Shares during Escrow Warrants until the period date of consummation of a Business Combination by the Company (the “Insider Shares Warrant Escrow Period”) commencing on and the Escrow Units until the date hereof and (i) for 50% of the Insider Shares, ending on the earlier of (x) six months after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading that is 180 days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the date of the consummation of a Business Combination. The Insider Shares shall be released upon notice to Combination by the Company (the “Unit Escrow Period” and, together with the Warrant Escrow Period, the “Escrow Period”), on which respective dates the Escrow Agent by any Initial Securityholder or shall, upon written instructions from the Company or counsel to the Company, disburse each Investor’s Escrow Securities to such Investor; provided, however, that in the foregoing requirements have been met. The Company shall promptly provide written notice event the Underwriters do not exercise in full the Over-Allotment Option, the Escrow Agent shall, upon receipt of a certificate, executed by the Chief Executive Officer and President of the consummation of Company, in a Business Combination form reasonably acceptable to the Escrow Agent. Upon completion , certifying as to the forfeiture of the Insider Shares Escrow PeriodUnits as described in Section 2.1 hereof, cancel the number of Escrow Agent shall disburse such amount Units to be forfeited pursuant to Section 3 of each Initial Securityholder’s Insider Shares to such Initial Securityholderthe Amended and Restated Founder Unit Subscription Agreement; provided, further, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Insider Shares Escrow Period, Period then the Escrow Agent shall promptly destroy the certificates representing the Insider SharesEscrow Securities; provided further, however, that if, subsequent to after the Company’s Company consummates a Business Combination, the Company (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange exchange, asset or stock acquisition, exchangeable share transaction, joint venture or other similar transaction which results in all of the shareholders of such entity Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice certificate, executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of the Companyand President, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicableconsummated, release the Insider Shares Escrow Securities to the Initial SecurityholdersInvestors upon consummation of the transaction so that they can similarly participate. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation destruction, as applicable, of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold the Insider Shares during Founders’ Units until the period (the “Insider Shares Escrow Period”) commencing on the date hereof and (i) for 50% of the Insider Shares, ending on the earlier of (x) six months after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the date first anniversary of the consummation of a Business Combination. The Insider Shares Combination (as such term is defined in the Amended and Restated Articles of Incorporation of the Company) and shall be released upon notice hold the Sponsors’ Warrants until the 90th day after the consummation of a Business Combination (each such period, an “Escrow Period”); provided, however, that if the over-allotment granted to the Underwriters pursuant to the Underwriting Agreement is not exercised in full prior to the expiration of the over-allotment option, then the Escrow Agent by any Initial Securityholder or shall release to the Company that such number of Founders’ Units as directed in writing by the foregoing requirements have been metCompany. The Company shall promptly provide written notice of the consummation of a Business Combination to the Escrow Agent. Upon the completion of the Insider Shares each Escrow Period, the Escrow Agent shall automatically disburse such amount the applicable Escrow Securities to each Private Investor upon receipt of each Initial Securityholder’s Insider Shares to such Initial Securityholderwritten request therefor from the Company; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being has been liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider SharesEscrow Securities; provided further, however, that if the consummation of a Business Combination takes the form of a merger, stock exchange or other similar transaction which results in any of the security holders of the Company having the right to exchange their securities for other securities, then the Escrow Agent shall, upon receipt of a certificate in form reasonably acceptable to the Escrow Agent, executed by the Chief Executive Officer of the Company, release the Escrow Securities to the Private Investors immediately prior and subject to consummation of the Business Combination so that they can similarly participate, and upon receipt of the securities issued in respect thereof in connection with the Business Combination, the Private Investors shall deposit such securities into escrow with the Escrow Agent for the remainder of the applicable Escrow Periods; and provided further, however, that if, subsequent to the Company’s Business Combination, after the Company (consummates a Business Combination and the Company or the surviving entity) entity of such Business Combination subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all any of the shareholders security holders of the Company or such entity having the right to exchange their shares of Common Stock securities for cash, securities or other property, then the Escrow Agent willshall, upon receipt of a written notice executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of the Company, certificate in form reasonably acceptable to the Escrow Agent, certifying executed by the Chief Executive Officer of the Company, that such transaction is then being consummated or such conditions have been achieved, as applicableconsummated, release the Insider Shares Escrow Securities to the Initial SecurityholdersPrivate Investors immediately prior and subject to consummation of the transaction so that they can similarly participate. The Escrow Agent shall act as soon as reasonably possible following the receipt of the certificate, and shall not be held liable for any delay in sending the Escrow Securities caused by the late receipt of the certificate. The Escrow Agent shall have no further duties hereunder with respect to the Escrow Securities after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold the Insider Shares during the period (the “Insider Shares Escrow Period”) commencing on the date hereof and (i) for 50% of the Insider Shares, ending on the earlier of (x) six months after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the date of the consummation of a Business Combination. The Insider Shares shall be released upon notice to the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Insider Shares Escrow Period, the Escrow Agent shall disburse such amount of each Initial Securityholder’s Insider Shares to such Initial Securityholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider Shares; provided further, however, that if, subsequent to the Company’s Business Combination, the Company (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicable, release the Insider Shares to the Initial Securityholders. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation of the Insider Shares in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 2,250,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 562,500 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 2,250,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,0002,250,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold the Insider Shares during the period (the “Insider Shares Escrow Period”) commencing on the date hereof and (i) for 50% of hold the Insider Shares, ending on the earlier of (x) six months after Escrow Securities until the date of the that is twelve (12) months following consummation of the Company’s initial business combination (a Business Combination, as described defined in the Registration Statement, hereinafter a “Business Combination”) and (y) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination Statement and (ii) for hold the remaining 50% of the Insider Shares, ending six months after the date of Escrow Warrants until the consummation of a Business Combination. The Insider Shares shall be released upon notice to time that the Escrow Agent by any Initial Securityholder Warrants or the Company that Escrow Shares are held in escrow pursuant to this Agreement is referred to herein as the foregoing requirements have been met“Escrow Period”. The Company shall promptly provide written notice On the expiration of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Insider Shares applicable Escrow Period, the Escrow Agent shall disburse such amount of shall, upon written instructions from each Initial SecurityholderShareholder, disburse each of the Initial Shareholder’s Insider Shares Escrow Securities to such Initial SecurityholderShareholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider Shares; Escrow Securities and, provided further, however, that if, subsequent to the Company’s Business Combination, after the Company consummates a Business Combination , it (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the its shareholders of such entity having the right to exchange their shares of Common Stock Ordinary Shares or warrants for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice notice, executed by the Chairman of the BoardChairman, Chief Executive Officer or other authorized officer Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicableconsummated, release the Insider Shares Escrow Securities to the Initial SecurityholdersShareholders so that they can similarly participate. