Common use of Disbursement of the Escrow Shares Clause in Contracts

Disbursement of the Escrow Shares. 3.1 If the over-allotment option to purchase all or a portion of the additional 2,250,000 Units of the Company is not exercised in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Sponsor agrees that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of shares of Common Stock determined by multiplying 562,500 by a fraction, (i) the numerator of which is 2,250,000 minus the number of shares of Common Stock included in the Units purchased by the Underwriters upon the exercise of the over-allotment option, and (ii) the denominator of which is 2,250,000. The Company shall promptly provide notice to the Escrow Agent of the expiration or termination of the over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with the exercise thereof. 3.2 Except as otherwise set forth herein, the Escrow Agent shall hold the shares remaining after any cancellation required pursuant to Section 3.1 above (such remaining shares to be referred to herein as the “Escrow Shares”) until the earlier of (i) the six-month anniversary of the date of the consummation of the Company’s initial Business Combination and (ii) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within a 30-trading day period following 150 days after the consummation of the initial Business Combination, or earlier if, subsequent to the initial Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (such period of time during which the Escrow Shares are held in escrow, the “Escrow Period”). Upon the achievement of any of the conditions set forth above, the Company shall promptly provide notice to the Escrow Agent, in form reasonably acceptable to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each Sponsor’s Escrow Shares to the Sponsor. The Escrow Agent shall have no further duties hereunder after the disbursement of the Escrow Shares in accordance with this Section 3.2. 3.3 Notwithstanding the provisions of Section 3.2, if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company’s Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Escrow Agent as trustee thereunder) is being liquidated, then the Escrow Agent shall deliver the certificates representing the Escrow Shares to the Sponsor promptly after the public stockholders are paid the liquidating distributions and shall have no further duties hereunder.

Disbursement of the Escrow Shares. 3.1 If the over-allotment option to purchase all or a portion of the additional 2,250,000 3,000,000 Units of the Company is not exercised in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Sponsor agrees Founders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of shares of Common Stock determined by multiplying 562,500 750,000 by a fraction, (i) the numerator of which is 2,250,000 3,000,000 minus the number of shares of Common Stock included in the Units purchased by the Underwriters upon the exercise of the over-allotment option, and (ii) the denominator of which is 2,250,0003,000,000. The Company shall promptly provide notice to the Escrow Agent of the expiration or termination of the over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with the exercise thereof. 3.2 Except as otherwise set forth herein, the Escrow Agent shall hold the shares remaining after any cancellation required pursuant to Section 3.1 above (such remaining shares to be referred to herein as the “Escrow Shares”) until (i) with respect to 50% of the Escrow Shares, the earlier of (ix) the six-month anniversary of one year after the date of the consummation of the Company’s an initial Business Combination and (iiy) the date on which the closing last sale price of the Common Stock equals or exceeds $12.50 per share (as adjusted for share stock splits, share stock dividends, reorganizations and recapitalizations) for any 20 trading days within a any 30-trading day period following 150 days after the consummation of the Business Combination and (ii) with respect to the remaining 50% of the Escrow Shares, one year after the date of the consummation of an initial Business Combination, or earlier if, subsequent to the initial Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property Combination (such period of time during which the Escrow Shares are held in escrow, the “Escrow Period”). Upon the achievement of any of the conditions set forth above, the The Company shall promptly provide notice to of the Escrow Agent, in form reasonably acceptable consummation of an initial Business Combination to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each SponsorFounder’s Escrow Shares to the Sponsorapplicable Founder; provided, however, that if, after the consummation of an initial Business Combination and during the Escrow Period, the Company (or the surviving entity) 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, then the Escrow Agent will, upon receipt of a 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 Escrow Shares to the Founders. The Escrow Agent shall have no further duties hereunder after the disbursement of the Escrow Shares in accordance with this Section 3.2. 3.3 Notwithstanding the provisions of Section 3.2, if If the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company’s Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Escrow Agent as trustee thereunder) is being liquidated, then the Escrow Agent shall deliver the certificates representing the Escrow Shares to the Sponsor Founders promptly after the public stockholders are paid the liquidating distributions and shall have no further duties hereunder.

Disbursement of the Escrow Shares. 3.1 If the Underwriters do not exercise in full their over-allotment option to purchase all or a portion of the up to an additional 2,250,000 1,500,000 Units of the Company is not exercised in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Sponsor agrees that the Escrow Agent shall return to the Company for cancellation, at no cost, the a number of shares of Common Stock determined by multiplying 562,500 375,000 by a fraction, (i) the numerator of which is 2,250,000 1,500,000 minus the number of shares of Common Stock included in the Units Stock, if any, purchased by the Underwriters upon the exercise of the their over-allotment option, and (ii) the denominator of which is 2,250,0001,500,000. The Company shall promptly provide 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 the their exercise thereof. 3.2 Except as otherwise set forth herein, the Escrow Agent shall hold the shares remaining after any cancellation required pursuant to Section 3.1 above (such remaining shares to be referred to herein as the “Escrow Shares”) until (i) with respect to 50% of the Escrow Shares, on the earlier of (ix) the six-month anniversary of one year after the date of the consummation of the Company’s initial Business Combination and (iiy) the date on which the closing price of the Company’s Common Stock equals or exceeds $12.50 per share (as adjusted for share stock splits, share stock dividends, reorganizations and recapitalizations) for any 20 trading days within a any 30-trading day period following 150 days commencing after the Company’s initial Business Combination and (ii) with respect to the remaining 50% of the Escrow Shares, one year after the date of the consummation of the an initial Business Combination, or earlier if, subsequent to the initial Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property Combination (such period of time during which the Escrow Shares are held in escrow, the “Escrow Period”). Upon the achievement of any of the conditions set forth above, the The Company shall promptly provide notice to of the Escrow Agent, in form reasonably acceptable consummation of a Business Combination to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each SponsorInitial Stockholder’s Escrow Shares (and any applicable share power) to the Sponsor. The Escrow Agent shall have no further duties hereunder after the disbursement of the Escrow Shares in accordance with this Section 3.2. 3.3 Notwithstanding the provisions of Section 3.2such Initial Stockholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company’s Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Escrow Agent as trustee thereunder) is being liquidatedliquidated because it failed to consummate a Business Combination within the time period specified in the Prospectus, then the Escrow Agent shall deliver promptly destroy the certificates representing the Escrow Shares; provided further, however, that if, within one year 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 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 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 Escrow Shares to the Sponsor promptly after the public stockholders are paid the liquidating distributions and Initial Stockholders. The Escrow Agent shall have no further duties hereunderhereunder after the disbursement or destruction of the Escrow Shares in accordance with this Section 3.

Disbursement of the Escrow Shares. 3.1 If the over-allotment option to purchase all or a portion of the additional 2,250,000 750,000 Units of the Company is not exercised in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Sponsor Founder agrees that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of shares of Common Stock determined by multiplying 562,500 187,500 by a fraction, (i) the numerator of which is 2,250,000 750,000 minus the number of shares of Common Stock included in the Units purchased by the Underwriters upon the exercise of the over-allotment option, and (ii) the denominator of which is 2,250,000750,000. The Company shall promptly provide notice to the Escrow Agent of the expiration or termination of the over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with the exercise thereof. 3.2 Except as otherwise set forth herein, the Escrow Agent shall hold the shares remaining after any cancellation required pursuant to Section 3.1 above (such remaining shares to be referred to herein as the “Escrow Shares”) until (i) with respect to 50% of such shares, for a period ending on the earlier of (i) the sixone-month year anniversary of the date of the consummation of the Company’s initial Business Combination and (ii) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within a 30-trading day period following 150 days after the consummation of the initial Business Combination and (ii) with respect to the remaining 50% of such shares, for a period ending on the one-year anniversary of the date of the consummation of the initial Business Combination, or earlier earlier, in either case, if, subsequent to the initial Business Combination, Combination the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (such period of time during which the Escrow Shares are held in escrow, the “Escrow Period”). Upon the achievement of any of the conditions set forth above, the Company shall promptly provide notice to the Escrow Agent, in form reasonably acceptable to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each SponsorFounder’s Escrow Shares to the SponsorFounder. The Escrow Agent shall have no further duties hereunder after the disbursement of the Escrow Shares in accordance with this Section 3.2. 3.3 Notwithstanding the provisions of Section 3.2, if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company’s Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Escrow Agent as trustee thereunder) is being liquidated, then the Escrow Agent shall deliver the certificates representing the Escrow Shares to the Sponsor Founder promptly after the public stockholders are paid the liquidating distributions and shall have no further duties hereunder.

Disbursement of the Escrow Shares. 3.1 If the over-allotment option to purchase all or a portion of the additional 2,250,000 900,000 Units of the Company is not exercised in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Sponsor agrees Initial Shareholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of shares of Common Stock Ordinary Shares determined by multiplying 562,500 225,000 by a fraction, (i) the numerator of which is 2,250,000 900,000 minus the number of shares of Common Stock Ordinary Shares included in the Units purchased by the Underwriters upon the exercise of the over-allotment option, and (ii) the denominator of which is 2,250,000900,000. The Company shall promptly provide notice to the Escrow Agent of the expiration or termination of the over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with the exercise thereof. 3.2 Except as otherwise set forth herein, the Escrow Agent shall hold the shares remaining after any cancellation required pursuant to Section 3.1 above (such remaining shares to be referred to herein as the “Escrow Shares”) until the earlier of (i) the six-month anniversary of the date of the consummation of the Company’s initial Business Combination and (as defined in the Registration Statement), (ii) any time after the date on which 90th day after the closing consummation of the Company’s initial Business Combination where the volume weighted average price of the Common Stock Ordinary Shares equals or exceeds $12.50 per share 12.00 (as adjusted for share splits, share dividends, reorganizations and recapitalizationscombinations or similar actions) for any 20 twenty trading days within a 30-out of any thirty consecutive trading day period following 150 days after and (iii) the consummation of the initial Business Combination, or earlier if, date on which subsequent to the initial Business Combination, the Company consummates a liquidation, merger, stock share exchange or other similar transaction which results in all of the Company’s stockholders shareholders having the right to exchange their shares of Common Stock Ordinary Shares for cash, securities or other property (such period of time during which the Escrow Shares are held in escrow, the “Escrow Period”). Upon the achievement of any of the conditions set forth above, the Company shall promptly provide notice to the Escrow Agent, in form reasonably acceptable to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each Sponsor’s Initial Shareholders’ Escrow Shares to the SponsorInitial Shareholders. The Escrow Agent shall have no further duties hereunder after the disbursement of the Escrow Shares in accordance with this Section 3.2. 3.3 Notwithstanding the provisions of Section 3.2, if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company’s Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Escrow Agent as trustee thereunder) is being liquidated, then the Escrow Agent shall deliver the certificates representing the Escrow Shares to the Sponsor Initial Shareholders promptly after the public stockholders shareholders are paid the liquidating distributions and shall have no further duties hereunder.

Disbursement of the Escrow Shares. 3.1 If the over-allotment option to purchase all or a portion of the additional 2,250,000 900,000 Units of the Company is not exercised in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Sponsor agrees Initial Shareholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of shares of Common Stock Ordinary Shares determined by multiplying 562,500 225,000 by a fraction, (i) the numerator of which is 2,250,000 900,000 minus the number of shares of Common Stock Ordinary Shares included in the Units purchased by the Underwriters upon the exercise of the over-allotment option, and (ii) the denominator of which is 2,250,000900,000. The Company shall promptly provide notice to the Escrow Agent of the expiration or termination of the over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with the exercise thereof. 3.2 Except as otherwise set forth herein, the Escrow Agent shall hold the shares remaining after any cancellation required pursuant to Section 3.1 above (such remaining shares to be referred to herein as the “Escrow Shares”) until the earlier of (i) the six-month anniversary of the date of the consummation of the Company’s initial Business Combination (as defined in the Registration Statement) and (ii) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within a 30-trading day period following 150 days after the consummation of the initial Business Combination, or earlier if, subsequent to the initial Business Combination, the Company consummates a liquidation, merger, stock share exchange or other similar transaction which results in all of the Company’s stockholders shareholders having the right to exchange their shares of Common Stock Ordinary Shares for cash, securities or other property (such period of time during which the Escrow Shares are held in escrow, the “Escrow Period”). Upon the achievement of any of the conditions set forth above, the Company shall promptly provide notice to the Escrow Agent, in form reasonably acceptable to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each Sponsor’s Initial Shareholders’ Escrow Shares to the SponsorInitial Shareholders. The Escrow Agent shall have no further duties hereunder after the disbursement of the Escrow Shares in accordance with this Section 3.2. 3.3 Notwithstanding the provisions of Section 3.2, if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company’s Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Escrow Agent as trustee thereunder) is being liquidated, then the Escrow Agent shall deliver the certificates representing the Escrow Shares to the Sponsor Initial Shareholders promptly after the public stockholders shareholders are paid the liquidating distributions and shall have no further duties hereunder.

Disbursement of the Escrow Shares. 3.1 If Notwithstanding Section 2, if the Underwriters do not exercise their over-allotment option to purchase all or a portion of the an additional 2,250,000 750,000 Units of the Company is not exercised in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), each of the Sponsor agrees and the Executive’s agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of shares of Common Stock Escrow Shares held by each such holder determined by multiplying 562,500 (a) the product of (i) 750,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Escrow Shares held by each such holder, and (y) the denominator of which is the total number of Escrow Shares, by (b) a fraction, (i) the numerator of which is 2,250,000 750,000 minus the number of shares of Common Stock included in the Units purchased by the Underwriters upon the exercise of the their over-allotment option, and (ii) the denominator of which is 2,250,000750,000. 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 the their exercise thereof. 3.2 Except as otherwise set forth herein, the Escrow Agent shall hold the shares remaining after any cancellation required pursuant to Section 3.1 above (such remaining shares to be referred to herein as the “Escrow Shares”) until (i) with respect to 50% of the Escrow Shares, the earlier of (ix) the six-month anniversary of six (6) months after the date of the consummation of the Company’s an initial Business Combination and (iiy) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for share stock splits, share stock dividends, reorganizations and recapitalizations) for any 20 trading days within a any 30-trading day period following 150 days after the consummation of the Business Combination and (ii) with respect to the remaining 50% of the Escrow Shares, six (6) months after the date of the consummation of an initial Business Combination, or earlier if, subsequent to the initial Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property Combination (such period of time during which the Escrow Shares are held in escrow, the “Escrow Period”). Upon the achievement of any of the conditions set forth above, the The Company shall promptly provide notice to of the Escrow Agent, in form reasonably acceptable consummation of an initial Business Combination to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each Sponsor’s Escrow Shares to such Sponsor; provided, however, that if, within the Escrow Period, the Company (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, then the Escrow Agent will, upon receipt of a 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 Escrow Shares to the Sponsor. The Escrow Agent shall have no further duties hereunder after the disbursement of the Escrow Shares in accordance with this Section 3.2. 3.3 Notwithstanding the provisions of Section 3.2, if If the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company’s Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Escrow Agent as trustee thereunder) is being liquidated, then the Escrow Agent shall deliver the certificates representing the Escrow Shares to the Sponsor and Executives promptly after the public stockholders are paid the liquidating distributions and shall have no further duties hereunder.

Disbursement of the Escrow Shares. 3.1 If the over-allotment option to purchase all or a portion of the additional 2,250,000 1,875,000 Units of the Company is not exercised in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Sponsor Founder agrees that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of shares of Common Stock held by it determined by multiplying 562,500 468,750 multiplied by a fraction, (i) the numerator of which is 2,250,000 1,875,000 minus the number of shares of Common Stock included in the Units purchased by the Underwriters upon the exercise of the over-allotment option, and (ii) the denominator of which is 2,250,0001,875,000. The Company shall promptly provide notice to the Escrow Agent of the expiration or termination of the over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with the exercise thereof. 3.2 Except as otherwise set forth herein, the Escrow Agent shall hold the shares remaining after any cancellation required pursuant to Section 3.1 3.1, if any, above (such remaining shares to be referred to herein as the “Escrow Shares”) until (i) with respect to 50% of the Escrow Shares, the earlier of (ix) the six-month anniversary of three months after the date of the consummation of the Company’s an initial Business Combination and (iiy) the date on which the closing last sale price of the Common Stock equals or exceeds $12.50 per share (as adjusted for share stock splits, share stock dividends, reorganizations and recapitalizations) for any 20 trading days within a any 30-trading day period following 150 days after the consummation of the Business Combination and (ii) with respect to the remaining 50% of the Escrow Shares, six months after the date of the consummation of an initial Business Combination, or earlier if, subsequent to the initial Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property Combination (such period of time during which the Escrow Shares are held in escrow, the “Escrow Period”). Upon the achievement of any of the conditions set forth above, the The Company shall promptly provide notice to of the Escrow Agent, in form reasonably acceptable consummation of an initial Business Combination to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each SponsorFounder’s Escrow Shares to such Founder; provided, however, that if, within the SponsorEscrow Period, the Company (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, then the Escrow Agent will, upon receipt of a 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 Escrow Shares to the Founder. The Escrow Agent shall have no further duties hereunder after the disbursement of the Escrow Shares in accordance with this Section 3.2. 3.3 Notwithstanding the provisions of Section 3.2, if If the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company’s Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Escrow Agent as trustee thereunder) is being liquidated, then the Escrow Agent shall deliver the certificates representing the Escrow Shares to the Sponsor Founder promptly after the public stockholders are paid the liquidating distributions and shall have no further duties hereunder.

Disbursement of the Escrow Shares. 3.1 If the Underwriters do not exercise in full their over-allotment option to purchase all or a portion of the up to an additional 2,250,000 750,000 Units of the Company is not exercised in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Sponsor Initial Shareholder agrees that the Escrow Agent shall return to the Company for cancellation, at no cost, the a number of shares Escrow Shares equal to the product of Common Stock determined (i) 187,500, multiplied by multiplying 562,500 by (ii) a fraction, (ix) the numerator of which is 2,250,000 750,000 minus the number of shares of Common Stock included in the Units Ordinary Shares purchased by the Underwriters upon the exercise of the their over-allotment option, and (iiy) the denominator of which is 2,250,000750,000. The Company shall promptly provide 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 the their exercise thereof. 3.2 Except as otherwise set forth herein, the Escrow Agent shall hold the shares remaining after any cancellation required pursuant to Section 3.1 above (such remaining shares to be referred to herein as the “Escrow Shares”) until (x) with respect to 50% of the Escrow Shares, the earlier of (i) the six-month anniversary of one year after the date of the consummation of the Company’s initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination with one or more businesses or entities (“Business Combination Combination”) and (ii) the date on which the closing price of the Common Stock Company’s Ordinary Shares equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations reorganizations, and recapitalizations) for any 20 trading days within a any 30-trading day period following 150 days commencing after the consummation of the Company’s initial Business Combination, or earlier if, subsequent and (y) with respect to the initial Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all remaining 50% of the Company’s stockholders having Escrow Shares, one year after the right to exchange their shares date of Common Stock for cash, securities or other property the consummation of a Business Combination (such period of time during which the Escrow Shares are held in escrowcollectively, the “Escrow Period”). Upon the achievement of any of the conditions set forth above, the The Company shall promptly provide notice to of the Escrow Agent, in form reasonably acceptable consummation of a Business Combination to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each Sponsorthe Initial Shareholder’s Escrow Shares (and any applicable stock power) to such Initial 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 because it failed to consummate a Business Combination within the time period specified in the Company’s amended and restated certificate of incorporation, as the same may be further amended from time to time, then the Escrow Agent shall promptly deliver the Escrow Shares to the SponsorInitial Shareholder (or the holder of such shares at that time); provided further, that if, within one year after the Company consummates a Business Combination, the Company (or the surviving entity) 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 Ordinary Shares for cash, securities, or other property, then upon receipt of a 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, the Escrow Agent will release the Escrow Shares to the Initial Shareholder. The Escrow Agent shall have no further duties hereunder after the disbursement of the Escrow Shares in accordance with this Section 3.23. 3.3 Notwithstanding the provisions of Section 3.2, if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company’s Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Escrow Agent as trustee thereunder) is being liquidated, then the Escrow Agent shall deliver the certificates representing the Escrow Shares to the Sponsor promptly after the public stockholders are paid the liquidating distributions and shall have no further duties hereunder.

Disbursement of the Escrow Shares. 3.1 If the over-allotment option to purchase all or a portion of the additional 2,250,000 900,000 Units of the Company is not exercised in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Sponsor agrees that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of shares of Common Stock determined by multiplying 562,500 225,000 by a fraction, (i) the numerator of which is 2,250,000 900,000 minus the number of shares of Common Stock included in the Units purchased by the Underwriters upon the exercise of the over-allotment option, and (ii) the denominator of which is 2,250,000900,000. The Company shall promptly provide notice to the Escrow Agent of the expiration or termination of the over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with the exercise thereof. 3.2 Except as otherwise set forth herein, the Escrow Agent shall hold the shares remaining after any cancellation required pursuant to Section 3.1 above (such remaining shares to be referred to herein as the “Escrow Shares”) until the earlier of (i) the six-month anniversary of 36 months after the date of the consummation of the Company’s an initial Business Combination and (ii) with respect to 50% of the shares of Common Stock, the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for share stock splits, share stock dividends, reorganizations and recapitalizations) for any 20 trading days within a 30-trading day period following 150 days after the consummation of the initial Business Combination, or earlier if, subsequent to the initial Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property Combination (such period of time during which the Escrow Shares are held in escrow, the “Escrow Period”). Upon the achievement of any of the conditions set forth above, the The Company shall promptly provide notice to of the Escrow Agent, in form reasonably acceptable consummation of an initial Business Combination to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse the Escrow Shares to the Sponsor; provided, however, that if, after the consummation of an initial Business Combination and during the Escrow Period, the Company (or the surviving entity) consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders of such amount entity having the right to exchange their shares of each Sponsor’s Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a 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 Escrow Shares to the Sponsor. The Escrow Agent shall have no further duties hereunder after the disbursement of the Escrow Shares in accordance with this Section 3.2. 3.3 Notwithstanding the provisions of Section 3.2, if If the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company’s Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Escrow Agent as trustee thereunder) is being liquidated, then the Escrow Agent shall deliver the certificates representing the Escrow Shares to the Sponsor promptly after the public stockholders are paid the liquidating distributions and shall have no further duties hereunder.

Disbursement of the Escrow Shares. 3.1 If the over-allotment option to purchase all or a portion of the additional 2,250,000 2,625,000 Units of the Company is not exercised in full within 45 days of the date of the Prospectus Registration Statement (as described in the Underwriting Agreement), the Sponsor agrees that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of shares of Common Stock Founder Shares held by the Sponsor determined by multiplying 562,500 656,250 by a fraction, (i) the numerator of which is 2,250,000 2,625,000 minus the number of shares of Common Stock included in the Units purchased by the Underwriters upon the exercise of the over-allotment option, and (ii) the denominator of which is 2,250,0002,625,000. The Company shall promptly provide notice to the Escrow Agent of the expiration or termination of the over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with the exercise thereof. 3.2 Except as otherwise set forth herein, the Escrow Agent shall hold the shares Founder Shares remaining after any cancellation required pursuant to Section 3.1 above (such remaining shares to be referred to herein as the “Escrow Shares”) until the earlier of (i) the six-month anniversary of six months after the date of the consummation of the Company’s initial Business Combination and (ii) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within a 30-trading day period following 150 days after the consummation of the initial Business Combination, or earlier earlier, if, subsequent to the initial a Business Combination, the Company consummates a subsequent liquidation, merger, stock share exchange or other similar transaction which results in all of the Company’s stockholders shareholders having the right to exchange their shares of Common Stock for cash, securities or other property (such period of time during which the Escrow Shares are held in escrow, the “Escrow Period”). Upon the achievement of any of the conditions set forth above, the The Company shall promptly provide notice to of the Escrow Agent, in form reasonably acceptable consummation of an initial Business Combination to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each SponsorFounder’s Escrow Shares to the Sponsorapplicable Founder. The Escrow Agent shall have no further duties hereunder after the disbursement of the Escrow Shares in accordance with this Section 3.2. 3.3 Notwithstanding the provisions of Section 3.2, if If the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company’s Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Escrow Agent as trustee thereunder) is being liquidated, then the Escrow Agent shall deliver the certificates representing the Escrow Shares to the Sponsor Founders promptly after the public stockholders shareholders are paid the liquidating distributions and shall have no further duties hereunder.

Disbursement of the Escrow Shares. 3.1 If the over-allotment option to purchase all or a portion of the additional 2,250,000 637,500 Units of the Company is not exercised in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Sponsor agrees Founders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of shares of Common Stock Ordinary Shares held by each such Founder determined by multiplying 562,500 (a) the product of (i) 159,375, multiplied by (ii) a fraction, (x) the numerator of which is the number of Ordinary Shares held by each such Founder, and (y) the denominator of which is the number of all Founders’ Ordinary Shares deposited hereunder, by (b) a fraction, (i) the numerator of which is 2,250,000 637,500 minus the number of shares of Common Stock Ordinary Shares included in the Units purchased by the Underwriters upon the exercise of the over-allotment option, and (ii) the denominator of which is 2,250,000637,500. The Company shall promptly provide notice to the Escrow Agent of the expiration or termination of the over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with the exercise thereof. 3.2 Except as otherwise set forth herein, the Escrow Agent shall hold the shares remaining after any cancellation required pursuant to Section 3.1 above (such remaining shares to be referred to herein as the “Escrow Shares”) until (i) with respect to 50% of the Escrow Shares, the earlier of (ix) the six-month anniversary of one year after the date of the consummation of the Company’s an initial Business Combination and (iiy) the date on which the closing last sale price of the Common Stock Ordinary Shares equals or exceeds $12.50 per share (as adjusted for share stock splits, share stock dividends, reorganizations and recapitalizations) for any 20 trading days within a any 30-trading day period following 150 days commencing after the consummation of the initial Business Combination, or earlier if, subsequent Combination and (ii) with respect to the initial Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all remaining 50% of the Company’s stockholders having Escrow Shares, one year after the right to exchange their shares date of Common Stock for cash, securities or other property the consummation of a Business Combination (such period of time during which the Escrow Shares are held in escrow, the “Escrow Period”). Upon the achievement of any of the conditions set forth above, the The Company shall promptly provide notice to of the Escrow Agent, in form reasonably acceptable consummation of an initial Business Combination to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each SponsorFounder’s Escrow Shares to such Founder; provided, however, that if, within the SponsorEscrow Period, the Company (or the surviving entity) 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 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 Escrow Shares to the Founders. The Escrow Agent shall have no further duties hereunder after the disbursement of the Escrow Shares in accordance with this Section 3.2. 3.3 Notwithstanding the provisions of Section 3.2, if If the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company’s Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Escrow Agent as trustee thereunder) is being liquidated, then the Escrow Agent shall deliver the certificates representing the Escrow Shares to the Sponsor Founders promptly after the public stockholders shareholders are paid the liquidating distributions and shall have no further duties hereunder.

Disbursement of the Escrow Shares. 3.1 If the over-allotment option to purchase all or a portion of the additional 2,250,000 Units of the Company is not exercised in full within 45 days of the date of the Prospectus Registration Statement (as described in the Underwriting Agreement), the Sponsor agrees that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of shares of Common Stock Founder Shares held by the Sponsor determined by multiplying 562,500 by a fraction, (i) the numerator of which is 2,250,000 minus the number of shares of Common Stock included in the Units purchased by the Underwriters upon the exercise of the over-allotment option, and (ii) the denominator of which is 2,250,000. The Company shall promptly provide notice to the Escrow Agent of the expiration or termination of the over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with the exercise thereof. 3.2 Except as otherwise set forth herein, the Escrow Agent shall hold the shares Founder Shares remaining after any cancellation required pursuant to Section 3.1 above (such remaining shares to be referred to herein as the “Escrow Shares”) until (i) with respect to 50% of the Founder Shares, the earlier of (i) the six-month anniversary of one year after the date of the consummation of the Company’s initial Business Combination business combination and (ii) the date on which the closing price of the Common Stock Class A ordinary shares equals or exceeds $12.50 12.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within a 30-trading day period following 150 days commencing after the consummation of the initial Business Combination, or earlier if, subsequent business combination and (ii) with respect to the initial Business Combinationremaining 50% of the Founder Shares, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all one-year anniversary of the Company’s stockholders having consummation of the right to exchange their shares of Common Stock for cash, securities or other property initial business combination (such period of time during which the Escrow Shares are held in escrow, the “Escrow Period”). Upon the achievement of any of the conditions set forth above, the The Company shall promptly provide notice to of the Escrow Agent, in form reasonably acceptable consummation of an initial Business Combination to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each SponsorFounder’s Escrow Shares to the Sponsorapplicable Founder; provided, however, that if, after the consummation of an initial Business Combination and during the Escrow Period, the Company (or the surviving entity) 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 Ordinary Shares for cash, securities or other property, then the Escrow Agent will, upon receipt of a notice executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of the Company (or the surviving entity), 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 Escrow Shares to the Founders. The Escrow Agent shall have no further duties hereunder after the disbursement of the Escrow Shares in accordance with this Section 3.2. 3.3 Notwithstanding the provisions of Section 3.2, if If the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company’s Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Escrow Agent as trustee thereunder) is being liquidated, then the Escrow Agent shall deliver the certificates representing the Escrow Shares to the Sponsor Founders promptly after the public stockholders shareholders are paid the liquidating distributions and shall have no further duties hereunder.

Disbursement of the Escrow Shares. 3.1 If the over-allotment option to purchase all or a portion of the additional 2,250,000 1,500,000 Units of the Company is not exercised in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Sponsor agrees Founders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of shares of Common Stock determined by multiplying 562,500 375,000 by a fraction, (i) the numerator of which is 2,250,000 1,500,000 minus the number of shares of Common Stock included in the Units purchased by the Underwriters upon the exercise of the over-allotment option, and (ii) the denominator of which is 2,250,0001,500,000. The Company shall promptly provide notice to the Escrow Agent of the expiration or termination of the over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with the exercise thereof. 3.2 Except as otherwise set forth herein, the Escrow Agent shall hold the shares remaining after any cancellation required pursuant to Section 3.1 above (such remaining shares to be referred to herein as the “Escrow Shares”) until (1) with respect to 50% of the founder shares, the earlier of (i) the six-month anniversary of one year after the date of the consummation of the Company’s our initial Business Combination business combination and (ii) the date on which the closing price of the Common Stock our shares of common stock equals or exceeds $12.50 per share (as adjusted for share splits, share dividendscapitalizations, reorganizations and recapitalizations) for any 20 trading days within a any 30-trading day period following 150 days commencing after our initial business combination and (2) with respect to the remaining 50% of the founder shares, one year after the date of our consummation of the initial Business Combinationbusiness combination, or earlier earlier, in either case, if, subsequent to the initial Business Combinationbusiness combination, the Company we consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders shareholders having the right to exchange their ordinary shares of Common Stock for cash, securities or other property (such period of time during which the Escrow Shares are held in escrow, the “Escrow Period”). Upon the achievement of any of the conditions set forth above, the The Company shall promptly provide notice to of the Escrow Agent, in form reasonably acceptable consummation of an initial Business Combination to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each SponsorFounder’s Escrow Shares to the Sponsorapplicable Founder; provided, however, that if, after the consummation of an initial Business Combination and during the Escrow Period, the Company (or the surviving entity) 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, then the Escrow Agent will, upon receipt of a 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 Escrow Shares to the Founders. The Escrow Agent shall have no further duties hereunder after the disbursement of the Escrow Shares in accordance with this Section 3.2. 3.3 Notwithstanding the provisions of Section 3.2, if If the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company’s Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Escrow Agent as trustee thereunder) is being liquidated, then the Escrow Agent shall deliver the certificates representing the Escrow Shares to the Sponsor Founders promptly after the public stockholders are paid the liquidating distributions and shall have no further duties hereunder.

Disbursement of the Escrow Shares. 3.1 If the over-allotment option to purchase all or a portion of the additional 2,250,000 1,875,000 Units of the Company is not exercised in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Sponsor agrees Founders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of shares of Common Stock determined by multiplying 562,500 468,750 by a fraction, (i) the numerator of which is 2,250,000 1,875,000 minus the number of shares of Common Stock included in the Units purchased by the Underwriters upon the exercise of the over-allotment option, and (ii) the denominator of which is 2,250,0001,875,000. The Company shall promptly provide notice to the Escrow Agent of the expiration or termination of the over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with the exercise thereof. 3.2 Except as otherwise set forth herein, the Escrow Agent shall hold the shares remaining after any cancellation required pursuant to Section 3.1 above (such remaining shares to be referred to herein as the “Escrow Shares”) until (i) with respect to 50% of the Escrow Shares, the earlier of (ix) the six-month anniversary of one year after the date of the consummation of the Company’s an initial Business Combination and (iiy) the date on which the closing last sale price of the Common Stock equals or exceeds $12.50 per share (as adjusted for share stock splits, share stock dividends, reorganizations and recapitalizations) for any 20 trading days within a any 30-trading day period following 150 days after the consummation of the Business Combination and (ii) with respect to the remaining 50% of the Escrow Shares, one year after the date of the consummation of an initial Business Combination, or earlier if, subsequent to the initial Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property Combination (such period of time during which the Escrow Shares are held in escrow, the “Escrow Period”). Upon the achievement of any of the conditions set forth above, the The Company shall promptly provide notice to of the Escrow Agent, in form reasonably acceptable consummation of an initial Business Combination to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each SponsorFounder’s Escrow Shares to the Sponsorapplicable Founder; provided, however, that if, after the consummation of an initial Business Combination and during the Escrow Period, the Company (or the surviving entity) 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, then the Escrow Agent will, upon receipt of a 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 Escrow Shares to the Founders. The Escrow Agent shall have no further duties hereunder after the disbursement of the Escrow Shares in accordance with this Section 3.2. 3.3 Notwithstanding the provisions of Section 3.2, if If the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company’s Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Escrow Agent as trustee thereunder) is being liquidated, then the Escrow Agent shall deliver the certificates representing the Escrow Shares to the Sponsor Founders promptly after the public stockholders are paid the liquidating distributions and shall have no further duties hereunder.