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Except as set forth herein and in Section 3.2 below, the Escrow Agent shall hold hold, on the terms and subject to the conditions set forth herein, (x) the Insider Shares during the period (the “Insider Shares Escrow Period”) commencing on the date hereof and (i) for 50% of the Insider Shares, ending on until the earlier of (x) six months after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (ya) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the date of the consummation of a Business Combination. The Insider Shares shall be released upon notice to the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice first anniversary of the consummation of a Business Combination (as that term is defined in the Prospectus) by the Company and (b) the third anniversary of the Effective Date (the "Insider Shares Escrow Period"), and (y) the Insider Warrants until the consummation of a Business Combination by the Company, on which date it shall, upon written instructions from the Chief Executive Officer or Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent. Upon completion of , disburse to the Insider Shares Insiders their Escrow Period, the Escrow Agent shall disburse such amount of each Initial Securityholder’s Insider Shares to such Initial SecurityholderSecurities; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider SharesEscrow Securities. and; provided further, however, that if, subsequent to after the Company’s Company consummates a Business Combination, the Company it (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders stockholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice certificate, executed by the Chairman of the Board, Chief Executive Officer or other authorized officer Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicableconsummated, release the Insider Shares Escrow Securities to the Initial SecurityholdersInsiders upon consummation of the transaction so that they can similarly participate. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if Upon written instructions from the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units Company advising that a Business Combination has been consummated and that one or more of the Company in full within 45 days of public stockholders has determined to exercise the date of the Prospectus (as right to redeem their shares for cash described in the Underwriting Agreement)Registration Statement, the Initial Securityholders agree that the Escrow Agent shall return will release and deliver to the Company for cancellation, at no cost, the cancellation on a pro rata basis certificates representing that number of Insider Shares held escrow shares of Common Stock (not to exceed 100,000 in the aggregate) which is equal to the quotient obtained by each such holder determined by multiplying (a) the product of dividing (i) 375,000 multiplied the total number of shares redeemed by (ii) a fraction14. By way of illustration, (x) the numerator for each 14 shares redeemed, up to 100,000 shares, one share of which is Common Stock will be surrendered for cancellation. Such instructions set forth both the number of Insider Shares held by each such holder, shares the Company is redeeming and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to be delivered to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premisesfor cancellation.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold each of the Insider Escrow Shares during and the Private Warrants until the termination of the Escrow Period (as defined below). In the case of the Escrow Shares, the “Escrow Period” shall be the period (the “Insider Shares Escrow Period”) commencing beginning on the date hereof the certificates representing the Escrow Shares are deposited with the Escrow Agent and (i) for 50% of the Insider Shares, ending on the earlier of (x) six months after the date first anniversary of the consummation completion of the Company’s initial business combination (as described such term is defined in the Registration Statement), hereinafter a “Business Combination”) and (y) such time subsequent to the date on which Company’s initial business combination as the closing last sales price of the Company’s Common Stock equals or exceeds $12.50 12.00 per share (as adjusted for stock splits, stock dividends, reorganizations reorganizations, recapitalizations and recapitalizationsthe like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (z) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the Company’s initial Business Combination and (ii) for the remaining 50% business combination that results in all of the Insider SharesCompany’s stockholders having the right to exchange their shares of Common Stock for cash, ending six months securities or other property. In the case of Private Warrants, the “Escrow Period” shall be 30 days after completion of the initial business combination. The Private Warrants will not be transferable, assignable or saleable until such time. On the termination date of the consummation of a Business Combination. The Insider Shares shall be released upon notice to the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Insider Shares Escrow Period, the Escrow Agent shall shall, upon written instructions from the Company, disburse such amount of each the Escrow Securities to the Initial Securityholder’s Insider Shares to such Initial SecurityholderHolders; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that up to an aggregate of (i) 656,250 of the Company is being liquidated at any time during Escrow Shares have been forfeited because the Insider Shares Escrow Period, Underwriters did not exercise their over-allotment option in full then the Escrow Agent shall promptly destroy the certificates representing such Escrow Securities (or portion thereof, as applicable) and (ii) up to 1,257,813 of the Insider Shares; provided furtherEscrow Shares as Founder Earnout Shares will not be released unless they are no longer subject to forfeiture. In addition, however, that if, subsequent notwithstanding anything to the Company’s Business Combinationcontrary contained herein, the Escrow Agent shall disburse the Escrow Securities to the Initial Holders upon being notified by the Company (or that the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction trust account into which results in substantially all of the shareholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice executed by the Chairman proceeds of the Board, Chief Executive Officer or other authorized officer IPO and the sale of the Company, Private Warrants has been deposited as described in form reasonably acceptable the Prospectus (the “Trust Account”) is being liquidated because the Company has been unable to consummate its initial business combination within the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicable, release the Insider Shares to the Initial Securityholdersrequired time frame. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 3.1. The Escrow Agent shall hold the Insider Escrow Shares during and the Private Warrants until the termination of their respective Escrow Period (as defined below). The “Escrow Period” for the Escrow Shares shall be the period (the “Insider Shares Escrow Period”) commencing beginning on the date hereof the certificates representing the Shares are deposited with the Escrow Agent and (i) for 50% of the Insider Shares, ending on the date that is the earlier of twelve (x12) six months following the consummation of the initial Business Combination (as such term is defined in the Registration Statement) or two (2) years from the Effective Date, except that if the over-allotment option is not exercised in full or in part, up to 750,000 shares of common stock may be released from escrow for cancellation. For the Private Warrants, the “Escrow Period” shall be the period beginning on the date the certificates representing the Private Warrants are deposited with the Escrow Agent and ending 30 days after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) . On the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the termination date of the consummation of a Business Combination. The Insider Shares shall be released upon notice to the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Insider Shares applicable Escrow Period, the Escrow Agent shall shall, upon written instructions from the Initial Holder, disburse such amount of each the Initial SecurityholderHolder’s Insider Shares applicable Escrow Securities to such Initial SecurityholderHolder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider SharesEscrow Securities; provided further, however, that if, subsequent to the Company’s Business Combination, after the Company consummates a Business Combination (as such term is defined in the Registration Statement), it (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders its stockholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice notice, executed by the Chairman of the BoardChairman, Chief Executive Officer or other authorized officer Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicableconsummated, release the Insider Shares Escrow Securities to the Initial SecurityholdersHolder so that they can similarly participate. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold each of the Insider Escrow Shares during and the Private Warrants until the termination of the Escrow Period (as defined below). In the case of the Escrow Shares, the “Escrow Period” shall be the period (the “Insider Shares Escrow Period”) commencing beginning on the date hereof the certificates representing the Escrow Shares are deposited with the Escrow Agent and (i) for 50% of the Insider Shares, ending on the earlier of (x) six months after the date first anniversary of the consummation completion of the Company’s initial business combination (as described such term is defined in the Registration Statement), hereinafter a “Business Combination”) and (y) such time subsequent to the date on which Company’s initial business combination as the closing last sales price of the Company’s Common Stock equals or exceeds $12.50 12.00 per share (as adjusted for stock splits, stock dividends, reorganizations reorganizations, recapitalizations and recapitalizationsthe like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (z) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the Company’s initial Business Combination and (ii) for the remaining 50% business combination that results in all of the Insider SharesCompany’s stockholders having the right to exchange their shares of Common Stock for cash, ending six months securities or other property. In the case of Private Warrants, the “Escrow Period” shall be 30 days after completion of the initial business combination. The Private Warrants will not be transferable, assignable or saleable until such time. On the termination date of the consummation of a Business Combination. The Insider Shares shall be released upon notice to the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Insider Shares Escrow Period, the Escrow Agent shall shall, upon written instructions from the Company, disburse such amount of each the Escrow Securities to the Initial Securityholder’s Insider Shares to such Initial SecurityholderHolders; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that up to an aggregate of (i) 787,500 of the Company is being liquidated at any time during Escrow Shares have been forfeited because the Insider Shares Escrow Period, Underwriters did not exercise their over-allotment option in full then the Escrow Agent shall promptly destroy the certificates representing such Escrow Securities (or portion thereof, as applicable) and (ii) up to 1,509,375 of the Insider Shares; provided furtherEscrow Shares as Founder Earnout Shares will not be released unless they are no longer subject to forfeiture. In addition, however, that if, subsequent notwithstanding anything to the Company’s Business Combinationcontrary contained herein, the Escrow Agent shall disburse the Escrow Securities to the Initial Holders upon being notified by the Company (or that the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction trust account into which results in substantially all of the shareholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice executed by the Chairman proceeds of the Board, Chief Executive Officer or other authorized officer IPO and the sale of the Company, Private Warrants has been deposited as described in form reasonably acceptable the Prospectus (the “Trust Account”) is being liquidated because the Company has been unable to consummate its initial business combination within the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicable, release the Insider Shares to the Initial Securityholdersrequired time frame. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold the Insider Shares during the period (the “Insider Shares Escrow Period”) commencing on Securities until the date hereof and (i) for 50% of the Insider Shares, ending on the earlier of (x) six months after that is one year from the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the date of the consummation of a Business Combination. The Insider Shares shall be released upon notice to the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation of a Business Combination to (as such term is defined in the Escrow Agent. Upon completion Amended and Restated Certificate of Incorporation of the Insider Shares Company) by the Company (the “Escrow Period”), on which date it shall, upon written instructions from the Company or Company counsel, disburse each of the Founder's Escrow Agent shall disburse such amount of each Initial Securityholder’s Insider Shares Securities to such Initial SecurityholderFounder less any canceled Cancellable Shares; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider SharesEscrow Securities; provided further, however, that if, subsequent to after the Company consummates a Business Combination (as such term is defined in the Amended and Restated Certificate of Incorporation of the Company’s Business Combination), (i) the Company last sales price of the Company's common stock equals or exceeds $18.00 per share (as adjusted for any stock splits) for any 20 trading days within any 30-trading-day period or (ii) it (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange exchange, or other similar transaction which results in all of the shareholders stockholders of such entity having the right to exchange their shares of Common Stock for cash, securities securities, or other property, then the Escrow Agent will, upon receipt of a written notice certificate executed by the Chairman of the Board, Chief Executive Officer or other authorized officer Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such result has occurred or transaction is then being consummated or such conditions have been achieved, as applicableconsummated, release the Insider Escrow Shares to the Initial SecurityholdersFounders. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold the Insider Shares during the period (the “Insider Shares Escrow Period”) commencing on Securities until the date hereof and (i) for 50% of the Insider Shares, ending on the earlier of (x) six months after that is one year from the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the date of the consummation of a Business Combination. The Insider Shares shall be released upon notice to the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation of a Business Combination to (as such term is defined in the Escrow Agent. Upon completion Amended and Restated Certificate of Incorporation of the Insider Shares Company) by the Company (the “Escrow Period”), on which date it shall, upon written instructions from the Company or Company counsel, disburse each of the Founder's Escrow Agent shall disburse such amount of each Initial Securityholder’s Insider Shares Securities to such Initial SecurityholderFounder less any canceled Cancellable Shares; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider SharesEscrow Securities; provided further, however, that if, subsequent to after the Company consummates a Business Combination (as such term is defined in the Amended and Restated Certificate of Incorporation of the Company’s Business Combination), (i) the Company last sales price of the Company's common stock equals or exceeds $18.00 per share (as adjusted for any stock splits) for any 20 trading days within any 30-trading-day period or (ii) it (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange exchange, or other similar transaction which results in all of the shareholders stockholders of such entity having the right to exchange their shares of Common Stock for cash, securities securities, or other property, then the Escrow Agent will, upon receipt of a written notice certificate executed by the Chairman of the Board, Chief Executive Officer or other authorized officer Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such result has occurred or transaction is then being consummated or such conditions have been achieved, as applicableconsummated, release the Insider Escrow Shares to the Initial SecurityholdersFounders. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. The Escrow Agent shall have no further duties hereunder after the disbursement or destruction of the Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold the Insider Shares during Escrow Securities until termination of their respective Escrow Period (as defined below). In the case of the Escrow Shares, the “Escrow Period” shall be the period beginning on the Effective Date and ending on the date that is the one year anniversary following the initial consummation of a merger, capital stock exchange, asset or stock acquisition, exchangeable share transaction, joint venture or other similar business combination with one or more domestic or international operating businesses (the “Insider Shares Business Combination”), or earlier in the event the Company were to consummate a transaction after the consummation of the initial Business Combination that results in all of the stockholders having the right to exchange their Common Stock for cash, securities or other property. In the case of the Private Warrants, the “Escrow Period”) commencing ” shall be the period beginning on the date hereof Effective Date and (i) for 50% of the Insider Shares, ending on the earlier of (x) six months day after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) . On the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the termination date of the consummation of a Business Combination. The Insider Shares shall be released upon notice to the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Insider Shares applicable Escrow Period, the Escrow Agent shall disburse such amount of shall, upon written instructions from each Initial Securityholder’s Insider Shares Holder, disburse the applicable Escrow Securities to such Initial SecurityholderHolder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider SharesEscrow Securities; provided, however, that if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company (as described in the Prospectus), the Initial Stockholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Escrow Shares held by each Initial Stockholder equal to the product obtained by multiplying (i) the number of Escrow Shares held by such Initial Stockholder on the Effective Date by (ii) a fraction, (x) the numerator of which is 375,000, and (y) the denominator of which is 2,875,000, by (iii) an amount equal to (x) the difference between 1,500,000 and the number of units purchased by the Underwriters upon the exercise of the over-allotment option, divided by (y) 1,500,000; provided further, however, that if, subsequent to after the Company’s Company consummates a Business Combination, the Company it (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders its stockholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice executed by the Chairman of the Board, Chief Executive Officer or other authorized officer Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicableconsummated, release the Insider Shares Escrow Securities to the Initial SecurityholdersHolders so that they can similarly participate. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold the Insider Shares during the period (the “Insider Shares Escrow Period”) commencing on the date hereof and (i) for 50% of the Insider Shares, ending on the earlier of (x) six months Securities until one year after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the date of the consummation of a Business Combination. The Insider Shares shall be released upon notice to the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation of a Business Combination to (as defined in the Registration Statement) (“Escrow Agent. Upon completion Period”), on which date it shall, upon written instructions from each Initial Stockholder, disburse each of the Insider Shares Initial Stockholder’s Escrow Period, the Escrow Agent shall disburse such amount of each Initial Securityholder’s Insider Shares Securities (and any applicable stock power) to such Initial SecurityholderStockholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider SharesEscrow Securities; provided provided, further, however, that if, subsequent to the Company’s Business Combination, the Company (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicable, release the Insider Shares to the Initial Securityholders. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation of the Insider Shares in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 6,000,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting AgreementProspectus), the Initial Securityholders Stockholders agree that no later than by the end of the 30-day period in which the Underwriters may exercise their over-allotment option, the Company shall give the Escrow Agent notice with respect to the amount, if any, of the over-allotment that was exercised by the Underwriters and, upon such notice, the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Escrow Shares and Escrow Warrants held by each such holder Initial Stockholder determined by multiplying (a) the product of (i) 375,000 1,500,000, multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Escrow Shares and Escrow Warrants held by each such holderInitial Stockholder, and (y) the denominator of which is the total number of Insider SharesEscrow Shares and Escrow Warrants, by (b) a fraction, (i) the numerator of which is 1,500,000 6,000,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The 6,000,000; provided further, however, that if, after the Company shall promptly provide written notice consummates a Business Combination (as such term is defined in the Registration Statement), (i) it (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property or (ii) the last sales price of the Common Stock equals or exceeds $13.75 per share for any 20 trading days within any 30-trading day period, then the Escrow Agent will, upon receipt of a certificate, executed by the Chairman of the Board, President or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, that such transaction is then being consummated or such conditions have been achieved, as applicable, release the Escrow Shares to the Initial Stockholders. The Escrow Agent shall have no further duties hereunder after the disbursement or destruction of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters Escrow Shares in connection accordance with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premisesthis Section 3.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold the Insider Shares during the period (the “Insider Shares Escrow Period”) commencing on the date hereof and (i) for 50% of the Insider Shares, ending on the earlier of (x) Private Placement Securities until six months after the date of the consummation of the Company’s initial business combination (as described such term is defined in the Registration StatementProspectus), hereinafter a “Business Combination”) and (y) such period during which the date securities in question shall remain subject to this Agreement, the "ESCROW PERIOD"), on which the closing price respective date it shall, upon written instructions from each Initial Stockholder, disburse each of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the date of the consummation of a Business Combination. The Insider Shares shall be released upon notice to the Initial Stockholder's Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Insider Shares Escrow Period, the Escrow Agent shall disburse such amount of each Initial Securityholder’s Insider Shares Securities to such Initial SecurityholderStockholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof 6.6 hereof, that the Company is being liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider SharesEscrow Securities and; provided further, however, that if, subsequent to the Company’s Business Combination, after the Company consummates a Business Combination (as such term is defined in the Prospectus), it (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders stockholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice certificate, executed by the Chairman of the Board, Chief Executive Officer or other authorized officer Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicableconsummated, release the Insider Shares Escrow Securities to the Initial SecurityholdersStockholders upon consummation of the transaction so that they can similarly participate. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall cancel or disburse, as the case may be, the Escrow Securities (i) within ten (10) days after receipt of written notice executed by Parent, the Company and the Member Representatives (a “Letter of Direction”) or (ii) pursuant to directions set forth in a final non-appealable judgment of a court having competent jurisdiction over the matters contemplated hereby and only up to the amount set forth in such Letter of Direction or judgment, as applicable. Each of Parent, the Company and the Member Representatives agree to promptly deliver a Letter of Direction any time such Escrow Securities are required to be cancelled or released under the terms of the BCA, including without limitation pursuant to Sections 1.6(b) and 5.3 thereof, or this Agreement, including without limitation upon the occurrence of the Claim Termination Date (as defined below). Unless released earlier pursuant to this Section 4, the Escrow Agent shall hold each of the Insider Escrow Securities until the expiration of the Claim Shares during Escrow Period (as defined below) applicable to such Escrow Securities. In the case of the Claim Shares, the escrow period (the “Insider Shares Claims Share Escrow Period”) commencing shall be the period beginning on the date hereof the certificates representing the Claim Shares are deposited with the Escrow Agent and ending no later than one (i1) month after the audited financial statements of Parent for 50% fiscal year 2011 shall have been completed (the “Claim Termination Date,” which unless tolled with respect to specified Escrow Securities pursuant to the following proviso shall be deemed the date upon which all Claims Share Escrow Periods expire), provided, however, that to the extent a Claim Reservation Notice (as defined below) is timely delivered with respect to any Parent Claims that remain unresolved at the time of the Insider Claim Termination Date and notice of which was properly and timely delivered pursuant to the BCA, the Claims Share Escrow Period shall be tolled with respect to the Claim Shares specified in such Claim Reservation Notice, and the Escrow Agent shall continue to hold the Claim Shares specified in such Claim Reservation Notice until the Parent Claim applicable to any portion of such Claim Shares has been resolved pursuant to the BCA at which time each of Parent, the Company and the Member Representatives shall promptly deliver a Letter of Direction directing the Escrow Agent to cancel or release the applicable Claim Shares, ending on as appropriate, in accordance with such resolution. Parent, the earlier of (x) six months after Company and the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter Member Representatives shall promptly deliver a “Business Combination”) and (y) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the date of the consummation of a Business Combination. The Insider Shares shall be released upon written notice to the Escrow Agent by (a “Claim Reservation Notice”) to the extent any Initial Securityholder or Parent Claims remain unresolved at the Company that time of the foregoing requirements have been met. The Company shall promptly provide written Claim Termination Date and notice of the consummation of a Business Combination which was properly and timely delivered pursuant to the Escrow Agent. Upon completion BCA specifying for each such Parent Claim the number of such Claim Shares (which shall be a portion of the Insider Claim Shares Escrow Period, reasonably necessary to satisfy such Parent Claims) that are to remain in escrow until the Escrow Agent shall disburse such amount of each Initial Securityholder’s Insider Shares to such Initial Securityholder; provided, however, that if the Escrow Agent applicable Parent Claim is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider Shares; provided further, however, that if, subsequent to the Company’s Business Combination, the Company (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicable, release the Insider Shares to the Initial Securityholdersresolved. The Escrow Agent shall have no further duties hereunder after the expiration of the Claim Shares Escrow Period applicable to all Escrow Securities and the disbursement and/ or cancellation of the Insider Shares Escrow Securities in accordance with this Section 34. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold the Insider Escrow Shares during and the Escrow Warrants until the termination of their respective Escrow Period (as defined below). In the case of the Escrow Shares, the “Escrow Period” shall be the period (the “Insider Shares Escrow Period”) commencing beginning on the date hereof the certificates representing the Shares are deposited with the Escrow Agent and (i) for 50% of the Insider Shares, ending on the earlier date that is twelve (12) months following the consummation of the initial Business Combination (x) six months as such term is defined in the Registration Statement). In the case of the Escrow Warrants, the “Escrow Period” shall be the period beginning on the date the certificates representing the Warrants are deposited with the Escrow Agent and ending on the 90th day after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) . On the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the termination date of the consummation of a Business Combination. The Insider Shares shall be released upon notice to the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Insider Shares applicable Escrow Period, the Escrow Agent shall disburse such amount of shall, upon written instructions from each Initial SecurityholderStockholder, disburse each of the Initial Stockholder’s Insider Shares Escrow Securities to such Initial SecurityholderStockholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider SharesEscrow Securities; provided further, however, that if, subsequent to the Company’s Business Combination, after the Company consummates a Business Combination (as such term is defined in the Registration Statement), it (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders its stockholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt consummation of a written notice executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicabletransaction, release the Insider Shares Escrow Securities to the Initial SecurityholdersStockholders so that they can similarly participate. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if Upon written instructions from the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units Company advising that a Business Combination has been consummated and that public stockholders holding 20% or more of the Company in full within 45 days shares of Common Stock issued pursuant to the date of Registration Statement exercise the Prospectus (right to redeem their shares for cash as described in the Underwriting Agreement)Registration Statement, the Initial Securityholders agree that the Escrow Agent will release and deliver to the Company for cancellation on a pro rata basis certificates representing that number of Escrow Shares (not to exceed 195,303 in the aggregate) which results in the Initial Stockholders collectively owning no more than 23.81% of the Company’s outstanding Common Stock immediately prior to the consummation of the Business Combination after giving effect to the redemption. Such instructions shall return set forth both the number of shares the Company is redeeming and the number of Escrow Shares to be delivered to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 3.1. The Escrow Agent shall hold the Insider Escrow Securities until the termination of their respective Escrow Periods (as defined below). The “Escrow Period” for the Escrow Units, Escrow Shares during and Escrow Warrants (and the shares of Common Stock issuable upon exercise of the Escrow Warrants) shall be the period (the “Insider Shares Escrow Period”) commencing beginning on the date hereof the certificates representing the Escrow Units, Escrow Shares and (i) for 50% of Escrow Warrants are deposited with the Insider Shares, Escrow Agent and ending on the earlier of date that is twelve (x12) six months after the date of following the consummation by the Company of the Company’s its initial business combination Business Combination (as described such term is defined in the Registration Statement), hereinafter a except that if the Underwriters’ over-allotment option is not exercised in full or in part, up to 375,000 Escrow Units, including the underlying Escrow Shares and Escrow Warrants, may be released from escrow for cancellation. The “Business Combination”Escrow Period” for the Private Warrants (and the shares of Common Stock issuable upon exercise of the Private Warrants) and (y) shall be the period beginning on the date the certificates representing the Private Warrants are deposited with the Escrow Agent and ending on which the closing price date that is thirty (30) days following the consummation by the Company of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s its initial Business Combination and (ii) for as such term is defined in the remaining 50% of Registration Statement). On the Insider Shares, ending six months after the termination date of the consummation of a Business Combination. The Insider Shares shall be released upon notice to applicable Escrow Period (the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Insider Shares Escrow Period“Release Date”), the Escrow Agent shall shall, upon written instructions from the Initial Holder, disburse such amount of each the Initial SecurityholderHolder’s Insider Shares Escrow Securities to such Initial SecurityholderHolder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Insider Shares applicable Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider SharesEscrow Securities; provided further, however, that if, subsequent to the Company’s Business Combination, after the Company consummates its initial Business Combination (as such term is defined in the Registration Statement), it (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders stockholders of such entity having the right to exchange their shares of Common Stock common stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice notice, executed by the Chairman of the BoardChairman, Chief Executive Officer or other authorized officer Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicableconsummated, release the Insider Shares Escrow Securities to the Initial SecurityholdersHolder so that it can similarly participate. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold each of the Insider Escrow Shares during and the Private Warrants until the termination of their respective Escrow Periods (as defined below). In the case of the Escrow Shares, the “Escrow Period” shall be the period (the “Insider Shares Escrow Period”) commencing beginning on the date hereof the certificates representing the Escrow Shares are deposited with the Escrow Agent and ending (ia) for 50% of with respect to the Insider Founder Shares, ending on the earlier of (x) six months after the date first anniversary of the consummation completion of the Company’s initial business combination (as described such term is defined in the Registration Statement), hereinafter a “Business Combination”) and (y) such time subsequent to the date on which Company’s initial business combination as the closing last sales price of the Company’s Common Stock equals or exceeds $12.50 12.00 per share (as adjusted for stock splits, stock dividends, reorganizations reorganizations, recapitalizations and recapitalizationsthe like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (z) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the Company’s initial Business Combination business combination that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property, and (iib) with respect to the Founder Earnout Shares, on the earlier of (x) such time as the last sales price of the Company’s Common Stock equals or exceeds $13.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period, or (y) the remaining 50% date on which the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Insider SharesCompany’s stockholders having the right to exchange their shares of common stock for consideration in cash, securities or other property which equals or exceeds $13.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like); provided, that in the event neither (x) nor (y) has occurred within three years following the consummation of the Company’s initial business combination (the “Founder Earnout Deadline”), the Founder Earnout Shares shall be forfeited. In the case of the Private Warrants, the “Escrow Period” shall be the period beginning on the date the certificates representing the Private Warrants are deposited with the Escrow Agent and ending six months after on the 30th day following the date of the consummation of a Business Combinationthe Company’s initial business combination. The Insider Shares shall be released upon notice to On the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice termination date of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Insider Shares applicable Escrow Period, the Escrow Agent shall shall, upon written instructions from the Company, disburse such amount of each the Escrow Securities to the Initial Securityholder’s Insider Shares to such Initial SecurityholderHolders; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that (i) up to an aggregate of 576,220 of the Company is being liquidated at any time during Escrow Shares have been forfeited because the Insider Underwriters did not exercise their over-allotment option in full or (ii) the Founder Earnout Shares Escrow Periodhave been forfeited because neither (x) nor (y) above occurred on or before the Founder Earnout Deadline, then the Escrow Agent shall promptly destroy the certificates representing the Insider Shares; provided furthersuch Escrow Securities (or portion thereof, howeveras applicable). In addition, that if, subsequent notwithstanding anything to the Company’s Business Combinationcontrary contained herein, the Escrow Agent shall disburse the Escrow Securities to the Initial Holders upon being notified by the Company (or that the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction trust account into which results in substantially all of the shareholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice executed by the Chairman proceeds of the Board, Chief Executive Officer or other authorized officer IPO and the sale of the Company, Private Warrants has been deposited as described in form reasonably acceptable the Prospectus (the “Trust Account”) is being liquidated because the Company has been unable to consummate its initial business combination within the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicable, release the Insider Shares to the Initial Securityholdersrequired time frame. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold the Insider Shares during Founders’ Units until the period (the “Insider Shares Escrow Period”) commencing on the date hereof and (i) for 50% of the Insider Shares, ending on the earlier of (x) six months after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30one-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the date year anniversary of the consummation of a Business Combination. The Insider Shares Combination (as such term is defined in the Amended and Restated Certificate of Incorporation of the Company) and shall be released upon notice hold the Private Placement Warrants until the 90th day following the consummation of a Business Combination (each such period, an “Escrow Period”); provided, however, that if the over-allotment granted to the Underwriters pursuant to the Underwriting Agreement is not exercised in full prior to the expiration of the over-allotment option, then the Escrow Agent by any Initial Securityholder or shall release to the Company that such number of Founders’ Units as directed in writing by the foregoing requirements have been metCompany for cancellation. The Company shall promptly provide written notice of the consummation of a Business Combination to the Escrow Agent. Upon the completion of the Insider Shares each Escrow Period, the Escrow Agent shall automatically disburse such amount the applicable Escrow Securities to each Founder upon receipt of each Initial Securityholder’s Insider Shares to such Initial Securityholderwritten request therefor from the Company; provided, however, that if the Escrow Agent is notified by consummation of a Business Combination takes the form of a merger, stock exchange or other similar transaction which results in any of the security holders of the Company pursuant having the right to Section 6.7 hereof that the Company is being liquidated at any time during the Insider Shares Escrow Periodexchange their securities for other securities, then the Escrow Agent shall, upon receipt of a certificate in form reasonably acceptable to the Escrow Agent, executed by the Chief Executive Officer of the Company, release the Escrow Securities to the Founders immediately prior and subject to consummation of the Business Combination so that they can similarly participate, and upon receipt of the securities issued in respect thereof in connection with the Business Combination, the Founders shall promptly destroy deposit such securities into escrow with the certificates representing Escrow Agent for the Insider Sharesremainder of the applicable Escrow Periods; provided further, however, that if, subsequent to the Company’s Business Combination, after the Company (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all any of the shareholders security holders of the Company or such entity having the right to exchange their shares of Common Stock securities for cash, securities or other property, then the Escrow Agent willshall, upon receipt of a written notice executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of the Company, certificate in form reasonably acceptable to the Escrow Agent, certifying executed by the Chief Executive Officer of the Company, that such transaction is then being consummated or such conditions have been achieved, as applicableconsummated, release the Insider Shares Escrow Securities to the Initial SecurityholdersFounders immediately prior and subject to consummation of the transaction so that they can similarly participate. The Escrow Agent shall act as soon as reasonably possible following the receipt of the certificate, and shall not be held liable for any delay in sending the Escrow Securities caused