Disbursement of the Escrow Shares. 3.1 If Each party hereto hereby agrees as follows: (i) In the over-allotment option to purchase all or a portion of event that the additional 2,250,000 Units Valuation of the Company for the fiscal year ending March 31, 2019 is not exercised in full within 45 days of greater than the date of the Prospectus Pre-IPO Valuation (as described in the Underwriting Agreementdefined herein), the Sponsor agrees that then the Escrow Agent shall return disburse, within five (5) business days after receipt of joint written instructions of the Company and ViewTrade, and no later than thirty (30) days after the Company files its Annual Report on Form 20-F or any equivalent form with the Securities and Exchange Commission (the “Commission”) for the fiscal year ending March 31, 2019, that number of Escrow Shares to the Shareholders (in accordance with the percentage of their respective Escrow Shares in the total Escrow Shares) as determined by subtracting the Pre-IPO Valuation from the Valuation of the Company for cancellationthe fiscal year ending March 31, at no cost2019, divided by the IPO Price (rounded up or down to the nearest whole share), not to exceed the total number of Escrow Shares; and (ii) Under the conditions set forth in this subsection 4(a)(i), in the event that the net income of the Company for the year ending March 31, 2019 reaches or exceeds $28,841,594, the total number of shares Escrow Shares shall be disbursed to the Shareholders in accordance with the percentages of Common Stock determined by multiplying 562,500 by a fraction, their respective Escrow Shares in the total Escrow Shares and this Agreement terminates accordingly. (i) In the numerator of which is 2,250,000 minus event that there are remaining Escrow Shares under the number of shares of Common Stock included conditions set forth in this subsection 4(a) (the Units purchased by “2019 Remaining Escrow Shares”), and the Underwriters upon the exercise Valuation of the overCompany for the fiscal year ending March 31, 2020 is greater than the Pre-allotment option, IPO Valuation and (ii) the denominator of which is 2,250,000. The Company shall promptly provide notice to the Escrow Agent Valuation of the expiration or termination of Company for the over-allotment option and the number of Unitsfiscal year ending March 31, if any2019, purchased by the Underwriters in connection with the exercise thereof. 3.2 Except as otherwise set forth herein, then the Escrow Agent shall hold disburse, within five (5) business days after receipt of joint written instructions of the shares remaining Company and ViewTrade, and no later than thirty (30) days after the Company files its Annual Report on Form 20-F or any cancellation required pursuant equivalent form with the Commission for the fiscal year ending March 31, 2020, that number of Escrow Shares to Section 3.1 above the Shareholders (such remaining shares in accordance with the percentages of their respective Escrowed Shares in the total Escrowed Shares) as determined by subtracting the higher of the Pre-IPO Valuation and the Valuation of the Company for the fiscal year ending March 31, 2019 from the Valuation of the Company for the fiscal year ending March 31, 2020, divided by the IPO Price (rounded up or down to be referred the nearest whole share), not to herein as exceed the “total number of the 2019 Remaining Escrow Shares”; (ii) until Under conditions set forth in this subsection 4(b)(i), in the earlier event that the net income of the Company for the year ending March 31, 2020 reaches or exceeds $28,841,594, the total number of the 2019 Remaining Escrow Shares shall be disbursed to the Shareholders in accordance with the percentages of their respective Escrowed Shares in the total Escrowed Shares and this Agreement terminates accordingly. (i) In the six-month anniversary of the date of the consummation of the Company’s initial Business Combination and (ii) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within a 30-trading day period following 150 days after the consummation of the initial Business Combination, or earlier if, subsequent to the initial Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (such period of time during which the event that there are remaining Escrow Shares are held in escrow, the “Escrow Period”). Upon the achievement of any of under the conditions set forth abovein this subsection 4(b) (the “2020 Remaining Escrow Shares”), and the Valuation of the Company for the fiscal year ending March 31, 2021 is greater than the Pre-IPO Valuation and the Valuation of the Company for each of the fiscal years ending March 31, 2019 and 2020, then the Escrow Agent shall disburse, within five (5) business days after receipt of joint written instructions of the Company and ViewTrade, and no later than thirty (30) days after the Company files its Annual Report on Form 20-F or any equivalent form with the Commission for the fiscal year ending March 31, 2021, that number of Escrow Shares to the Shareholders (in accordance with the percentages of their respective Escrowed Shares in the total Escrowed Shares) as determined by subtracting the highest of the Pre-IPO Valuation and the Valuation of the Company for each of the fiscal years ending March 31, 2019 and 2020 from the Valuation of the Company for the fiscal year ending March 31, 2021, divided by the IPO Price (rounded up or down to the nearest whole share), not to exceed the total number of the 2020 Remaining Escrow Shares; (ii) Under the conditions set forth in this subsection 4(c)(i), in the event that the net income of the Company for the year ending March 31, 2021 reaches or exceeds $28,841,594, the Company total number of the 2020 Remaining Escrow Shares shall promptly provide notice be disbursed to the Escrow AgentShareholders in accordance with the percentage of their respective Escrowed Shares in the total Escrowed Shares; and (iii) Under the conditions set forth in this subsection 4(c)(i), in form reasonably acceptable to the Escrow Agent. Upon completion event that the net income of Company did not reach $28,841,594 for the Escrow Periodyear ending March 31, 2021, the Escrow Agent shall disburse such amount of each Sponsor’s all the remaining Escrow Shares to the Sponsor. The Escrow Agent shall have no further duties hereunder Company within ten (10) business days after the disbursement Company files its Annual Report on Form 20-F or any equivalent form with the Commission for the fiscal year ending March 31, 2021, and upon written instruction of the Escrow Shares in accordance with this Section 3.2. 3.3 Notwithstanding the provisions of Section 3.2ViewTrade, if the Escrow Agent is notified by authorized to instruct the Transfer Agent to cancel such Escrow Shares no later than twenty (20) business days after receipt of such Escrow Shares. The Company shall provide evidence of such cancellation to ViewTrade, in a form reasonably satisfactory to ViewTrade, within ten (10) business days after such cancellation. (d) In the event that the Company pursuant amends, restates, and/or otherwise revises any of its net income for any fiscal year identified in subsections (a) to Section 6.7 hereof (c) above whereby the effect would be to cause the Company to not satisfy any previously satisfied condition related to disbursement of any Escrow Shares, then the Shareholders shall immediately return such previously disbursed Escrow Shares based on such specific condition(s) to the Escrow Agent to be held and disbursed in accordance with the terms of this Agreement. (e) For the avoidance of doubt, each condition set forth hereunder, and any corresponding release of Escrow Shares, requires that the Company’s Trust Account (as defined in that certain Investment Management Trust Agreement, dated Ordinary Shares be then listed on a national securities exchange as of the last date hereofof each such fiscal year, by and between in no event shall the Company and the Escrow Agent as trustee thereunder) is being liquidated, then the Escrow Agent shall deliver the certificates representing the Escrow number of Ordinary Shares released to the Sponsor promptly after Shareholders be greater than the public stockholders are paid total number of Escrow Shares. (f) The following terms have the liquidating distributions and shall have no further duties hereunder.following definitions:

Disbursement of the Escrow Shares. 3.1 If the Underwriters do not exercise in full their over-allotment option to purchase all or a portion of the up to an additional 2,250,000 1,500,000 Units of the Company is not exercised in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Sponsor each Initial Stockholder agrees that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of shares of Common Stock Escrow Shares held by each such holder determined by multiplying 562,500 (a) the product of (i) 375,000, multiplied by (ii) a fraction, (x) the numerator of which is the number of Escrow Shares held by each such holder, and (y) the denominator of which is the total number of Escrow Shares, by (b) a fraction, (i) the numerator of which is 2,250,000 1,500,000 minus the number of shares of Common Stock included in the Units purchased by the Underwriters upon the exercise of the their over-allotment option, and (ii) the denominator of which is 2,250,0001,500,000. The Company shall promptly provide 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 the their exercise thereof. 3.2 Except as otherwise set forth herein, the Escrow Agent shall hold the shares remaining after any cancellation required pursuant to Section 3.1 above (such remaining shares to be referred to herein as the “Escrow Shares”) until the earlier of (ix) the six-month anniversary of six months after the date of the consummation of the Company’s initial merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization, or other similar business combination with one or more businesses or entities (“Business Combination Combination”) and (iiy) the date on which the closing price of the Company’s Common Stock equals or exceeds $12.50 per share (as adjusted for share stock splits, share stock dividends, reorganizations reorganizations, and recapitalizations) for any 20 trading days within a any 30-trading day period following 150 days commencing after the consummation of the initial Business Combination, or earlier if, subsequent to the initial Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property initial Business Combination (such period of time during which the Escrow Shares are held in escrowcollectively, the “Escrow Period”). Upon the achievement of any of the conditions set forth above, the The Company shall promptly provide notice to of the Escrow Agent, in form reasonably acceptable consummation of a Business Combination to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each SponsorInitial Stockholder’s Escrow Shares (and any applicable stock power) to such Initial Stockholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated because it failed to consummate a Business Combination within the time period specified in the Company’s amended and restated certificate of incorporation, as the same may be further amended from time to time, then the Escrow Agent shall promptly deliver the Escrow Shares to the SponsorInitial Stockholder (or the holder of such shares at that time); provided further, that if, within six months after the Company consummates a Business Combination, the Company (or the surviving entity) 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, then upon receipt of a 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, the Escrow Agent will release the Escrow Shares to the Initial Stockholders. The Escrow Agent shall have no further duties hereunder after the disbursement of the Escrow Shares in accordance with this Section 3.23. 3.3 Notwithstanding the provisions of Section 3.2, if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company’s Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Escrow Agent as trustee thereunder) is being liquidated, then the Escrow Agent shall deliver the certificates representing the Escrow Shares to the Sponsor promptly after the public stockholders are paid the liquidating distributions and shall have no further duties hereunder.

Disbursement of the Escrow Shares. 3.1 If the over-allotment option to purchase all or a portion of the additional 2,250,000 1,125,000 Units of the Company is not exercised in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Sponsor Founder agrees that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of shares of Common Stock held by it determined by multiplying 562,500 281,250 multiplied by a fraction, (i) the numerator of which is 2,250,000 1,125,000 minus the number of shares of Common Stock included in the Units purchased by the Underwriters upon the exercise of the over-allotment option, and (ii) the denominator of which is 2,250,0001,125,000. The Company shall promptly provide notice to the Escrow Agent of the expiration or termination of the over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with the exercise thereof. 3.2 Except as otherwise set forth herein, the Escrow Agent shall hold the shares remaining after any cancellation required pursuant to Section 3.1 3.1, if any, above (such remaining shares to be referred to herein as the “Escrow Shares”) until (i) with respect to 50% of the Escrow Shares, the earlier of (ix) the six-month anniversary of three months after the date of the consummation of the Company’s an initial Business Combination and (iiy) the date on which the closing last sale price of the Common Stock equals or exceeds $12.50 per share (as adjusted for share stock splits, share stock dividends, reorganizations and recapitalizations) for any 20 trading days within a any 30-trading day period following 150 days after the consummation of the Business Combination and (ii) with respect to the remaining 50% of the Escrow Shares, six months after the date of the consummation of an initial Business Combination, or earlier if, subsequent to the initial Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property Combination (such period of time during which the Escrow Shares are held in escrow, the “Escrow Period”). Upon the achievement of any of the conditions set forth above, the The Company shall promptly provide notice to of the Escrow Agent, in form reasonably acceptable consummation of an initial Business Combination to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each SponsorFounder’s Escrow Shares to such Founder; provided, however, that if, within the SponsorEscrow Period, the Company (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, then the Escrow Agent will, upon receipt of a 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 Escrow Shares to the Founder. The Escrow Agent shall have no further duties hereunder after the disbursement of the Escrow Shares in accordance with this Section 3.2. 3.3 Notwithstanding the provisions of Section 3.2, if If the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company’s Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Escrow Agent as trustee thereunder) is being liquidated, then the Escrow Agent shall deliver the certificates representing the Escrow Shares to the Sponsor Founder promptly after the public stockholders are paid the liquidating distributions and shall have no further duties hereunder.

Disbursement of the Escrow Shares. 3.1 If the over-allotment option to purchase all or a portion of the additional 2,250,000 825,000 Units of the Company is not exercised in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Sponsor agrees Founders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of shares of Common Stock held by each such Founder determined by multiplying 562,500 (a) the product of (i) 206,250, multiplied by (ii) a fraction, (x) the numerator of which is the number of shares of Common Stock held by each such Founder, and (y) the denominator of which is the number of shares of Common Stock deposited hereunder, by (b) a fraction, (i) the numerator of which is 2,250,000 825,000 minus the number of shares of Common Stock included in the Units purchased by the Underwriters upon the exercise of the over-allotment option, and (ii) the denominator of which is 2,250,000825,000. The Company shall promptly provide notice to the Escrow Agent of the expiration or termination of the over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with the exercise thereof. 3.2 Except as otherwise set forth herein, the Escrow Agent shall hold the shares remaining after any cancellation required pursuant to Section 3.1 above (such remaining shares to be referred to herein as the “Escrow Shares”) until (i) with respect to 50% of the Escrow Shares, the earlier of (ix) the six-month anniversary of six months after the date of the consummation of the Company’s an initial Business Combination and (iiy) the date on which the closing last sale price of the Common Stock equals or exceeds $12.50 per share (as adjusted for share stock splits, share stock dividends, reorganizations and recapitalizations) for any 20 trading days within a any 30-trading day period following 150 days commencing after the consummation of the initial Business Combination, or earlier if, subsequent Combination and (ii) with respect to the initial Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all remaining 50% of the Company’s stockholders having Escrow Shares, six months after the right to exchange their shares date of Common Stock for cash, securities or other property the consummation of a Business Combination (such period of time during which the Escrow Shares are held in escrow, the “Escrow Period”). Upon the achievement of any of the conditions set forth above, the The Company shall promptly provide notice to of the Escrow Agent, in form reasonably acceptable consummation of an initial Business Combination to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each SponsorFounder’s Escrow Shares to such Founder; provided, however, that if, within the SponsorEscrow Period, the Company (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, then the Escrow Agent will, upon receipt of a 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 Escrow Shares to the Founders. The Escrow Agent shall have no further duties hereunder after the disbursement of the Escrow Shares in accordance with this Section 3.2. 3.3 Notwithstanding the provisions of Section 3.2, if If the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company’s Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Escrow Agent as trustee thereunder) is being liquidated, then the Escrow Agent shall deliver the certificates representing the Escrow Shares to the Sponsor Founders promptly after the public stockholders are paid the liquidating distributions and shall have no further duties hereunder.

Disbursement of the Escrow Shares. 3.1 If the over-allotment option to purchase all or a portion of the additional 2,250,000 750,000 Units of the Company is not exercised in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Sponsor agrees that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of shares of Common Stock Founder Shares held by the Sponsor determined by multiplying 562,500 187,500 by a fraction, (i) the numerator of which is 2,250,000 750,000 minus the number of shares of Common Stock included in the Units purchased by the Underwriters upon the exercise of the over-allotment option, and (ii) the denominator of which is 2,250,000750,000. The Company shall promptly provide notice to the Escrow Agent of the expiration or termination of the over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with the exercise thereof. 3.2 Except as otherwise set forth herein, the Escrow Agent shall hold the shares Founder Shares remaining after any cancellation required pursuant to Section 3.1 above (such remaining shares to be referred to herein as the “Escrow Shares”) until the earlier of (i) the six-month anniversary of one year after the date of the consummation of the Company’s an initial Business Combination and (ii) the date on which the closing price of the Common Stock equals or exceeds $12.50 12.00 per share (as adjusted for share stock splits, share stock dividends, reorganizations and recapitalizations) for any 20 trading days within a any 30-trading day period following commencing 150 days after the consummation of the an initial Business Combination, or earlier if, subsequent to the initial Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property Combination (such period of time during which the Escrow Shares are held in escrow, the “Escrow Period”). Upon the achievement of any of the conditions set forth above, the The Company shall promptly provide notice to of the Escrow Agent, in form reasonably acceptable consummation of an initial Business Combination to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each SponsorFounder’s Escrow Shares to the Sponsorapplicable Founder; provided, however, that if, after the consummation of an initial Business Combination and during the Escrow Period, the Company (or the surviving entity) 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, then the Escrow Agent will, upon receipt of a notice executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of the Company (or the surviving entity), 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 Escrow Shares to the Founders. The Escrow Agent shall have no further duties hereunder after the disbursement of the Escrow Shares in accordance with this Section 3.2. 3.3 Notwithstanding the provisions of Section 3.2, if If the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company’s Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Escrow Agent as trustee thereunder) is being liquidated, then the Escrow Agent shall deliver the certificates representing the Escrow Shares to the Sponsor Founders promptly after the public stockholders are paid the liquidating distributions and shall have no further duties hereunder.

Disbursement of the Escrow Shares. 3.1 If the over-allotment option to purchase all or a portion of the additional 2,250,000 Units of the Company is not exercised in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Sponsor agrees that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of shares of Common Stock determined by multiplying 562,500 by a fraction, (i) the numerator of which is 2,250,000 minus the number of shares of Common Stock included in the Units purchased by the Underwriters upon the exercise of the over-allotment option, and (ii) the denominator of which is 2,250,000. The Company shall promptly provide notice to the Escrow Agent of the expiration or termination of the over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with the exercise thereof. 3.2 Except as otherwise set forth herein, the Escrow Agent shall hold 2,110,000 of the shares remaining after any cancellation required pursuant to Section 3.1 above Escrow Shares (such remaining shares to be referred to herein as the “First Level Escrow Shares”) until the earlier to occur of (i) the six-month anniversary of the date of the consummation of the Company’s initial Business Combination and (iia) the date on which the closing last reported sale price of the Class A Common Stock equals or exceeds $12.50 12.00 per share (as adjusted for share stock splits, share stock dividends, reorganizations and recapitalizations) for any 20 twenty (20) trading days within a any thirty (30-) trading day period following 150 days the date hereof (the “First Level Vesting Target”) (such period of time during which the First Level Escrow Shares are held in escrow, the “First Level Escrow Period”) or (b) [__], 20261 (the “Expiration Date”). 1 Note to Draft: Will be the date that is 5 years after the consummation Closing Date. 3.2 The Escrow Agent shall hold 2,110,000 of the initial Escrow Shares (the “Second Level Escrow Shares”) until the earlier to occur of (a) the date on which the last reported sale price of the Class A Common Stock equals or exceeds $15.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any twenty (20) trading days within any thirty (30) trading day period following the date hereof (the “Second Level Vesting Target” and together with the First Level Vesting Target, the “Vesting Targets”) (such period of time during which the Second Level Escrow Shares are held in escrow, the “Second Level Escrow Period” and together with the First Level Escrow Period, the “Escrow Periods”) or (b) the Expiration Date. 3.3 If either or both of the Vesting Targets shall be achieved on or prior to the Expiration Date, then within three (3) Business CombinationDays following the achievement of the applicable Vesting Target, the Escrow Agent shall, upon receipt of written notice from Sponsor (and a copy of such written notice shall be delivered to the Company), in form reasonably acceptable to the Escrow Agent, certifying that the applicable Vesting Target has been achieved, release the First Level Escrow Shares or earlier the Second Level Escrow Shares, as applicable, to Sponsor; provided, however, that if, subsequent to after the initial Business Combinationdate hereof and during the Escrow Periods, the Company consummates shall consummate a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders of the Company having the right to exchange their shares of Class A Common Stock or Class B Common Stock of the Company for cash, securities or other property property, where the valuation of the Class A Common Stock of Parent equals or exceeds either or both of the Vesting Targets (such period of time during which as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), then the Escrow Shares are held in escrowAgent shall, the “Escrow Period”). Upon the achievement upon receipt of any written notice from Sponsor (and a copy of the conditions set forth above, the Company such written notice shall promptly provide notice be delivered to the Escrow AgentCompany), in form reasonably acceptable to the Escrow Agent. Upon completion , certifying that such transaction is then being consummated, release the First Level Escrow Shares or the Second Level Escrow Shares, as applicable, to Sponsor. 3.4 If either or both of the Escrow PeriodVesting Targets shall not be achieved on or prior to the Expiration Date, then within three (3) Business Days following the Expiration Date, the Escrow Agent shall disburse such amount shall, upon receipt of each Sponsor’s written notice from Sponsor or the Company, in form reasonably acceptable to the Escrow Agent, certifying that the applicable Vesting Target has not been achieved by the Expiration Date, release the First Level Escrow Shares or the Second Level Escrow Shares, as applicable, to the Sponsor. Company for cancellation. 3.5 The Escrow Agent shall have no further duties hereunder after the disbursement release of the Escrow Shares in accordance with this Section 3.2. 3.3 Notwithstanding the provisions of 3.1, Section 3.2, if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company’s Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by 3.3 and between the Company and the Escrow Agent as trustee thereunder) is being liquidated, then the Escrow Agent shall deliver the certificates representing the Escrow Shares to the Sponsor promptly after the public stockholders are paid the liquidating distributions and shall have no further duties hereunderSection 3.4.

Disbursement of the Escrow Shares. 3.1 If the over-allotment option to purchase all or a portion of the additional 2,250,000 1,500,000 Units of the Company is not exercised in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Sponsor agrees Holders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, a number of Ordinary Shares held by each such Holder determined by multiplying (a) the number of shares of Common Stock determined Ordinary Shares set forth on Exhibit A attached hereto under the column titled “Forfeiture Shares” by multiplying 562,500 by (b) a fraction, (i) the numerator of which is 2,250,000 1,500,000 minus the number of shares of Common Stock Ordinary Shares included in the Units purchased by the Underwriters upon the exercise of the over-allotment option, and (ii) the denominator of which is 2,250,0001,500,000. The Company shall promptly provide notice to the Escrow Agent of the expiration or termination of the over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with the exercise thereof. 3.2 Except as otherwise set forth herein, the Escrow Agent shall hold the shares remaining after any cancellation required pursuant to Section 3.1 above (such remaining shares to be referred to herein as the “Escrow Shares”) until (i) with respect to 50% of the Escrow Shares, the earlier of (ix) the six-month anniversary of one year after the date of the consummation of the Company’s an initial Business Combination and (iiy) the date on which the closing last sale price of the Common Stock Ordinary Shares equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within a any 30-trading day period following 150 days commencing after the consummation of the initial Business Combination, or earlier if, subsequent Combination and (ii) with respect to the initial Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all remaining 50% of the Company’s stockholders having Escrow Shares, one year after the right to exchange their shares date of Common Stock for cash, securities or other property the consummation of a Business Combination (such period of time during which the Escrow Shares are held in escrow, the “Escrow Period”). Upon the achievement of any of the conditions set forth above, the The Company shall promptly provide notice to of the Escrow Agent, in form reasonably acceptable consummation of an initial Business Combination to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each SponsorHolder ’s Escrow Shares to such Holder ; provided, however, that if, within the SponsorEscrow Period, the Company (or the surviving entity) subsequently consummates a liquidation, merger, share exchange or other similar transaction which results in all of the shareholders of such entity having the right to exchange their Ordinary Shares for cash, securities or other property, then the Escrow Agent will, upon receipt of a 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 Escrow Shares to the Holders. The Escrow Agent shall have no further duties hereunder after the disbursement of the Escrow Shares in accordance with this Section 3.2. 3.3 Notwithstanding the provisions of Section 3.2, if If the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company’s Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Escrow Agent as trustee thereunder) is being liquidated, then the Escrow Agent shall deliver the certificates representing the Escrow Shares to the Sponsor Holders promptly after the public stockholders shareholders are paid the liquidating distributions and shall have no further duties hereunder.

Disbursement of the Escrow Shares. 3.1 If the over-allotment option to purchase all or a portion of the additional 2,250,000 1,500,000 Units of the Company is not exercised in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Sponsor agrees Founders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of shares of Common Stock determined by multiplying 562,500 375,000 by a fraction, (i) the numerator of which is 2,250,000 1,500,000 minus the number of shares of Common Stock included in the Units purchased by the Underwriters upon the exercise of the over-allotment option, and (ii) the denominator of which is 2,250,0001,500,000. The Company shall promptly provide notice to the Escrow Agent of the expiration or termination of the over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with the exercise thereof. 3.2 Except as otherwise set forth herein, the Escrow Agent shall hold the shares remaining after any cancellation required pursuant to Section 3.1 above (such remaining shares to be referred to herein as the “Escrow Shares”) until the earlier of (i) the six-month anniversary of six months after the date of the consummation of the Company’s an initial Business Combination and (ii) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within a 30-trading day period following 150 days after the consummation of the initial Business Combination, or earlier if, subsequent to the initial Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (such period of time during which the Escrow Shares are held in escrow, the “Escrow Period”). Upon the achievement of any of the conditions set forth above, the The Company shall promptly provide notice to of the Escrow Agent, in form reasonably acceptable consummation of an initial Business Combination to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each SponsorFounder’s Escrow Shares to the Sponsorapplicable Founder; provided, however, that if, after the consummation of an initial Business Combination and during the Escrow Period, the Company (or the surviving entity) 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, then the Escrow Agent will, upon receipt of a 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 Escrow Shares to the Founders. The Escrow Agent shall have no further duties hereunder after the disbursement of the Escrow Shares in accordance with this Section 3.2. 3.3 Notwithstanding the provisions of Section 3.2, if If the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company’s Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Escrow Agent as trustee thereunder) is being liquidated, then the Escrow Agent shall deliver the certificates representing the Escrow Shares to the Sponsor Founders promptly after the public stockholders are paid the liquidating distributions and shall have no further duties hereunder.

Disbursement of the Escrow Shares. 3.1 If the over-allotment option to purchase all or a portion of the additional 2,250,000 Units of the Company is not exercised in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Sponsor agrees that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of shares of Common Stock determined by multiplying 562,500 by a fraction, (i) the numerator of which is 2,250,000 minus the number of shares of Common Stock included in the Units purchased by the Underwriters upon the exercise of the over-allotment option, and (ii) the denominator of which is 2,250,000. The Company shall promptly provide notice to the Escrow Agent of the expiration or termination of the over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with the exercise thereof. 3.2 Except as otherwise set forth herein, the Escrow Agent shall hold the shares remaining after any cancellation required pursuant to Section 3.1 above (such remaining shares to be referred to herein as the “Escrow Shares”) until the earlier of (i) the six-month anniversary of the date of the consummation of the Company’s initial Business Combination and (ii) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within a 30-trading day period following 150 days after the consummation of the initial Business Combination, or earlier if, subsequent to the initial Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (such period of time during which the Escrow Shares are held in escrow, the “Escrow Period”). Upon the achievement of any of the conditions set forth above, the Company shall promptly provide notice to the Escrow Agent, in form reasonably acceptable to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each Sponsor’s Escrow Shares to the Sponsor. The Escrow Agent shall have no further duties hereunder after the disbursement of the Escrow Shares in accordance with this Section 3.2. 3.3 Notwithstanding the provisions of Section 3.2, if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company’s Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Escrow Agent as trustee thereunder) is being liquidated, then the Escrow Agent shall deliver the certificates representing the Escrow Shares to the Sponsor promptly after the public stockholders are paid the liquidating distributions and shall have no further duties hereunder.

Disbursement of the Escrow Shares. 3.1 If the over-allotment option to purchase all or a portion of the additional 2,250,000 Units of the Company is not exercised in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Sponsor agrees Founders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of shares of Common Stock Ordinary Shares held by each such Founder determined by multiplying 562,500 (a) the product of (i) [ ], multiplied by (ii) a fraction, (x) the numerator of which is the number of Ordinary Shares held by each such Founder, and (y) the denominator of which is the number of all Founders’ Ordinary Shares deposited hereunder, by (b) a fraction, (i) the numerator of which is 2,250,000 minus the number of shares of Common Stock Ordinary Shares included in the Units purchased by the Underwriters upon the exercise of the over-allotment option, and (ii) the denominator of which is 2,250,000. The Company shall promptly provide notice to the Escrow Agent of the expiration or termination of the over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with the exercise thereof. 3.2 Except as otherwise set forth herein, the Escrow Agent shall hold the shares remaining after any cancellation required pursuant to Section 3.1 above (such remaining shares to be referred to herein as the “Escrow Shares”) until the earlier of (i) the six-month anniversary of 12 months after the date of the consummation of the Company’s an initial Business Combination and (ii) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within a 30-trading day period following 150 days after the consummation of the initial Business Combination, or earlier if, subsequent to the initial Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (such period of time during which the Escrow Shares are held in escrow, the “Escrow Period”). Upon the achievement of any of the conditions set forth above, the The Company shall promptly provide notice to of the Escrow Agent, in form reasonably acceptable consummation of an initial Business Combination to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each SponsorFounder’s Escrow Shares to such Founder; provided, however, that if, within the SponsorEscrow Period, the Company (or the surviving entity) 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 notice executed by the 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 Escrow Shares to the Founders. The Escrow Agent shall have no further duties hereunder after the disbursement of the Escrow Shares in accordance with this Section 3.2. 3.3 Notwithstanding the provisions of Section 3.2, if If the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company’s Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Escrow Agent as trustee thereunder) is being liquidated, then the Escrow Agent shall deliver the certificates representing the Escrow Shares to the Sponsor Founders promptly after the public stockholders shareholders are paid the liquidating distributions and shall have no further duties hereunder.

Disbursement of the Escrow Shares. 3.1 If the Underwriters do not exercise in full their over-allotment option to purchase all or a portion of the up to an additional 2,250,000 1,800,000 Units of the Company is not exercised in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Sponsor agrees that the Escrow Agent shall return to the Company for cancellation, at no cost, the a number of shares of Common Stock determined by multiplying 562,500 450,000 by a fraction, (i) the numerator of which is 2,250,000 1,800,000 minus the number of shares of Common Stock included in the Units Stock, if any, purchased by the Underwriters upon the exercise of the their over-allotment option, and (ii) the denominator of which is 2,250,0001,800,000. The Company shall promptly provide 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 the their exercise thereof. 3.2 Except as otherwise set forth herein, the Escrow Agent shall hold the shares remaining after any cancellation required pursuant to Section 3.1 above (such remaining shares to be referred to herein as the “Escrow Shares”) until (i) with respect to 50% of the Escrow Shares, on the earlier of (ix) the six-month anniversary of one year after the date of the consummation of the Company’s initial Business Combination and (iiy) the date on which the closing price of the Company’s Common Stock equals or exceeds $12.50 per share (as adjusted for share stock splits, share stock dividends, reorganizations and recapitalizations) for any 20 trading days within a any 30-trading day period following 150 days commencing after the Company’s initial Business Combination and (ii) with respect to the remaining 50% of the Escrow Shares, one year after the date of the consummation of the an initial Business Combination, or earlier if, subsequent to the initial Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property Combination (such period of time during which the Escrow Shares are held in escrow, the “Escrow Period”). Upon the achievement of any of the conditions set forth above, the The Company shall promptly provide notice to of the Escrow Agent, in form reasonably acceptable consummation of a Business Combination to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each SponsorInitial Stockholder’s Escrow Shares (and any applicable share power) to the Sponsor. The Escrow Agent shall have no further duties hereunder after the disbursement of the Escrow Shares in accordance with this Section 3.2. 3.3 Notwithstanding the provisions of Section 3.2such Initial Stockholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company’s Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Escrow Agent as trustee thereunder) is being liquidatedliquidated because it failed to consummate a Business Combination within the time period specified in the Prospectus, then the Escrow Agent shall deliver promptly destroy the certificates representing the Escrow Shares; provided further, however, that if, within one year 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 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 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 Escrow Shares to the Sponsor promptly after the public stockholders are paid the liquidating distributions and Initial Stockholders. The Escrow Agent shall have no further duties hereunderhereunder after the disbursement or destruction of the Escrow Shares in accordance with this Section 3.

Disbursement of the Escrow Shares. 3.1 If the over-allotment option to purchase all or a portion of the additional 2,250,000 2,700,000 Units of the Company is not exercised in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Sponsor agrees Founders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of shares of Common Stock determined by multiplying 562,500 675,000 by a fraction, (i) the numerator of which is 2,250,000 2,700,000 minus the number of shares of Common Stock included in the Units purchased by the Underwriters upon the exercise of the over-allotment option, and (ii) the denominator of which is 2,250,0002,700,000. The Company shall promptly provide notice to the Escrow Agent of the expiration or termination of the over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with the exercise thereof. 3.2 Except as otherwise set forth herein, the Escrow Agent shall hold the shares remaining after any cancellation required pursuant to Section 3.1 above (such remaining shares to be referred to herein as the “Escrow Shares”) until (i) with respect to 50% of the Escrow Shares, the earlier of (ix) the six-month anniversary of one year after the date of the consummation of the Company’s an initial Business Combination and (iiy) the date on which the closing last sale price of the Common Stock equals or exceeds $12.50 per share (as adjusted for share stock splits, share stock dividends, reorganizations and recapitalizations) for any 20 trading days within a any 30-trading day period following 150 days after the consummation of the Business Combination and (ii) with respect to the remaining 50% of the Escrow Shares, one year after the date of the consummation of an initial Business Combination, or earlier if, subsequent to the initial Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property Combination (such period of time during which the Escrow Shares are held in escrow, the “Escrow Period”). Upon the achievement of any of the conditions set forth above, the The Company shall promptly provide notice to of the Escrow Agent, in form reasonably acceptable consummation of an initial Business Combination to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each SponsorFounder’s Escrow Shares to the Sponsorapplicable Founder; provided, however, that if, after the consummation of an initial Business Combination and during the Escrow Period, the Company (or the surviving entity) 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, then the Escrow Agent will, upon receipt of a 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 Escrow Shares to the Founders. The Escrow Agent shall have no further duties hereunder after the disbursement of the Escrow Shares in accordance with this Section 3.2. 3.3 Notwithstanding the provisions of Section 3.2, if If the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company’s Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Escrow Agent as trustee thereunder) is being liquidated, then the Escrow Agent shall deliver the certificates representing the Escrow Shares to the Sponsor Founders promptly after the public stockholders are paid the liquidating distributions and shall have no further duties hereunder.

Disbursement of the Escrow Shares. 3.1 If the over-allotment option to purchase all or a portion of the additional 2,250,000 1,500,000 Units of the Company is not exercised in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Sponsor Founder agrees that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of shares of Common Stock held by it determined by multiplying 562,500 375,000 multiplied by a fraction, (i) the numerator of which is 2,250,000 1,150,000 minus the number of shares of Common Stock included in the Units purchased by the Underwriters upon the exercise of the over-allotment option, and (ii) the denominator of which is 2,250,0001,150,000. The Company shall promptly provide notice to the Escrow Agent of the expiration or termination of the over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with the exercise thereof. 3.2 Except as otherwise set forth herein, the Escrow Agent shall hold the shares remaining after any cancellation required pursuant to Section 3.1 above (such remaining shares to be referred to herein as the “Escrow Shares”) until (i) with respect to 50% of the Escrow Shares, the earlier of (ix) the six-month anniversary of one year after the date of the consummation of the Company’s an initial Business Combination and (iiy) the date on which the closing last sale price of the Common Stock equals or exceeds $12.50 per share (as adjusted for share stock splits, share stock dividends, reorganizations and recapitalizations) for any 20 trading days within a any 30-trading day period following 150 days after the consummation of the Business Combination and (ii) with respect to the remaining 50% of the Escrow Shares, one year after the date of the consummation of an initial Business Combination, or earlier if, subsequent to the initial Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property Combination (such period of time during which the Escrow Shares are held in escrow, the “Escrow Period”). Upon the achievement of any of the conditions set forth above, the The Company shall promptly provide notice to of the Escrow Agent, in form reasonably acceptable consummation of an initial Business Combination to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each SponsorFounder’s Escrow Shares to such Founder; provided, however, that if, within the SponsorEscrow Period, the Company (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, then the Escrow Agent will, upon receipt of a 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 Escrow Shares to the Founder. The Escrow Agent shall have no further duties hereunder after the disbursement of the Escrow Shares in accordance with this Section 3.2. 3.3 Notwithstanding the provisions of Section 3.2, if If the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company’s Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Escrow Agent as trustee thereunder) is being liquidated, then the Escrow Agent shall deliver the certificates representing the Escrow Shares to the Sponsor Founder promptly after the public stockholders are paid the liquidating distributions and shall have no further duties hereunder.