by the late receipt of the certificate. The Escrow Agent shall have no further duties hereunder with respect to the Escrow Securities after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 3.1. The Escrow Agent shall hold the Insider Shares during Escrow Shares, the Private Warrants and the Sponsor Warrants until the termination of their respective Escrow Period (as defined below). In the case of the Escrow Shares, the “Escrow Period” shall be the period (the “Insider Shares Escrow Period”) commencing beginning on the date hereof the certificates representing the Shares are deposited with the Escrow Agent and (i) for 50% of the Insider Shares, ending on the date that is the earlier of twelve (x12) six months following the consummation of the initial Business Combination (as such term is defined in the Registration Statement) or three (3) years from the Effective Date. In the case of the Private Warrants, the “Escrow Period” shall be the period beginning on the date the certificates representing the Private Warrants are deposited with the Escrow Agent and ending on the day after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) . In the case of the Sponsor Warrants, the “Escrow Period” shall be the period beginning on the date the certificates representing the Sponsor Warrants are deposited with the Escrow Agent and ending on which the closing price later of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the date of the consummation of a the initial Business CombinationCombination or one year from the date on which the Sponsor Warrants are deposited into escrow. The Insider Shares shall be released upon notice to On the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice termination date of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Insider Shares applicable Escrow Period, the Escrow Agent shall shall, upon written instructions from the Initial Holder, disburse such amount of each the Initial SecurityholderHolder’s Insider Shares Escrow Securities to such Initial SecurityholderHolder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider SharesEscrow Securities; provided further, however, that if, subsequent to the Company’s Business Combination, after the Company consummates a Business Combination (as such term is defined in the Registration Statement), it (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders its stockholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice notice, executed by the Chairman of the BoardChairman, Chief Executive Officer or other authorized officer Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicableconsummated, release the Insider Shares Escrow Securities to the Initial SecurityholdersHolder so that they can similarly participate. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold the Insider Shares during the period (the “Insider Shares Escrow Period”) commencing on Securities until the date hereof and (i) for 50% of the Insider Shares, ending on the earlier of (x) six months after that is one year following the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the date of the consummation of a Business Combination. The Insider Shares shall be released upon notice to the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation of a Business Combination (as such term is defined in the Prospectus) by the Company (the “Escrow Period”), on which date it shall, upon written instructions from the Company or counsel to the Escrow Agent. Upon completion Company, disburse each of the Insider Shares Founding Stockholder’s Escrow Period, the Escrow Agent shall disburse such amount of each Initial Securityholder’s Insider Shares Securities to such Initial SecurityholderFounding Stockholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof hereof, that the Company is being liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider SharesEscrow Securities; provided further, however, that if, subsequent to the Company’s Business Combination, after the Company consummates a Business Combination (as such term is defined in the Prospectus), it (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange exchange, asset or stock acquisition, exchangeable share transaction, joint venture or other similar transaction which results in all of the shareholders of such entity Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice certificate, executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicableconsummated, release the Insider Shares Escrow Securities to the Initial SecurityholdersFounding Stockholders upon consummation of the transaction so that they can similarly participate. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold the Insider Shares during Escrow Warrants until the period date of consummation of a business combination by the Company (the “Insider Shares Warrants Escrow Period”) commencing on and the Escrow Agent shall hold the Escrow Units until the date hereof and (i) for 50% of the Insider Shares, ending on the earlier of (x) six months after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading that is 180 days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the date of the consummation of a Business Combination. The Insider Shares shall be released upon notice to business combination by the Company (the “Units Escrow Period” and, together with the Warrants Escrow Period, the “Escrow Periods”), on which respective dates the Escrow Agent shall, upon written instructions from the Company or counsel to the Company, disburse the Escrow Warrants to the Sponsor and the Escrow Units to the Sponsor and the Investors; provided, however, that if and to the extent the Underwriters do not fully exercise the over-allotment option granted to the Underwriters pursuant to the Underwriting Agreement prior to the over-allotment option’s expiration, then the Escrow Agent shall, upon receipt of a certificate, executed by any Initial Securityholder the Chief Executive Officer, the President or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice Chairman of the consummation Board of the Company, in a Business Combination form reasonably acceptable to the Escrow Agent. Upon completion , certifying as to the forfeiture of the Insider Shares Escrow PeriodSponsor Units as described in Section 2.1 hereof, cancel the Escrow Agent shall disburse such amount number of each Initial Securityholder’s Insider Shares Sponsor Units to such Initial Securityholderbe forfeited pursuant to Section 3 of the Sponsor Unit Subscription Agreement; providedprovided further, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 6.8 hereof that the Company is being liquidated at any time during the Insider Shares Warrants Escrow Period or the Units Escrow Period, as applicable, then the Escrow Agent shall promptly destroy the certificates representing the Insider SharesEscrow Securities; provided further, however, that if the consummation of a business combination takes the form of a merger, stock exchange or other similar transaction that results in any of the security holders of the Company having the right to exchange their securities for other securities, then the Escrow Agent shall, upon receipt of a certificate in form reasonably acceptable to the Escrow Agent, executed by the Chief Executive Officer, the President or the Chairman of the Board of the Company, release the Escrow Securities to the Sponsor and the Investors, as applicable, immediately prior and subject to consummation of the business combination, if the Escrow Agent has been given notice in accordance with the terms of this Agreement, so that they can similarly participate, and upon receipt of such other securities, the Sponsor and the Investors shall deposit such securities into escrow with the Escrow Agent for the remainder of the applicable Escrow Periods; provided further, however, that if, subsequent to after the Company’s Business CombinationCompany consummates a business combination, the Company (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange exchange, asset or stock acquisition, exchangeable share transaction, joint venture or other similar transaction which that results in all of the shareholders Company’s security holders (or those of such entity the surviving entity) having the right to exchange their shares of Common Stock securities for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice certificate, executed by the Chief Executive Officer, the President or Chairman of the Board, Chief Executive Officer or other authorized officer Board of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achievedconsummated, release the Escrow Securities to the Sponsor and the Investors, as applicable, release immediately prior to consummation of the Insider Shares to the Initial Securityholderstransaction so that it can participate similarly. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold the Insider Shares during Initial Units, the period (the “Insider Shares Escrow Period”) commencing on the date hereof and (i) for 50% of the Insider Aftermarket Shares, ending on if any, and the earlier of (x) six months after Co-Investment Units, if any, until the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the date first anniversary of the consummation of a Business Combination. The Insider Shares Combination and shall be released upon notice hold the Private Placement Securities until the consummation of a Business Combination (each such period, an “Escrow Period”); provided, however, that if the over-allotment option granted to the Underwriters pursuant to the Underwriting Agreement is not exercised in full or in part prior to the expiration of the over-allotment option, then the Escrow Agent by any Initial Securityholder or shall release to the Company that such number of Initial Units as directed in writing by the foregoing requirements have been metCompany. The Company shall promptly provide written notice of the consummation of a Business Combination to the Escrow Agent. Upon the completion of the Insider Shares each Escrow Period, the Escrow Agent shall automatically disburse such amount the applicable Escrow Securities to each Private Investor upon receipt of each Initial Securityholder’s Insider Shares to such Initial Securityholderwritten request therefor from the Company; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider SharesEscrow Securities and; provided further, however, that if, subsequent to the Company’s Business Combination, after the Company (consummates a Business Combination and the Company or the surviving entity) entity of such Business Combination subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders security holders of the Company or such entity having the right to exchange their shares of Common Stock securities for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice certificate, executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicableconsummated, release the Insider Shares Escrow Securities to the Initial SecurityholdersPrivate Investors immediately prior and subject to consummation of the transaction so that they can similarly participate. The Escrow Agent shall act as soon as reasonably possible following the receipt of the certificate. The Escrow Agent shall have no further duties hereunder with respect to the Escrow Securities after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold the Insider Shares during the period (the “Insider Shares Escrow Period”) commencing on Securities until the date hereof and (i) for 50% of the Insider Shares, ending on the earlier of (x) six months that is one year after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the date of the consummation of a Business Combination. The Insider Shares shall be released upon notice to the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation of a Business Combination (as defined in the Company’s amended and restated certificate of incorporation) (“Escrow Period”), on which date it shall, upon written instructions from each Initial Stockholder and/or counsel to the Escrow Agent. Upon completion Company, disburse each of the Insider Shares Initial Stockholder’s Escrow Period, the Escrow Agent shall disburse such amount of each Initial Securityholder’s Insider Shares Securities (and any applicable stock power) to such Initial SecurityholderStockholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider SharesEscrow Securities held pursuant to this agreement; provided, further, that if the Underwriters do not exercise their over-allotment option to purchase an additional 1,875,000 Units of the Company (as described in the Prospectus) in full, the Initial Stockholders agree that no later than by the end of the 45-day period in which the Underwriters may exercise their over-allotment option, the Company shall give the Escrow Agent written notice with respect to the amount, if any, of the over-allotment that was exercised by the Underwriters and, upon such notice, the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Escrow Securities and Escrow Warrants held by each Initial Stockholder determined by multiplying (a) the product of (i) 468,750, multiplied by (ii) a fraction, (x) the numerator of which is the number of Escrow Securities held by each Initial Stockholder, and (y) the denominator of which is the total number of Escrow Securities, by (b) a fraction, (i) the numerator of which is 1,875,000 minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,875,000; provided further, however, that if, subsequent to after the Company consummates a Business Combination (as such term is defined in the Company’s Business Combinationamended and restated certificate of incorporation), the Company (i) it (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders stockholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other propertyproperty or (ii) the last sales price of the Common Stock equals or exceeds $13.25 per share for any 20 trading days within any 30-trading day period after the consummation of the Business Combination, then the Escrow Agent will, upon receipt of a written notice certificate, executed by the Chairman of the Board, Chief Executive Officer President or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicable, release the Insider Shares Escrow Securities to the Initial SecurityholdersStockholders. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation destruction of the Insider Shares Escrow Securities in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold the Insider Escrow Shares during the period (the “Insider Shares Escrow Period”) commencing on the date hereof and (i) for 50% of the Insider Shares, ending on the earlier of (x) six months until one year after the date of the consummation of the Company’s initial business combination a Business Combination (as described defined in the Registration Statement, hereinafter a “Business Combination”) and (y) shall hold the date on which Escrow Warrants until the closing last sales price of the Common Stock equals or exceeds $12.50 14.25 per share (as adjusted for stock splits, subject to adjustment in the event of stock dividends, reorganizations splits and recapitalizationssimilar actions) for any 20 trading days within any a 30-trading day period commencing beginning 90 days after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the date of the consummation of a Business Combination. The Insider Shares shall be released upon notice to the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation of a Business Combination to (collectively, the “Escrow Agent. Upon completion Period”), on which dates it shall, upon written instructions from each Founder, disburse each of the Insider Founder’s Escrow Shares or Escrow PeriodWarrants (and any applicable stock power), the Escrow Agent shall disburse such amount of each Initial Securityholder’s Insider Shares as applicable, to such Initial SecurityholderFounder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider SharesEscrow Securities; provided furtherprovided, however, that if, subsequent to the Company’s Business Combination, the Company (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicable, release the Insider Shares to the Initial Securityholders. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation of the Insider Shares in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to the full extent to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting AgreementProspectus), the Initial Securityholders Founders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Escrow Shares and Escrow Warrants held by each such holder Founder determined by multiplying (a) the product of (i) 375,000 375,000, multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Escrow Shares and Escrow Warrants held by each such holderFounder, and (y) the denominator of which is the total number of Insider SharesEscrow Shares and Escrow Warrants, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The ; provided further, however, that if, after the Company shall promptly provide written notice consummates a Business Combination (as such term is defined in the Registration Statement), (i) it (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property or (ii) the last sales price of the Common Stock equals or exceeds $20.00 per share (subject to adjustment in the event of stock dividends, splits and similar actions) for any 20 trading days within any 30-trading day period beginning 90 days after the consummation of a Business Combination, then the Escrow Agent will, upon receipt of a certificate, executed by the Chairman of the Board, Chief Financial Officer or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, that such transaction is then being consummated or such conditions have been achieved, as applicable, release the Escrow Securities to the Founders. The Escrow Agent shall have no further duties hereunder after the disbursement or destruction of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters Escrow Securities in connection accordance with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premisesthis Section 3.