Disbursement of the Escrow Shares. 3.1 If the over-allotment option to purchase all or a portion of the additional 2,250,000 Units of the Company is not exercised in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Sponsor Founder agrees that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of shares of Common Stock held by it determined by multiplying 562,500 multiplied by a fraction, (i) the numerator of which is 2,250,000 minus the number of shares of Common Stock included in the Units purchased by the Underwriters upon the exercise of the over-allotment option, and (ii) the denominator of which is 2,250,000. The Company shall promptly provide notice to the Escrow Agent of the expiration or termination of the over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with the exercise thereof. 3.2 Except as otherwise set forth herein, the Escrow Agent shall hold the shares remaining after any cancellation required pursuant to Section 3.1 above (such remaining shares to be referred to herein as the “Escrow Shares”) until (i) with respect to 50% of the Escrow Shares, the earlier of (ix) the six-month anniversary of one year after the date of the consummation of the Company’s an initial Business Combination and (iiy) the date on which the closing last sale price of the Common Stock equals or exceeds $12.50 per share (as adjusted for share stock splits, share stock dividends, reorganizations and recapitalizations) for any 20 trading days within a any 30-trading day period following 150 days after the consummation of the Business Combination and (ii) with respect to the remaining 50% of the Escrow Shares, one year after the date of the consummation of an initial Business Combination, or earlier if, subsequent to the initial Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property Combination (such period of time during which the Escrow Shares are held in escrow, the “Escrow Period”). Upon the achievement of any of the conditions set forth above, the The Company shall promptly provide notice to of the Escrow Agent, in form reasonably acceptable consummation of an initial Business Combination to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each SponsorFounder’s Escrow Shares to such Founder; provided, however, that if, within the SponsorEscrow Period, the Company (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, then the Escrow Agent will, upon receipt of a 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 Escrow Shares to the Founder. The Escrow Agent shall have no further duties hereunder after the disbursement of the Escrow Shares in accordance with this Section 3.2. 3.3 Notwithstanding the provisions of Section 3.2, if If the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company’s Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Escrow Agent as trustee thereunder) is being liquidated, then the Escrow Agent shall deliver the certificates representing the Escrow Shares to the Sponsor Founder promptly after the public stockholders are paid the liquidating distributions and shall have no further duties hereunder.

Disbursement of the Escrow Shares. 3.1 If the over-allotment option to purchase all or a portion of the additional 2,250,000 Units of the Company is not exercised in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Sponsor agrees that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of shares of Common Stock held by the Sponsor determined by multiplying 562,500 (a) 562,500, by (b) a fraction, (i) the numerator of which is 2,250,000 minus the number of shares of Common Stock included in the Units purchased by the Underwriters upon the exercise of the over-allotment option, and (ii) the denominator of which is 2,250,000. The Company shall promptly provide notice to the Escrow Agent of the expiration or termination of the over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with the exercise thereof. 3.2 Except as otherwise set forth herein, the Escrow Agent shall hold the shares remaining after any cancellation required pursuant to Section 3.1 above (such remaining shares to be referred to herein as the “Escrow Shares”) until the earlier of (ix) the six-month anniversary of one year after the date of the consummation of the Company’s initial Business Combination, (y) the date following the completion of the Company’s initial Business Combination on which the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property, and (iiz) the date on which the closing last sale price of the Common Stock equals or exceeds $12.50 12.00 per share (as adjusted for share stock splits, share stock dividends, reorganizations and recapitalizations) for any 20 trading days within a any 30-trading day period following commencing 150 days after the consummation of the Company’s initial Business Combination, or earlier if, subsequent to the initial Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property Combination (such period of time during which the Escrow Shares are held in escrow, the “Escrow Period”). Upon the achievement of any of the conditions set forth above, the The Company shall promptly provide notice to of the Escrow Agent, in form reasonably acceptable consummation of an initial Business Combination to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each SponsorInitial Shareholder’s Escrow Shares to such Initial Shareholder; provided, however, that if, within the SponsorEscrow Period, the Company (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, then the Escrow Agent will, upon receipt of a 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 Escrow Shares to the Initial Shareholders. The Escrow Agent shall have no further duties hereunder after the disbursement of the Escrow Shares in accordance with this Section 3.2. 3.3 Notwithstanding the provisions of Section 3.2, if If the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company’s Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Escrow Agent as trustee thereunder) is being liquidated, then the Escrow Agent shall deliver the certificates representing the Escrow Shares to the Sponsor Initial Shareholders promptly after the public stockholders are paid the liquidating distributions and shall have no further duties hereunder.

Disbursement of the Escrow Shares. 3.1 3.1. If the over-allotment option to purchase all or a portion of the additional 2,250,000 1,500,000 Units of the Company is not exercised in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Sponsor agrees Initial Shareholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of shares of Common Stock Ordinary Shares determined by multiplying 562,500 375,000 by a fraction, (i) the numerator of which is 2,250,000 1,500,000 minus the number of shares of Common Stock Ordinary Shares included in the Units purchased by the Underwriters upon the exercise of the over-allotment option, and (ii) the denominator of which is 2,250,0001,500,000. The Company shall promptly provide notice to the Escrow Agent of the expiration or termination of the over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with the exercise thereof. 3.2 3.2. Except as otherwise set forth herein, the Escrow Agent shall hold the shares remaining after any cancellation required pursuant to Section 3.1 above (such remaining shares to be referred to herein as the “Escrow Shares”) until the earlier of (i) the six-month anniversary of the date of the consummation of the Company’s initial Business Combination (as defined in the Registration Statement) and (ii) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within a 30-trading day period following 150 days after the consummation of the initial Business Combination, or earlier if, subsequent to the initial Business Combination, the Company consummates a liquidation, merger, stock share exchange or other similar transaction which results in all of the Company’s stockholders shareholders having the right to exchange their shares of Common Stock Ordinary Shares for cash, securities or other property (such period of time during which the Escrow Shares are held in escrow, the “Escrow Period”). Upon the achievement of any of the conditions set forth above, the Company shall promptly provide notice to the Escrow Agent, in form reasonably acceptable to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each Sponsor’s Initial Shareholders’ Escrow Shares to the SponsorInitial Shareholders. The Escrow Agent shall have no further duties hereunder after the disbursement of the Escrow Shares in accordance with this Section 3.2. 3.3 3.3. Notwithstanding the provisions of Section 3.2, if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company’s Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Escrow Agent as trustee thereunder) is being liquidated, then the Escrow Agent shall deliver the certificates representing the Escrow Shares to the Sponsor Initial Shareholders promptly after the public stockholders shareholders are paid the liquidating distributions and shall have no further duties hereunder.

Disbursement of the Escrow Shares. 3.1 If the over-allotment option to purchase all or a portion of the additional 2,250,000 Units of the Company is not exercised in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Sponsor agrees Founders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of shares of Common Stock determined by multiplying 562,500 by a fraction, (i) the numerator of which is 2,250,000 minus the number of shares of Common Stock included in the Units purchased by the Underwriters upon the exercise of the over-allotment option, and (ii) the denominator of which is 2,250,000. The Company shall promptly provide notice to the Escrow Agent of the expiration or termination of the over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with the exercise thereof. 3.2 Except as otherwise set forth herein, the Escrow Agent shall hold the shares remaining after any cancellation required pursuant to Section 3.1 above (such remaining shares to be referred to herein as the “Escrow Shares”) until the earlier of (i) the six-month anniversary of 180 days after the date of the consummation of the Company’s an initial Business Combination and (ii) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within a 30-trading day period following 150 days after the consummation of the initial Business Combination, or earlier if, subsequent to the initial Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (such period of time during which the Escrow Shares are held in escrow, the “Escrow Period”). Upon the achievement of any of the conditions set forth above, the The Company shall promptly provide notice to of the Escrow Agent, in form reasonably acceptable consummation of an initial Business Combination to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each SponsorFounder’s Escrow Shares to the Sponsorapplicable Founder; provided, however, that if, after the consummation of an initial Business Combination and during the Escrow Period, the Company (or the surviving entity) 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, then the Escrow Agent will, upon receipt of a 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 Escrow Shares to the Founders. The Escrow Agent shall have no further duties hereunder after the disbursement of the Escrow Shares in accordance with this Section 3.2. 3.3 Notwithstanding the provisions of Section 3.2, if If the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company’s Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Escrow Agent as trustee thereunder) is being liquidated, then the Escrow Agent shall deliver the certificates representing the Escrow Shares to the Sponsor Founders promptly after the public stockholders are paid the liquidating distributions and shall have no further duties hereunder.

Disbursement of the Escrow Shares. 3.1 If the over-allotment option to purchase all or a portion of the additional 2,250,000 1,500,000 Units of the Company is not exercised in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Sponsor agrees Holders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, a number of Ordinary Shares held by each such Founder determined by multiplying (a) the number of shares of Common Stock determined Ordinary Shares set forth on Exhibit A attached hereto under the column titled “Forfeiture Shares” by multiplying 562,500 by (b) a fraction, (i) the numerator of which is 2,250,000 1,500,000 minus the number of shares of Common Stock Ordinary Shares included in the Units purchased by the Underwriters upon the exercise of the over-allotment option, and (ii) the denominator of which is 2,250,0001,500,000. The Company shall promptly provide notice to the Escrow Agent of the expiration or termination of the over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with the exercise thereof. 3.2 Except as otherwise set forth herein, the Escrow Agent shall hold the shares remaining after any cancellation required pursuant to Section 3.1 above (such remaining shares to be referred to herein as the “Escrow Shares”) until (i) with respect to 50% of the Escrow Shares, the earlier of (ix) the six-month anniversary of one year after the date of the consummation of the Company’s an initial Business Combination and (iiy) the date on which the closing last sale price of the Common Stock Ordinary Shares equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within a any 30-trading day period following 150 days commencing after the consummation of the initial Business Combination, or earlier if, subsequent Combination and (ii) with respect to the initial Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all remaining 50% of the Company’s stockholders having Escrow Shares, one year after the right to exchange their shares date of Common Stock for cash, securities or other property the consummation of a Business Combination (such period of time during which the Escrow Shares are held in escrow, the “Escrow Period”). Upon the achievement of any of the conditions set forth above, the The Company shall promptly provide notice to of the Escrow Agent, in form reasonably acceptable consummation of an initial Business Combination to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each SponsorFounder’s Escrow Shares to such Founder; provided, however, that if, within the SponsorEscrow Period, the Company (or the surviving entity) subsequently consummates a liquidation, merger, share exchange or other similar transaction which results in all of the shareholders of such entity having the right to exchange their Ordinary Shares for cash, securities or other property, then the Escrow Agent will, upon receipt of a 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 Escrow Shares to the Holders. The Escrow Agent shall have no further duties hereunder after the disbursement of the Escrow Shares in accordance with this Section 3.2. 3.3 Notwithstanding the provisions of Section 3.2, if If the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company’s Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Escrow Agent as trustee thereunder) is being liquidated, then the Escrow Agent shall deliver the certificates representing the Escrow Shares to the Sponsor Holders promptly after the public stockholders shareholders are paid the liquidating distributions and shall have no further duties hereunder.

Disbursement of the Escrow Shares. 3.1 If the over-allotment option to purchase all or a portion of the additional 2,250,000 1,800,000 Units of the Company is not exercised in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Sponsor agrees Founders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of shares of Common Stock determined by multiplying 562,500 450,000 by a fraction, (i) the numerator of which is 2,250,000 1,800,000 minus the number of shares of Common Stock included in the Units purchased by the Underwriters upon the exercise of the over-allotment option, and (ii) the denominator of which is 2,250,0001,800,000. The Company shall promptly provide notice to the Escrow Agent of the expiration or termination of the over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with the exercise thereof. 3.2 Except as otherwise set forth herein, the Escrow Agent shall hold the shares remaining after any cancellation required pursuant to Section 3.1 above (such remaining shares to be referred to herein as the “Escrow Shares”) until (1) with respect to 50% of the founder shares, the earlier of (i) the six-month anniversary of one year after the date of the consummation of the Company’s our initial Business Combination business combination and (ii) the date on which the closing price of the Common Stock our shares of common stock equals or exceeds $12.50 per share (as adjusted for share splits, share dividendscapitalizations, reorganizations and recapitalizations) for any 20 trading days within a any 30-trading day period following 150 days commencing after our initial business combination and (2) with respect to the remaining 50% of the founder shares, one year after the date of our consummation of the initial Business Combinationbusiness combination, or earlier earlier, in either case, if, subsequent to the initial Business Combinationbusiness combination, the Company we consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders shareholders having the right to exchange their ordinary shares of Common Stock for cash, securities or other property (such period of time during which the Escrow Shares are held in escrow, the “Escrow Period”). Upon the achievement of any of the conditions set forth above, the The Company shall promptly provide notice to of the Escrow Agent, in form reasonably acceptable consummation of an initial Business Combination to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each SponsorFounder’s Escrow Shares to the Sponsorapplicable Founder; provided, however, that if, after the consummation of an initial Business Combination and during the Escrow Period, the Company (or the surviving entity) 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, then the Escrow Agent will, upon receipt of a 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 Escrow Shares to the Founders. The Escrow Agent shall have no further duties hereunder after the disbursement of the Escrow Shares in accordance with this Section 3.2. 3.3 Notwithstanding the provisions of Section 3.2, if If the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company’s Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Escrow Agent as trustee thereunder) is being liquidated, then the Escrow Agent shall deliver the certificates representing the Escrow Shares to the Sponsor Founders promptly after the public stockholders are paid the liquidating distributions and shall have no further duties hereunder.

Disbursement of the Escrow Shares. 3.1 If the Underwriters do not exercise in full their over-allotment option to purchase all or a portion of the up to an additional 2,250,000 1,950,000 Units of the Company is not exercised in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Sponsor agrees that the Escrow Agent shall return to the Company for cancellation, at no cost, the a number of shares Escrow Shares held by the Sponsor equal to the product of Common Stock determined (i) 487,500, multiplied by multiplying 562,500 by (ii) a fraction, (ix) the numerator of which is 2,250,000 1,950,000 minus the number of shares of Common Stock included in the Units purchased by the Underwriters upon the exercise of the their over-allotment option, and (iiy) the denominator of which is 2,250,0001,950,000. The Company shall promptly provide 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 the their exercise thereof. 3.2 Except as otherwise set forth herein, the Escrow Agent shall hold the shares remaining after any cancellation required pursuant to Section 3.1 above (such remaining shares to be referred to herein as the “Escrow Shares”) until the earlier of (ix) the six-month anniversary of one year after the date of the consummation of the Company’s initial merger, stock exchange, asset acquisition, stock purchase, recapitalization, reorganization, or other similar business combination with one or more businesses or entities (“Business Combination Combination”) and (iiy) the date on which the closing price of the Company’s Common Stock equals or exceeds $12.50 per share (as adjusted for share stock splits, share stock dividends, reorganizations reorganizations, and recapitalizations) for any 20 trading days within a any 30-trading day period following 150 days commencing after the consummation of the initial Business Combination, or earlier if, subsequent to the initial Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property initial Business Combination (such period of time during which the Escrow Shares are held in escrowcollectively, the “Escrow Period”). Upon the achievement of any of the conditions set forth above, the The Company shall promptly provide notice to of the Escrow Agent, in form reasonably acceptable consummation of a Business Combination to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each SponsorInitial Stockholder’s Escrow Shares (and any applicable stock power) to such Initial Stockholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated because it failed to consummate a Business Combination within the time period specified in the Company’s amended and restated certificate of incorporation, as the same may be further amended from time to time, then the Escrow Agent shall promptly deliver the Escrow Shares to the SponsorInitial Stockholder (or the holder of such shares at that time); provided further, that if, within one year after the Company consummates a Business Combination, the Company (or the surviving entity) 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, then upon receipt of a 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, the Escrow Agent will release the Escrow Shares to the Initial Stockholders. The Escrow Agent shall have no further duties hereunder after the disbursement of the Escrow Shares in accordance with this Section 3.23. 3.3 Notwithstanding the provisions of Section 3.2, if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company’s Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Escrow Agent as trustee thereunder) is being liquidated, then the Escrow Agent shall deliver the certificates representing the Escrow Shares to the Sponsor promptly after the public stockholders are paid the liquidating distributions and shall have no further duties hereunder.

Disbursement of the Escrow Shares. 3.1 (a) If the over-allotment option to purchase all or a portion of the additional 2,250,000 2,625,000 Units of the Company is not exercised in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Sponsor agrees Founders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of shares of Common Stock determined by multiplying 562,500 656,250 by a fraction, (i) the numerator of which is 2,250,000 2,625,000 minus the number of shares of Common Stock included in the Units purchased by the Underwriters upon the exercise of the over-allotment option, and (ii) the denominator of which is 2,250,0002,625,000. The Company shall promptly provide notice to the Escrow Agent of the expiration or termination of the over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with the exercise thereof. (b) The Founders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, up to 1,006,250 Escrow Shares (or 875,000 Escrow Shares to the extent that the underwriters’ over-allotment is not exercised, pro rata) to the extent that Rights are exercised upon the consummation of an initial Business Combination, as described in the Prospectus. 3.2 Except as otherwise set forth herein, the Escrow Agent shall hold the shares remaining after any cancellation required pursuant to Section 3.1 above (such remaining shares to be referred to herein as the “Escrow Shares”) until (i) with respect to 50% of the Escrow Shares, the earlier of (i) the six-month anniversary of six months after the date of the consummation of the Company’s an initial Business Combination Combination, and (ii) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for share stock splits, share stock dividends, reorganizations and recapitalizations) for any 20 trading days within a any 30-trading day period following 150 days the consummation of the Business Combination, and (ii) with respect to the remaining 50% of the Escrow Shares, six months after the date of the consummation of an initial Business Combination or (iii) earlier, in either case if, after the consummation of the an initial Business Combination, or earlier if, subsequent to the initial Business Combination, the Company consummates there is a consummation of a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock common stock for cash, securities securities, or other property (such period of time during which the Escrow Shares are held in escrow, the “Escrow Period”). Upon the achievement of any of the conditions set forth above, the Company shall promptly provide notice to the Escrow Agent, in form reasonably acceptable to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each SponsorFounder’s Escrow Shares to the Sponsorapplicable Founder. The Escrow Agent shall have no further duties hereunder after the disbursement of the Escrow Shares in accordance with this Section 3.2. 3.3 Notwithstanding the provisions of Section 3.2, if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company’s Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Escrow Agent as trustee thereunder) is being liquidated, then the Escrow Agent shall deliver the certificates representing the Escrow Shares to the Sponsor Founders promptly after the public stockholders are paid the liquidating distributions and shall have no further duties hereunder.

Disbursement of the Escrow Shares. 3.1 If the Underwriters do not exercise in full their over-allotment option to purchase all or a portion of the up to an additional 2,250,000 Units of the Company is not exercised in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Sponsor agrees that the Escrow Agent shall return to the Company for cancellation, at no cost, the a number of shares Escrow Shares held by the Sponsor equal to the product of Common Stock determined (i) 562,500, multiplied by multiplying 562,500 by (ii) a fraction, (ix) the numerator of which is 2,250,000 minus the number of shares of Common Stock included in the Units purchased by the Underwriters upon the exercise of the their over-allotment option, and (iiy) the denominator of which is 2,250,000. The Company shall promptly provide 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 the their exercise thereof. 3.2 Except as otherwise set forth herein, the Escrow Agent shall hold the shares remaining after any cancellation required pursuant to Section 3.1 above (such remaining shares to be referred to herein as the “Escrow Shares”) until the earlier of (ix) the six-month anniversary of one year after the date of the consummation of the Company’s initial merger, stock exchange, asset acquisition, stock purchase, recapitalization, reorganization, or other similar business combination with one or more businesses or entities (“Business Combination Combination”) and (iiy) the date on which the closing price of the Company’s Common Stock equals or exceeds $12.50 per share (as adjusted for share stock splits, share stock dividends, reorganizations reorganizations, and recapitalizations) for any 20 trading days within a any 30-trading day period following 150 days commencing after the consummation of the initial Business Combination, or earlier if, subsequent to the initial Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property initial Business Combination (such period of time during which the Escrow Shares are held in escrowcollectively, the “Escrow Period”). Upon the achievement of any of the conditions set forth above, the The Company shall promptly provide notice to of the Escrow Agent, in form reasonably acceptable consummation of a Business Combination to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each SponsorInitial Stockholder’s Escrow Shares (and any applicable stock power) to such Initial Stockholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated because it failed to consummate a Business Combination within the time period specified in the Company’s amended and restated certificate of incorporation, as the same may be further amended from time to time, then the Escrow Agent shall promptly deliver the Escrow Shares to the SponsorInitial Stockholder (or the holder of such shares at that time); provided further, that if, within one year after the Company consummates a Business Combination, the Company (or the surviving entity) 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, then upon receipt of a 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, the Escrow Agent will release the Escrow Shares to the Initial Stockholders. The Escrow Agent shall have no further duties hereunder after the disbursement of the Escrow Shares in accordance with this Section 3.23. 3.3 Notwithstanding the provisions of Section 3.2, if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company’s Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Escrow Agent as trustee thereunder) is being liquidated, then the Escrow Agent shall deliver the certificates representing the Escrow Shares to the Sponsor promptly after the public stockholders are paid the liquidating distributions and shall have no further duties hereunder.

Disbursement of the Escrow Shares. 3.1 If the over-allotment option to purchase all or a portion of the additional 2,250,000 Units of the Company is not exercised in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Sponsor each Stockholder agrees that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of shares of Common Stock determined by multiplying 562,500 by a fraction, (i) the numerator of which is 2,250,000 minus the number of shares of Common Stock included in the Units purchased by the Underwriters upon the exercise of the over-allotment option, and (ii) the denominator of which is 2,250,000. The Company shall promptly provide notice to the Escrow Agent of the expiration or termination of the over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with the exercise thereof. 3.2 Except as otherwise set forth herein, the Escrow Agent shall hold the shares remaining after any cancellation required pursuant to Section 3.1 above (such remaining shares to be referred to herein as the “Escrow Shares”) until the earlier of (i) the six-month anniversary of one year after the date of the consummation of the Company’s initial Business Combination and or (ii) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after our initial Business Combination that results in all of the Company’s public stock holders to have the right to exchange their shares of Common Stock for cash, securities or other properties. Notwithstanding the foregoing, the shares of the Company’s Common Stock held in escrow will be released from the escrow account if, on the date on which the closing price of the Common Stock equals or exceeds $12.50 12.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within a 30-trading day period following 150 days after the consummation of the initial Business Combination, or earlier if, subsequent to the initial Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (such period of time during which the Escrow Shares are held in escrow, the “Escrow Period”). Upon the achievement of any of the conditions set forth above, the Company shall promptly provide notice to the Escrow Agent, in form reasonably acceptable to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each SponsorStockholder’s Escrow Shares to the Sponsoreach Stockholder. The Escrow Agent shall have no further duties hereunder after the disbursement of the Escrow Shares in accordance with this Section 3.2. 3.3 Notwithstanding the provisions of Section 3.2, if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company’s Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Escrow Agent as trustee thereunder) is being liquidated, then the Escrow Agent shall deliver the certificates representing the Escrow Shares to the Sponsor of each Stockholder promptly after the public stockholders are paid the liquidating distributions and shall have no further duties hereunder.

Disbursement of the Escrow Shares. 3.1 If the over-allotment option to purchase all or a portion of the additional 2,250,000 1,500,000 Units of the Company is not exercised in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Sponsor agrees Founders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of shares of Common Stock determined by multiplying 562,500 375,000 by a fraction, (i) the numerator of which is 2,250,000 1,500,000 minus the number of shares of Common Stock included in the Units purchased by the Underwriters upon the exercise of the over-allotment option, and (ii) the denominator of which is 2,250,0001.500,000. The Company shall promptly provide notice to the Escrow Agent of the expiration or termination of the over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with the exercise thereof. 3.2 Except as otherwise set forth herein, the Escrow Agent shall hold the shares remaining after any cancellation required pursuant to Section 3.1 above (such remaining shares to be referred to herein as the “Escrow Shares”) until the earlier of (i) the six-month anniversary of one year after the date of the consummation of the Company’s an initial Business Combination Combination, and (ii) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within a 30-trading day period following 150 days after the consummation of the initial Business Combination, or earlier if, subsequent to the initial Business Combination, the date on which the Company consummates completes a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock common stock for cash, securities securities, or other property (such period of time during which the Escrow Shares are held in escrow, the “Escrow Period”). Upon the achievement of any of the conditions set forth above, the Company shall promptly provide notice to the Escrow Agent, in form reasonably acceptable to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each SponsorFounder’s Escrow Shares to the Sponsorapplicable Founder. The Escrow Agent shall have no further duties hereunder after the disbursement of the Escrow Shares in accordance with this Section 3.2. 3.3 Notwithstanding the provisions of Section 3.2, if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company’s Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Escrow Agent as trustee thereunder) is being liquidated, then the Escrow Agent shall deliver the certificates representing the Escrow Shares to the Sponsor Founders promptly after the public stockholders are paid the liquidating distributions and shall have no further duties hereunder.

Disbursement of the Escrow Shares. 3.1 If the over-allotment option to purchase all or a portion of the additional 2,250,000 2,625,000 Units of the Company is not exercised in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Sponsor agrees Founders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of shares of Common Stock determined by multiplying 562,500 656,250 by a fraction, (i) the numerator of which is 2,250,000 2,625,000 minus the number of shares of Common Stock included in the Units purchased by the Underwriters upon the exercise of the over-allotment option, and (ii) the denominator of which is 2,250,0002,625,000. The Company shall promptly provide notice to the Escrow Agent of the expiration or termination of the over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with the exercise thereof. 3.2 Except as otherwise set forth herein, the Escrow Agent shall hold the shares remaining after any cancellation required pursuant to Section 3.1 above (such remaining shares to be referred to herein as the “Escrow Shares”) until the earlier of (i) the six-month anniversary of one year after the date of the consummation of the Company’s an initial Business Combination and Combination, (ii) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for share stock splits, share stock dividends, reorganizations and recapitalizations) for any 20 trading days within a any 30-trading day period following 150 days the consummation of the Business Combination, or (iii) after the consummation of the initial Business Combination, or earlier if, subsequent to the an initial Business Combination, the Company consummates consummation of a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock common stock for cash, securities securities, or other property (such period of time during which the Escrow Shares are held in escrow, the “Escrow Period”). Upon the achievement of any of the conditions set forth above, the Company shall promptly provide notice to the Escrow Agent, in form reasonably acceptable to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each SponsorFounder’s Escrow Shares to the Sponsorapplicable Founder. The Escrow Agent shall have no further duties hereunder after the disbursement of the Escrow Shares in accordance with this Section 3.2. 3.3 Notwithstanding the provisions of Section 3.2, if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company’s Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Escrow Agent as trustee thereunder) is being liquidated, then the Escrow Agent shall deliver the certificates representing the Escrow Shares to the Sponsor Founders promptly after the public stockholders are paid the liquidating distributions and shall have no further duties hereunder.

Disbursement of the Escrow Shares. 3.1 If the over-allotment option to purchase all or a portion of the additional 2,250,000 1,800,000 Units of the Company is not exercised in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Sponsor agrees Founders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of shares of Common Stock determined by multiplying 562,500 450,000 by a fraction, (i) the numerator of which is 2,250,000 1,800,000 minus the number of shares of Common Stock included in the Units purchased by the Underwriters upon the exercise of the over-allotment option, and (ii) the denominator of which is 2,250,0001,800,000. The Company shall promptly provide notice to the Escrow Agent of the expiration or termination of the over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with the exercise thereof. 3.2 Except as otherwise set forth herein, the Escrow Agent shall hold the shares remaining after any cancellation required pursuant to Section 3.1 above (such remaining shares to be referred to herein as the “Escrow Shares”) until (i) with respect to 50% of the Escrow Shares, the earlier of (ix) the six-month anniversary of one year after the date of the consummation of the Company’s an initial Business Combination and (iiy) the date on which the closing last sale price of the Common Stock equals or exceeds $12.50 per share (as adjusted for share stock splits, share stock dividends, reorganizations and recapitalizations) for any 20 trading days within a any 30-trading day period following 150 days after the consummation of the Business Combination and (ii) with respect to the remaining 50% of the Escrow Shares, one year after the date of the consummation of an initial Business Combination, or earlier if, subsequent to the initial Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property Combination (such period of time during which the Escrow Shares are held in escrow, the “Escrow Period”). Upon the achievement of any of the conditions set forth above, the The Company shall promptly provide notice to of the Escrow Agent, in form reasonably acceptable consummation of an initial Business Combination to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each SponsorFounder’s Escrow Shares to the Sponsorapplicable Founder; provided, however, that if, after the consummation of an initial Business Combination and during the Escrow Period, the Company (or the surviving entity) 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, then the Escrow Agent will, upon receipt of a 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 Escrow Shares to the Founders. The Escrow Agent shall have no further duties hereunder after the disbursement of the Escrow Shares in accordance with this Section 3.2. 3.3 Notwithstanding the provisions of Section 3.2, if If the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company’s Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Escrow Agent as trustee thereunder) is being liquidated, then the Escrow Agent shall deliver the certificates representing the Escrow Shares to the Sponsor Founders promptly after the public stockholders are paid the liquidating distributions and shall have no further duties hereunder.

Disbursement of the Escrow Shares. 3.1 If the over-allotment option to purchase all or a portion of the additional 2,250,000 1,650,000 Units of the Company is not exercised in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Sponsor agrees that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of shares of Common Stock Founder Shares held by the Sponsor determined by multiplying 562,500 412,500 by a fraction, (i) the numerator of which is 2,250,000 1,650,000 minus the number of shares of Common Stock included in the Units purchased by the Underwriters upon the exercise of the over-allotment option, and (ii) the denominator of which is 2,250,0001,650,000. The Company shall promptly provide notice to the Escrow Agent of the expiration or termination of the over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with the exercise thereof. 3.2 Except as otherwise set forth herein, the Escrow Agent shall hold the shares Founder Shares remaining after any cancellation required pursuant to Section 3.1 above (such remaining shares to be referred to herein as the “Escrow Shares”) until the earlier of (i) the six-month anniversary of one year after the date of the consummation of the Company’s an initial Business Combination and (ii) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for share stock splits, share stock dividends, reorganizations and recapitalizations) for any 20 trading days within a any 30-trading day period following commencing 150 days after the consummation of the an initial Business Combination, or earlier if, subsequent to the initial Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property Combination (such period of time during which the Escrow Shares are held in escrow, the “Escrow Period”). Upon the achievement of any of the conditions set forth above, the The Company shall promptly provide notice to of the Escrow Agent, in form reasonably acceptable consummation of an initial Business Combination to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each SponsorFounder’s Escrow Shares to the Sponsorapplicable Founder; provided, however, that if, after the consummation of an initial Business Combination and during the Escrow Period, the Company (or the surviving entity) 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, then the Escrow Agent will, upon receipt of a notice executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of the Company (or the surviving entity), 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 Escrow Shares to the Founders. The Escrow Agent shall have no further duties hereunder after the disbursement of the Escrow Shares in accordance with this Section 3.2. 3.3 Notwithstanding the provisions of Section 3.2, if If the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company’s Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Escrow Agent as trustee thereunder) is being liquidated, then the Escrow Agent shall deliver the certificates representing the Escrow Shares to the Sponsor Founders promptly after the public stockholders are paid the liquidating distributions and shall have no further duties hereunder.

Disbursement of the Escrow Shares. 3.1 If the Underwriters do not exercise in full their over-allotment option to purchase all or a portion of the up to an additional 2,250,000 5,400,000 Units of the Company is not exercised in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Sponsor agrees that the Escrow Agent shall return to the Company for cancellation, at no cost, the a number of shares of Common Stock Escrow Shares determined by multiplying 562,500 1,350,000 by a fraction, (i) the numerator of which is 2,250,000 5,400,000 minus the number of shares of Common Stock included in the Units Stock, if any, purchased by the Underwriters upon the exercise of the their over-allotment option, and (ii) the denominator of which is 2,250,0005,400,000. The Company shall promptly provide 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 the their exercise thereof. 3.2 Except as otherwise set forth herein, the Escrow Agent shall hold the shares remaining after Escrow Shares until (i) with respect to 50% of the Escrow Shares (or, if any cancellation required Escrow Shares are cancelled pursuant to Section 3.1 above (hereof, 50% of the remaining Escrow Shares after giving effect to such remaining shares to be referred to herein as the “Escrow Shares”) until cancellation), on the earlier of (ix) the six-month anniversary of one year after the date of the consummation of the Company’s initial merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination Combination”), and (iiy) the date on which the closing price of the Company’s Common Stock equals or exceeds $12.50 12.00 per share (as adjusted for share stock splits, share stock dividends, reorganizations and recapitalizations) for any 20 trading days within a any 30-trading day period following 150 days commencing after the Company’s initial Business Combination and (ii) with respect to the remaining Escrow Shares, one year after the date of the consummation of the an initial Business Combination, or earlier if, subsequent to the initial Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property Combination (such period of time during which the Escrow Shares are held in escrow, the “Escrow Period”). Upon the achievement of any of the conditions set forth above, the The Company shall promptly provide notice to of the Escrow Agent, in form reasonably acceptable consummation of a Business Combination to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each SponsorInitial Stockholder’s Escrow Shares (and any applicable share power) to the Sponsor. The Escrow Agent shall have no further duties hereunder after the disbursement of the Escrow Shares in accordance with this Section 3.2. 3.3 Notwithstanding the provisions of Section 3.2such Initial Stockholder; provided, however, if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company’s Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Escrow Agent as trustee thereunder) is being liquidatedliquidated because it failed to consummate a Business Combination within the time period specified in the Prospectus, then the Escrow Agent shall deliver promptly destroy the certificates representing the Escrow Shares; provided further, however, if, within one year 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 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 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 such transaction is then being consummated or such conditions have been achieved, as applicable, release the Escrow Shares to the Sponsor promptly after the public stockholders are paid the liquidating distributions and Initial Stockholders. The Escrow Agent shall have no further duties hereunderhereunder after the disbursement or destruction of the Escrow Shares in accordance with this Section 3.

Disbursement of the Escrow Shares. 3.1 If the over-allotment option to purchase all or a portion of the additional 2,250,000 Units of the Company is not exercised in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Sponsor agrees that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of shares of Common Stock Founder Shares held by the Sponsor determined by multiplying 562,500 by a fraction, (i) the numerator of which is 2,250,000 minus the number of shares of Common Stock included in the Units purchased by the Underwriters upon the exercise of the over-allotment option, and (ii) the denominator of which is 2,250,000. The Company shall promptly provide notice to the Escrow Agent of the expiration or termination of the over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with the exercise thereof. 3.2 Except as otherwise set forth herein, the Escrow Agent shall hold the shares Founder Shares remaining after any cancellation required pursuant to Section 3.1 above (such remaining shares to be referred to herein as the “Escrow Shares”) until the earlier of (i) the six-month anniversary of one year after the date of the consummation of the Company’s an initial Business Combination and (ii) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for share stock splits, share stock dividends, reorganizations and recapitalizations) for any 20 trading days within a any 30-trading day period following commencing 150 days after the consummation of the an initial Business Combination, or earlier if, subsequent to the initial Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property Combination (such period of time during which the Escrow Shares are held in escrow, the “Escrow Period”). Upon the achievement of any of the conditions set forth above, the The Company shall promptly provide notice to of the Escrow Agent, in form reasonably acceptable consummation of an initial Business Combination to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each SponsorFounder’s Escrow Shares to the Sponsorapplicable Founder; provided, however, that if, after the consummation of an initial Business Combination and during the Escrow Period, the Company (or the surviving entity) 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, then the Escrow Agent will, upon receipt of a notice executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of the Company (or the surviving entity), 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 Escrow Shares to the Founders. The Escrow Agent shall have no further duties hereunder after the disbursement of the Escrow Shares in accordance with this Section 3.2. 3.3 Notwithstanding the provisions of Section 3.2, if If the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company’s Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Escrow Agent as trustee thereunder) is being liquidated, then the Escrow Agent shall deliver the certificates representing the Escrow Shares to the Sponsor Founders promptly after the public stockholders are paid the liquidating distributions and shall have no further duties hereunder.

Disbursement of the Escrow Shares. 3.1 If the over-allotment option to purchase all or a portion of the additional 2,250,000 1,500,000 Units of the Company is not exercised in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Sponsor agrees Founders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of shares of Common Stock held by each such Founder determined by multiplying 562,500 (a) the product of (i) 375,000, multiplied by (ii) a fraction, (x) the numerator of which is the number of shares of Common Stock held by each such Founder, and (y) the denominator of which is the number of shares of Common Stock deposited hereunder, by (b) a fraction, (i) the numerator of which is 2,250,000 1,500,000 minus the number of shares of Common Stock included in the Units purchased by the Underwriters upon the exercise of the over-allotment option, and (ii) the denominator of which is 2,250,0001,500,000. The Company shall promptly provide notice to the Escrow Agent of the expiration or termination of the over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with the exercise thereof. 3.2 Except as otherwise set forth herein, the Escrow Agent shall hold the shares remaining after any cancellation required pursuant to Section 3.1 above (such remaining shares to be referred to herein as the “Escrow Shares”) until with respect to the Escrow Shares, the earlier of (ix) the six-month anniversary of one year after the date of the consummation of the Company’s an initial Business Combination and (iiy) the date on which the closing last sale price of the Common Stock equals or exceeds $12.50 12.00 per share (as adjusted for share stock splits, share stock dividends, reorganizations and recapitalizations) for any 20 trading days within a any 30-trading day period following 150 days commencing after the consummation of the initial Business Combination, or earlier if, subsequent to the initial Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (such period of time during which the Escrow Shares are held in escrow, the “Escrow Period”). Upon the achievement of any of the conditions set forth above, the The Company shall promptly provide notice to of the Escrow Agent, in form reasonably acceptable consummation of an initial Business Combination to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each SponsorFounder’s Escrow Shares to such Founder; provided, however, that if, within the SponsorEscrow Period, the Company (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, then the Escrow Agent will, upon receipt of a 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 Escrow Shares to the Founders. The Escrow Agent shall have no further duties hereunder after the disbursement of the Escrow Shares in accordance with this Section 3.2. 3.3 Notwithstanding the provisions of Section 3.2, if If the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company’s Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Escrow Agent as trustee thereunder) is being liquidated, then the Escrow Agent shall deliver the certificates representing the Escrow Shares to the Sponsor Founders promptly after the public stockholders are paid the liquidating distributions and shall have no further duties hereunder.

Disbursement of the Escrow Shares. 3.1 (a) If the over-allotment option to purchase all or a portion of the additional 2,250,000 2,550,000 Units of the Company is not exercised in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Sponsor agrees Founders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of shares of Common Stock determined by multiplying 562,500 637,500 by a fraction, (i) the numerator of which is 2,250,000 2,550,000 minus the number of shares of Common Stock included in the Units purchased by the Underwriters upon the exercise of the over-allotment option, and (ii) the denominator of which is 2,250,0002,550,000. The Company shall promptly provide notice to the Escrow Agent of the expiration or termination of the over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with the exercise thereof. (b) The Founders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, up to 977,500 Escrow Shares (or 850,000 Escrow Shares to the extent that the underwriters’ over-allotment is not exercised, pro rata) to the extent that Rights are exercised upon the consummation of an initial Business Combination, as described in the Prospectus. 3.2 Except as otherwise set forth herein, the Escrow Agent shall hold the shares remaining after any cancellation required pursuant to Section 3.1 above (such remaining shares to be referred to herein as the “Escrow Shares”) until (i) with respect to 50% of the Escrow Shares, the earlier of (i) the six-month anniversary of six months after the date of the consummation of the Company’s an initial Business Combination Combination, and (ii) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for share stock splits, share stock dividends, reorganizations and recapitalizations) for any 20 trading days within a any 30-trading day period following 150 days the consummation of the Business Combination, and (ii) with respect to the remaining 50% of the Escrow Shares, six months after the date of the consummation of an initial Business Combination or (iii) earlier, in either case if, after the consummation of the an initial Business Combination, or earlier if, subsequent to the initial Business Combination, the Company consummates there is a consummation of a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock common stock for cash, securities securities, or other property (such period of time during which the Escrow Shares are held in escrow, the “Escrow Period”). Upon the achievement of any of the conditions set forth above, the Company shall promptly provide notice to the Escrow Agent, in form reasonably acceptable to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each SponsorFounder’s Escrow Shares to the Sponsorapplicable Founder. The Escrow Agent shall have no further duties hereunder after the disbursement of the Escrow Shares in accordance with this Section 3.2. 3.3 Notwithstanding the provisions of Section 3.2, if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company’s Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Escrow Agent as trustee thereunder) is being liquidated, then the Escrow Agent shall deliver the certificates representing the Escrow Shares to the Sponsor Founders promptly after the public stockholders are paid the liquidating distributions and shall have no further duties hereunder.

Disbursement of the Escrow Shares. 3.1 If the over-allotment option to purchase all or a portion of the additional 2,250,000 1,875,000 Units of the Company is not exercised in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Sponsor Founder agrees that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of shares of Common Stock held by it determined by multiplying 562,500 468,750 multiplied by a fraction, (i) the numerator of which is 2,250,000 1,875,000 minus the number of shares of Common Stock included in the Units purchased by the Underwriters upon the exercise of the over-allotment option, and (ii) the denominator of which is 2,250,0001,875,000. The Company shall promptly provide notice to the Escrow Agent of the expiration or termination of the over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with the exercise thereof. 3.2 Except as otherwise set forth herein, the Escrow Agent shall hold the shares remaining after any cancellation required pursuant to Section 3.1 above (such remaining shares to be referred to herein as the “Escrow Shares”) until (i) with respect to 50% of the Escrow Shares, the earlier of (ix) the six-month anniversary of one year after the date of the consummation of the Company’s an initial Business Combination and (iiy) the date on which the closing last sale price of the Common Stock equals or exceeds $12.50 per share (as adjusted for share stock splits, share stock dividends, reorganizations and recapitalizations) for any 20 trading days within a any 30-trading day period following 150 days after the consummation of the Business Combination and (ii) with respect to the remaining 50% of the Escrow Shares, one year after the date of the consummation of an initial Business Combination, or earlier if, subsequent to the initial Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property Combination (such period of time during which the Escrow Shares are held in escrow, the “Escrow Period”). Upon the achievement of any of the conditions set forth above, the The Company shall promptly provide notice to of the Escrow Agent, in form reasonably acceptable consummation of an initial Business Combination to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each SponsorFounder’s Escrow Shares to such Founder; provided, however, that if, within the SponsorEscrow Period, the Company (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, then the Escrow Agent will, upon receipt of a 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 Escrow Shares to the Founder. The Escrow Agent shall have no further duties hereunder after the disbursement of the Escrow Shares in accordance with this Section 3.2. 3.3 Notwithstanding the provisions of Section 3.2, if If the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company’s Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Escrow Agent as trustee thereunder) is being liquidated, then the Escrow Agent shall deliver the certificates representing the Escrow Shares to the Sponsor Founder promptly after the public stockholders are paid the liquidating distributions and shall have no further duties hereunder.

Disbursement of the Escrow Shares. 3.1 If the over-allotment option to purchase all or a portion of the additional 2,250,000 1,650,000 Units of the Company is not exercised in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Sponsor agrees Founders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of shares of Common Stock determined by multiplying 562,500 412,500 by a fraction, (i) the numerator of which is 2,250,000 1,650,000 minus the number of shares of Common Stock included in the Units purchased by the Underwriters upon the exercise of the over-allotment option, and (ii) the denominator of which is 2,250,0001,650,000. The Company shall promptly provide notice to the Escrow Agent of the expiration or termination of the over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with the exercise thereof. 3.2 Except as otherwise set forth herein, the Escrow Agent shall hold the shares remaining after any cancellation required pursuant to Section 3.1 above (such remaining shares to be referred to herein as the “Escrow Shares”) until (i) with respect to 50% of the Escrow Shares, the earlier of (ix) the six-month anniversary of one year after the date of the consummation of the Company’s an initial Business Combination and (iiy) the date on which the closing last sale price of the Common Stock equals or exceeds $12.50 per share (as adjusted for share stock splits, share stock dividends, reorganizations and recapitalizations) for any 20 trading days within a any 30-trading day period following 150 days after the consummation of the Business Combination and (ii) with respect to the remaining 50% of the Escrow Shares, one year after the date of the consummation of an initial Business Combination, or earlier if, subsequent to the initial Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property Combination (such period of time during which the Escrow Shares are held in escrow, the “Escrow Period”). Upon the achievement of any of the conditions set forth above, the The Company shall promptly provide notice to of the Escrow Agent, in form reasonably acceptable consummation of an initial Business Combination to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each SponsorFounder’s Escrow Shares to the Sponsorapplicable Founder; provided, however, that if, after the consummation of an initial Business Combination and during the Escrow Period, the Company (or the surviving entity) 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, then the Escrow Agent will, upon receipt of a 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 Escrow Shares to the Founders. The Escrow Agent shall have no further duties hereunder after the disbursement of the Escrow Shares in accordance with this Section 3.2. 3.3 Notwithstanding the provisions of Section 3.2, if If the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company’s Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Escrow Agent as trustee thereunder) is being liquidated, then the Escrow Agent shall deliver the certificates representing the Escrow Shares to the Sponsor Founders promptly after the public stockholders are paid the liquidating distributions and shall have no further duties hereunder.

Disbursement of the Escrow Shares. 3.1 If the over-allotment option to purchase all or a portion of the additional 2,250,000 1,800,000 Units of the Company is not exercised in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Sponsor Founder agrees that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of shares of Common Stock held by it determined by multiplying 562,500 450,000 multiplied by a fraction, (i) the numerator of which is 2,250,000 1,800,000 minus the number of shares of Common Stock included in the Units purchased by the Underwriters upon the exercise of the over-allotment option, and (ii) the denominator of which is 2,250,0001,800,000. The Company shall promptly provide notice to the Escrow Agent of the expiration or termination of the over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with the exercise thereof. 3.2 Except as otherwise set forth herein, the Escrow Agent shall hold the shares remaining after any cancellation required pursuant to Section 3.1 above (such remaining shares to be referred to herein as the “Escrow Shares”) until (i) with respect to 50% of the Escrow Shares, the earlier of (ix) the six-month anniversary of one year after the date of the consummation of the Company’s an initial Business Combination and (iiy) the date on which the closing last sale price of the Common Stock equals or exceeds $12.50 per share (as adjusted for share stock splits, share stock dividends, reorganizations and recapitalizations) for any 20 trading days within a any 30-trading day period following 150 days after the consummation of the Business Combination and (ii) with respect to the remaining 50% of the Escrow Shares, one year after the date of the consummation of an initial Business Combination, or earlier if, subsequent to the initial Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property Combination (such period of time during which the Escrow Shares are held in escrow, the “Escrow Period”). Upon the achievement of any of the conditions set forth above, the The Company shall promptly provide notice to of the Escrow Agent, in form reasonably acceptable consummation of an initial Business Combination to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each SponsorFounder’s Escrow Shares to such Founder; provided, however, that if, within the SponsorEscrow Period, the Company (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, then the Escrow Agent will, upon receipt of a 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 Escrow Shares to the Founder. The Escrow Agent shall have no further duties hereunder after the disbursement of the Escrow Shares in accordance with this Section 3.2. 3.3 Notwithstanding the provisions of Section 3.2, if If the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company’s Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Escrow Agent as trustee thereunder) is being liquidated, then the Escrow Agent shall deliver the certificates representing the Escrow Shares to the Sponsor Founder promptly after the public stockholders are paid the liquidating distributions and shall have no further duties hereunder.

Disbursement of the Escrow Shares. 3.1 If the Underwriters do not exercise in full their over-allotment option to purchase all or a portion of the up to an additional 2,250,000 1,500,000 Units of the Company is not exercised in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Sponsor Union Group agrees that the Escrow Agent shall return to the Company for cancellation, at no cost, the a number of its shares of Common Stock determined by multiplying 562,500 375,000 by a fraction, (i) the numerator of which is 2,250,000 1,500,000 minus the number of shares of Common Stock included in the Units Units, if any, purchased by the Underwriters upon the exercise of the their over-allotment option, and (ii) the denominator of which is 2,250,0001,500,000. The Company shall promptly provide 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 the their exercise thereof. 3.2 Except as otherwise set forth herein, the Escrow Agent shall hold the shares remaining after any cancellation required pursuant to Section 3.1 above (such remaining shares to be referred to herein as the “Escrow Shares”) until the earlier of (ia) the six-month anniversary of one year after the date of the consummation of the Company’s initial merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization, or other similar business combination with one or more businesses or entities (“Business Combination Combination”) and (iib) the date on which the closing price of the Common Stock Company’s Ordinary Shares equals or exceeds $12.50 12.00 per share (as adjusted for share stock splits, share stock dividends, reorganizations reorganizations, and recapitalizations) for any 20 trading days within a any 30-trading day period following commencing 150 days after the consummation of the Company’s initial Business Combination, or earlier if, subsequent to the initial Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property Combination (such period of time during which the Escrow Shares are held in escrowcollectively, the “Escrow Period”). Upon the achievement of any of the conditions set forth above, the The Company shall promptly provide notice to of the Escrow Agent, in form reasonably acceptable consummation of a Business Combination to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each SponsorInitial Shareholder’s Escrow Shares (and any applicable share power) to such Initial 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 because it failed to consummate a Business Combination within the time period specified in the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be further amended from time to time, then the Escrow Agent shall promptly deliver the Escrow Shares to the SponsorInitial Shareholders; provided further, that if, within one year 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 Ordinary Shares for cash, securities, or other property, then upon receipt of a 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, the Escrow Agent will release the Escrow Shares to the Initial Shareholders. The Escrow Agent shall have no further duties hereunder after the disbursement of the Escrow Shares in accordance with this Section 3.23. 3.3 Notwithstanding the provisions of Section 3.2, if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company’s Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Escrow Agent as trustee thereunder) is being liquidated, then the Escrow Agent shall deliver the certificates representing the Escrow Shares to the Sponsor promptly after the public stockholders are paid the liquidating distributions and shall have no further duties hereunder.

Disbursement of the Escrow Shares. 3.1 If the over-allotment option to purchase all or a portion of the additional 2,250,000 3,150,000 Units of the Company is not exercised in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Sponsor agrees Founders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of shares of Common Stock determined by multiplying 562,500 787,500 by a fraction, (i) the numerator of which is 2,250,000 3,150,000 minus the number of shares of Common Stock included in the Units purchased by the Underwriters upon the exercise of the over-allotment option, and (ii) the denominator of which is 2,250,0003,150,000. The Company shall promptly provide notice to the Escrow Agent of the expiration or termination of the over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with the exercise thereof. 3.2 Except as otherwise set forth herein, the Escrow Agent shall hold the shares remaining after any cancellation required pursuant to Section 3.1 above (such remaining shares to be referred to herein as the “Escrow Shares”) until (i) with respect to 50% of the Escrow Shares, the earlier of (ix) the six-month anniversary of one year after the date of the consummation of the Company’s an initial Business Combination and (iiy) the date on which the closing last sale price of the Common Stock equals or exceeds $12.50 per share (as adjusted for share stock splits, share stock dividends, reorganizations and recapitalizations) for any 20 trading days within a any 30-trading day period following 150 days after the consummation of the Business Combination and (ii) with respect to the remaining 50% of the Escrow Shares, one year after the date of the consummation of an initial Business Combination, or earlier if, subsequent to the initial Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property Combination (such period of time during which the Escrow Shares are held in escrow, the “Escrow Period”). Upon the achievement of any of the conditions set forth above, the The Company shall promptly provide notice to of the Escrow Agent, in form reasonably acceptable consummation of an initial Business Combination to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each SponsorFounder’s Escrow Shares to the Sponsorapplicable Founder; provided, however, that if, after the consummation of an initial Business Combination and during the Escrow Period, the Company (or the surviving entity) 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, then the Escrow Agent will, upon receipt of a 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 Escrow Shares to the Founders. The Escrow Agent shall have no further duties hereunder after the disbursement of the Escrow Shares in accordance with this Section 3.2. 3.3 Notwithstanding the provisions of Section 3.2, if If the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company’s Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Escrow Agent as trustee thereunder) is being liquidated, then the Escrow Agent shall deliver the certificates representing the Escrow Shares to the Sponsor Founders promptly after the public stockholders are paid the liquidating distributions and shall have no further duties hereunder.

Disbursement of the Escrow Shares. 3.1 If The Escrow Agent shall hold the Escrow Shares as follows: (i) with respect to 811,764 Escrow Shares, until one year after the consummation of a Business Combination (as such term is defined in the Registration Statement), (ii) with respect to 174,242 Escrow Shares, if, within five years after the Company consummates a Business Combination, the last sales price of the Common Stock equals or exceeds $14.50 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 such Business Combination, and (iii) with respect to 163,994 Escrow Shares, if, within five years after the Company consummates a Business Combination, the last sales price of the Common Stock equals or exceeds $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 such Business Combination, in each case subject to reduction in an amount equal to the Overallotment Fraction (defined below in Section 3.2 below) (the time during which any shares continue to remain in escrow is referred to as the “Escrow Period”); provided, however, that the Escrow Agent shall disburse each Initial Stockholder’s Escrow Shares (and any applicable share power) to such Initial Stockholder, if, after the Company consummates a Business Combination, (i) the Company (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), with respect to the Escrow Shares referred to in clause (i) above, the closing price of the Common Stock equals or exceeds $13.00 for any 20 trading days within a 30-trading day period. At any time when Escrow Shares are to be released from escrow as a result of a required date being reached or upon the achievement of the required share price trigger, upon written instructions from each Initial Stockholder, the Escrow Agent shall disburse each Initial Stockholder’s Escrow Shares (and any applicable share power) to such Initial Stockholder. Notwithstanding anything contained to the contrary herein, if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time after the date hereof, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Shares. The Escrow Agent shall have no further duties hereunder after the disbursement or destruction of the 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 all or a portion of the an additional 2,250,000 600,000 Units of the Company is not exercised in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Sponsor agrees Initial Stockholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of shares of Common Stock Escrow Shares held by each Initial Stockholder determined by multiplying 562,500 (a) the product of (i) 150,000, multiplied by (ii) a fraction, (x) the numerator of which is the number of Escrow Shares held by each Initial Stockholder, and (y) the denominator of which is the total number of Escrow Shares, by (b) a fraction (“Overallotment Fraction”), (i) the numerator of which is 2,250,000 600,000 minus the number of shares of Common Stock included in the Units purchased by the Underwriters upon the exercise of the their over-allotment option, and (ii) the denominator of which is 2,250,000600,000. The Company shall promptly provide 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 the their exercise thereof. 3.2 Except as otherwise set forth herein, the Escrow Agent shall hold the shares remaining after any cancellation required pursuant to Section 3.1 above (such remaining shares to be referred to herein as the “Escrow Shares”) until the earlier of (i) the six-month anniversary of the date of the consummation of the Company’s initial Business Combination and (ii) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within a 30-trading day period following 150 days after the consummation of the initial Business Combination, or earlier if, subsequent to the initial Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (such period of time during which the Escrow Shares are held in escrow, the “Escrow Period”). Upon the achievement of any of the conditions set forth above, the Company shall promptly provide notice to the Escrow Agent, in form reasonably acceptable to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each Sponsor’s Escrow Shares to the Sponsor. The Escrow Agent shall have no further duties hereunder after the disbursement of the Escrow Shares in accordance with this Section 3.2. 3.3 Notwithstanding the provisions of Section 3.2, if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company’s Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Escrow Agent as trustee thereunder) is being liquidated, then the Escrow Agent shall deliver the certificates representing the Escrow Shares to the Sponsor promptly after the public stockholders are paid the liquidating distributions and shall have no further duties hereunder.

Disbursement of the Escrow Shares. 3.1 If the over-allotment option to purchase all or a portion of the additional 2,250,000 1,800,000 Units of the Company is not exercised in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Sponsor agrees Founders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of shares of Common Stock determined by multiplying 562,500 450,000 by a fraction, (i) the numerator of which is 2,250,000 1,800,000 minus the number of shares of Common Stock included in the Units purchased by the Underwriters upon the exercise of the over-allotment option, and (ii) the denominator of which is 2,250,0001,800,000. The Company shall promptly provide notice to the Escrow Agent of the expiration or termination of the over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with the exercise thereof. 3.2 Except as otherwise set forth herein, the Escrow Agent shall hold the shares remaining after any cancellation required pursuant to Section 3.1 above (such remaining shares to be referred to herein as the “Escrow Shares”) until the earlier of (i) the six-month anniversary of six months after the date of the consummation of the Company’s an initial Business Combination and (ii) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within a 30-trading day period following 150 days after the consummation of the initial Business Combination, or earlier if, subsequent to the initial Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (such period of time during which the Escrow Shares are held in escrow, the “Escrow Period”). Upon the achievement of any of the conditions set forth above, the The Company shall promptly provide notice to of the Escrow Agent, in form reasonably acceptable consummation of an initial Business Combination to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each SponsorFounder’s Escrow Shares to the Sponsorapplicable Founder; provided, however, that if, after the consummation of an initial Business Combination and during the Escrow Period, the Company (or the surviving entity) 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, then the Escrow Agent will, upon receipt of a 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 Escrow Shares to the Founders. The Escrow Agent shall have no further duties hereunder after the disbursement of the Escrow Shares in accordance with this Section 3.2. 3.3 Notwithstanding the provisions of Section 3.2, if If the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company’s Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Escrow Agent as trustee thereunder) is being liquidated, then the Escrow Agent shall deliver the certificates representing the Escrow Shares to the Sponsor Founders promptly after the public stockholders are paid the liquidating distributions and shall have no further duties hereunder.

Disbursement of the Escrow Shares. 3.1 If the over-allotment option to purchase all or a portion of the additional 2,250,000 3,075,000 Units of the Company is not exercised in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Sponsor agrees Founders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of shares of Common Stock determined by multiplying 562,500 768,750 by a fraction, (i) the numerator of which is 2,250,000 3,075,000 minus the number of shares of Common Stock included in the Units purchased by the Underwriters upon the exercise of the over-allotment option, and (ii) the denominator of which is 2,250,0003,075,000. The Company shall promptly provide notice to the Escrow Agent of the expiration or termination of the over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with the exercise thereof. 3.2 Except as otherwise set forth herein, the Escrow Agent shall hold the shares remaining after any cancellation required pursuant to Section 3.1 above (such remaining shares to be referred to herein as the “Escrow Shares”) until the earlier of (i) the six-month anniversary of one year after the date of the consummation of the Company’s an initial Business Combination and Combination, (ii) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for share stock splits, share stock dividends, reorganizations and recapitalizations) for any 20 trading days within a any 30-trading day period following 150 days the consummation of the Business Combination, or (iii) after the consummation of the initial Business Combination, or earlier if, subsequent to the an initial Business Combination, the Company consummates consummation of a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock common stock for cash, securities securities, or other property (such period of time during which the Escrow Shares are held in escrow, the “Escrow Period”). Upon the achievement of any of the conditions set forth above, the Company shall promptly provide notice to the Escrow Agent, in form reasonably acceptable to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each SponsorFounder’s Escrow Shares to the Sponsorapplicable Founder. The Escrow Agent shall have no further duties hereunder after the disbursement of the Escrow Shares in accordance with this Section 3.2. 3.3 Notwithstanding the provisions of Section 3.2, if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company’s Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Escrow Agent as trustee thereunder) is being liquidated, then the Escrow Agent shall deliver the certificates representing the Escrow Shares to the Sponsor Founders promptly after the public stockholders are paid the liquidating distributions and shall have no further duties hereunder.

Disbursement of the Escrow Shares. 3.1 If the over-allotment option to purchase all or a portion of the additional 2,250,000 1,050,000 Units of the Company is not exercised in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Sponsor Founder agrees that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of shares of Common Stock held by it determined by multiplying 562,500 281,250 multiplied by a fraction, (i) the numerator of which is 2,250,000 1,050,000 minus the number of shares of Common Stock included in the Units purchased by the Underwriters upon the exercise of the over-allotment option, and (ii) the denominator of which is 2,250,0001,050,000. The Company shall promptly provide notice to the Escrow Agent of the expiration or termination of the over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with the exercise thereof. 3.2 Except as otherwise set forth herein, the Escrow Agent shall hold the shares remaining after any cancellation required pursuant to Section 3.1 3.1, if any, above (such remaining shares to be referred to herein as the “Escrow Shares”) until (i) with respect to 50% of the Escrow Shares, the earlier of (ix) the six-month anniversary of three months after the date of the consummation of the Company’s an initial Business Combination and (iiy) the date on which the closing last sale price of the Common Stock equals or exceeds $12.50 per share (as adjusted for share stock splits, share stock dividends, reorganizations and recapitalizations) for any 20 trading days within a any 30-trading day period following 150 days after the consummation of the Business Combination and (ii) with respect to the remaining 50% of the Escrow Shares, six months after the date of the consummation of an initial Business Combination, or earlier if, subsequent to the initial Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property Combination (such period of time during which the Escrow Shares are held in escrow, the “Escrow Period”). Upon the achievement of any of the conditions set forth above, the The Company shall promptly provide notice to of the Escrow Agent, in form reasonably acceptable consummation of an initial Business Combination to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each SponsorFounder’s Escrow Shares to such Founder; provided, however, that if, within the SponsorEscrow Period, the Company (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, then the Escrow Agent will, upon receipt of a 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 Escrow Shares to the Founder. The Escrow Agent shall have no further duties hereunder after the disbursement of the Escrow Shares in accordance with this Section 3.2. 3.3 Notwithstanding the provisions of Section 3.2, if If the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company’s Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Escrow Agent as trustee thereunder) is being liquidated, then the Escrow Agent shall deliver the certificates representing the Escrow Shares to the Sponsor Founder promptly after the public stockholders are paid the liquidating distributions and shall have no further duties hereunder.

Disbursement of the Escrow Shares. 3.1 If the over-allotment option to purchase all or a portion of the additional 2,250,000 2,625,000 Units of the Company is not exercised in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Sponsor agrees Founders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of shares of Common Stock determined by multiplying 562,500 656,250 by a fraction, (i) the numerator of which is 2,250,000 2,625,000 minus the number of shares of Common Stock included in the Units purchased by the Underwriters upon the exercise of the over-allotment option, and (ii) the denominator of which is 2,250,0002,625,000. The Company shall promptly provide notice to the Escrow Agent of the expiration or termination of the over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with the exercise thereof. 3.2 Except as otherwise set forth herein, the Escrow Agent shall hold the shares remaining after any cancellation required pursuant to Section 3.1 above (such remaining shares to be referred to herein as the “Escrow Shares”) until (i) with respect to 50% of the Escrow Shares, the earlier of (ix) the six-month anniversary of one year after the date of the consummation of the Company’s an initial Business Combination and (iiy) the date on which the closing last sale price of the Common Stock equals or exceeds $12.50 per share (as adjusted for share stock splits, share stock dividends, reorganizations and recapitalizations) for any 20 trading days within a any 30-trading day period following 150 days after the consummation of the Business Combination and (ii) with respect to the remaining 50% of the Escrow Shares, one year after the date of the consummation of an initial Business Combination, or earlier if, subsequent to the initial Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property Combination (such period of time during which the Escrow Shares are held in escrow, the “Escrow Period”). Upon the achievement of any of the conditions set forth above, the The Company shall promptly provide notice to of the Escrow Agent, in form reasonably acceptable consummation of an initial Business Combination to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each SponsorFounder’s Escrow Shares to the Sponsorapplicable Founder; provided, however, that if, after the consummation of an initial Business Combination and during the Escrow Period, the Company (or the surviving entity) 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, then the Escrow Agent will, upon receipt of a 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 Escrow Shares to the Founders. The Escrow Agent shall have no further duties hereunder after the disbursement of the Escrow Shares in accordance with this Section 3.2. 3.3 Notwithstanding the provisions of Section 3.2, if If the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company’s Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Escrow Agent as trustee thereunder) is being liquidated, then the Escrow Agent shall deliver the certificates representing the Escrow Shares to the Sponsor Founders promptly after the public stockholders are paid the liquidating distributions and shall have no further duties hereunder.

Disbursement of the Escrow Shares. 3.1 If the over-allotment option to purchase all or a portion of the additional 2,250,000 1,800,000 Units of the Company is not exercised in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Sponsor agrees Founders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of shares of Common Stock determined by multiplying 562,500 450,000 by a fraction, (i) the numerator of which is 2,250,000 1,800,000 minus the number of shares of Common Stock included in the Units purchased by the Underwriters upon the exercise of the over-allotment option, and (ii) the denominator of which is 2,250,0001,800,000. The Company shall promptly provide notice to the Escrow Agent of the expiration or termination of the over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with the exercise thereof. 3.2 Except as otherwise set forth herein, the Escrow Agent shall hold the shares remaining after any cancellation required pursuant to Section 3.1 above (such remaining shares to be referred to herein as the “Escrow Shares”) until the earlier of (i) the six-month anniversary of 180 days after the date of the consummation of the Company’s an initial Business Combination and (ii) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within a 30-trading day period following 150 days after the consummation of the initial Business Combination, or earlier if, subsequent to the initial Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (such period of time during which the Escrow Shares are held in escrow, the “Escrow Period”). Upon the achievement of any of the conditions set forth above, the The Company shall promptly provide notice to of the Escrow Agent, in form reasonably acceptable consummation of an initial Business Combination to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each SponsorFounder’s Escrow Shares to the Sponsorapplicable Founder; provided, however, that if, after the consummation of an initial Business Combination and during the Escrow Period, the Company (or the surviving entity) 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, then the Escrow Agent will, upon receipt of a 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 Escrow Shares to the Founders. The Escrow Agent shall have no further duties hereunder after the disbursement of the Escrow Shares in accordance with this Section 3.2. 3.3 Notwithstanding the provisions of Section 3.2, if If the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company’s Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Escrow Agent as trustee thereunder) is being liquidated, then the Escrow Agent shall deliver the certificates representing the Escrow Shares to the Sponsor Founders promptly after the public stockholders are paid the liquidating distributions and shall have no further duties hereunder.

Disbursement of the Escrow Shares. 3.1 If the over-allotment option to purchase all or a portion of the additional 2,250,000 1,500,000 Units of the Company is not exercised in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Sponsor agrees Initial Shareholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of shares of Common Stock Ordinary Shares determined by multiplying 562,500 375,000 by a fraction, (i) the numerator of which is 2,250,000 1,500,000 minus the number of shares of Common Stock Ordinary Shares included in the Units purchased by the Underwriters upon the exercise of the over-allotment option, and (ii) the denominator of which is 2,250,0001,500,000. The Company shall promptly provide notice to the Escrow Agent of the expiration or termination of the over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with the exercise thereof. 3.2 Except as otherwise set forth herein, the Escrow Agent shall hold the shares remaining after any cancellation required pursuant to Section 3.1 above (such remaining shares to be referred to herein as the “Escrow Shares”) until the earlier of (i) the six-month anniversary of the date of the consummation of the Company’s initial Business Combination (as defined in the Registration Statement) and (ii) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within a 30-trading day period following 150 days after the consummation of the initial Business Combination, or earlier if, subsequent to the initial Business Combination, the Company consummates a liquidation, merger, stock share exchange or other similar transaction which results in all of the Company’s stockholders shareholders having the right to exchange their shares of Common Stock Ordinary Shares for cash, securities or other property (such period of time during which the Escrow Shares are held in escrow, the “Escrow Period”). Upon the achievement of any of the conditions set forth above, the Company shall promptly provide notice to the Escrow Agent, in form reasonably acceptable to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each Sponsor’s Initial Shareholders’ Escrow Shares to the SponsorInitial Shareholders. The Escrow Agent shall have no further duties hereunder after the disbursement of the Escrow Shares in accordance with this Section 3.2. 3.3 Notwithstanding the provisions of Section 3.2, if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company’s Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Escrow Agent as trustee thereunder) is being liquidated, then the Escrow Agent shall deliver the certificates representing the Escrow Shares to the Sponsor Initial Shareholders promptly after the public stockholders shareholders are paid the liquidating distributions and shall have no further duties hereunder.

Disbursement of the Escrow Shares. 3.1 If the over-allotment option to purchase all or a portion of the additional 2,250,000 3,000,000 Units of the Company is not exercised in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Sponsor agrees Founders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of shares of Common Stock determined by multiplying 562,500 750,000 by a fraction, (i) the numerator of which is 2,250,000 3,000,000 minus the number of shares of Common Stock included in the Units purchased by the Underwriters upon the exercise of the over-allotment option, and (ii) the denominator of which is 2,250,0003,000,000. The Company shall promptly provide notice to the Escrow Agent of the expiration or termination of the over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with the exercise thereof. 3.2 Except as otherwise set forth herein, the Escrow Agent shall hold the shares remaining after any cancellation required pursuant to Section 3.1 above (such remaining shares to be referred to herein as the “Escrow Shares”) until the earlier of (i) the six-month anniversary of 180 days after the date of the consummation of the Company’s an initial Business Combination and Combination, (ii) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for share stock splits, share stock dividends, reorganizations and recapitalizations) for any 20 trading days within a any 30-trading day period following 150 days the consummation of the Business Combination, or (iii) after the consummation of the initial Business Combination, or earlier if, subsequent to the an initial Business Combination, the Company consummates consummation of a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock common stock for cash, securities securities, or other property (such period of time during which the Escrow Shares are held in escrow, the “Escrow Period”). Upon the achievement of any of the conditions set forth above, the Company shall promptly provide notice to the Escrow Agent, in form reasonably acceptable to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each SponsorFounder’s Escrow Shares to the Sponsorapplicable Founder. The Escrow Agent shall have no further duties hereunder after the disbursement of the Escrow Shares in accordance with this Section 3.2. 3.3 Notwithstanding the provisions of Section 3.2, if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company’s Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Escrow Agent as trustee thereunder) is being liquidated, then the Escrow Agent shall deliver the certificates representing the Escrow Shares to the Sponsor Founders promptly after the public stockholders are paid the liquidating distributions and shall have no further duties hereunder.