Common use of Limited Distributions of Income from Trust Account Clause in Contracts

Limited Distributions of Income from Trust Account. (a) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C, the Trustee shall distribute to the Company by wire transfer from the Trust Account the amount necessary to cover any tax obligation owed by the Company and, to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution. (b) The Company may withdraw funds from the Trust Account for working capital purposes by delivery of Exhibit C to the Trustee. The distributions referred to herein shall be made only from income collected on the Property. (c) Also by delivery of Exhibit C and only if the Company proceeds under the proxy rules and not the tender offer rules, the Company may request funds necessary to repurchase up to fifteen percent (15%) of its Ordinary Shares. In connection therewith, the Company shall deliver, in addition to Exhibit C, a “trade ticket” or similar confirmation evidencing such purchase by the Company. Upon receipt of such evidence, the Trustee shall, as soon as practicable, release the necessary funds to the Company in order to complete such trade within “T+2.” The Trustee shall pay to the Company such amount equal to: (x) Ordinary Shares purchased (evidenced by the trade ticket) multiplied by (y) an amount not to exceed the lesser of $10.00 (per Ordinary Share) or the pro rata per share amount held in the Trust Account; provided, however, in no event shall the Trustee release funds to repurchase in excess of 1,200,000 Ordinary Shares (1,380,000 if the over-allotment option of the IPO is exercised in full or such other amount provided to the Trustee if the over-allotment option is partially exercised but not to exceed 1,380,000 Ordinary Shares). (d) In no event shall the payments authorized by Sections 2(a) and 2(b) cause the amount in the Trust Account to fall below the amount initially deposited into the Trust Account. Except as provided in Sections 2(a), 2(b) and 2(c) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof. (e) The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to such funds, and the Trustee has no responsibility to look beyond said request.

Limited Distributions of Income from Trust Account. (a) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C, the Trustee shall distribute to the Company by wire transfer from the Trust Account income collected on the Property the amount necessary to cover any tax obligation owed by the Company and, to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distributionCompany. (b) The Company may withdraw funds from the Trust Account for working capital purposes by delivery of Exhibit C to the Trustee. The distributions referred to herein shall be made only from income collected on the Property. (c) Also by delivery of Exhibit C and only if the Company proceeds under elects to seek a shareholder vote in connection with the proxy rules and not the tender offer rulesBusiness Combination, the Company may request the release of funds necessary to repurchase up to fifteen percent (15%) of its Ordinary Shares. In connection therewith, the Company shall deliver, in addition to Exhibit C, a “trade ticket” or similar confirmation evidencing such purchase by the Company. Upon receipt of such evidence, the Trustee shall, as soon as practicable, release the necessary funds to the Company in order to complete such trade within “T+2.” two trading days of the trade date. The Trustee shall pay to the Company such amount equal to: (x) the number of Ordinary Shares purchased (evidenced by the trade ticket) multiplied by (y) an amount not to exceed the lesser of $10.00 (per Ordinary Share) or the pro rata per share amount held in the Trust Account; provided, however, in no event shall the Trustee release funds to repurchase in excess of 1,200,000 1,050,000 Ordinary Shares (1,380,000 1,207,500 if the over-allotment option of the IPO is exercised in full or such other amount provided to the Trustee if the over-allotment option is partially exercised but not to exceed 1,380,000 1,207,500 Ordinary Shares). (d) In no event shall the payments authorized by Sections 2(a) and 2(b) cause the amount in the Trust Account to fall below the amount initially deposited into the Trust Account. Except as provided in Sections 2(a), 2(b) and 2(c) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof. (e) The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to such funds, and the Trustee has no responsibility to look beyond said request.

Limited Distributions of Income from Trust Account. (a) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C, the Trustee shall distribute to the Company by wire transfer from the amount of interest income earned on the Trust Account requested by the amount necessary Company to cover any tax obligation owed by the Company and, and up to the extent there is not sufficient cash in the Trust Account $100,000 to pay such tax obligation, liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution.Working Capital Expenses; (b) The Company may withdraw funds Upon written request from the Trust Account for working capital purposes Company following the Last Date, which may be given in a form substantially similar to that attached hereto as Exhibit D, signed on behalf of the Company by delivery its Chief Executive Officer, Chief Financial Officer, or one of Exhibit C the Company’s other executive officers, the Trustee shall distribute to the Trustee. Company up to fifty Thousand Dollars ($50,000) of interest income earned on the Property and requested by the Company to cover expenses directly related to the Company’s liquidation (i.e., only those expenses incurred after the Last Date attributable to the Company’s liquidation); provided, however, that the Company will not be allowed to withdraw interest income earned on the trust account pursuant to this Section 2(b) unless there are sufficient funds available to pay the Company’s tax obligations on such interest income or otherwise then due at that time. (c) The written requests of the Company referenced above in 2(a) and 2(b) shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility to look beyond said request; (d) The limited distributions referred to herein in Section 2(a) and 2(b) above shall be made only from income collected on the Property. (c) Also by delivery of Exhibit C and only if the Company proceeds under the proxy rules and not the tender offer rules, the Company may request funds necessary to repurchase up to fifteen percent (15%) of its Ordinary Shares. In connection therewith, the Company shall deliver, in addition to Exhibit C, a “trade ticket” or similar confirmation evidencing such purchase by the Company. Upon receipt of such evidence, the Trustee shall, as soon as practicable, release the necessary funds to the Company in order to complete such trade within “T+2.” The Trustee shall pay to the Company such amount equal to: (x) Ordinary Shares purchased (evidenced by the trade ticket) multiplied by (y) an amount not to exceed the lesser of $10.00 (per Ordinary Share) or the pro rata per share amount held in the Trust Account; provided, however, in no event shall the Trustee release funds to repurchase in excess of 1,200,000 Ordinary Shares (1,380,000 if the over-allotment option of the IPO is exercised in full or such other amount provided to the Trustee if the over-allotment option is partially exercised but not to exceed 1,380,000 Ordinary Shares). (d) In no event shall the payments authorized by Sections 2(a) and 2(b) cause the amount in the Trust Account to fall below the amount initially deposited into the Trust Account. Except as provided in Sections Section 2(a), 2(b) and 2(c2(b) above, no other distributions from the Trust Account shall be permitted except in accordance with Section Sections 1(i) or 1(j) hereof. (e) The written request Company shall provide the Representatives with a copy of the Company referenced above shall constitute presumptive evidence any Termination Letter, Amendment Notification Letter, and/or any other correspondence that the Company is entitled it issues to such funds, and the Trustee has no responsibility with respect to look beyond said requestany proposed withdrawal from the Trust Account promptly after such issuance.

Limited Distributions of Income from Trust Account. (a) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C, the Trustee shall distribute to the Company by wire transfer from the amount of interest income earned on the Trust Account requested by the amount necessary Company to cover any income or other tax obligation owed by the Company andCompany. (b) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D, the Trustee shall distribute to the extent Company the amount of interest income earned on the Trust Account requested by the Company to cover expenses related to investigating and selecting a target business and other working capital requirements; provided, however, that the Company will not be allowed to withdraw interest income earned on the Trust Account unless there is not sufficient cash an amount of interest income available in the Trust Account sufficient to pay the Company’s tax obligations on such tax obligationinterest income or otherwise then due at that time. (c) Upon written request from the Company, liquidate which may be given from time to time as described in the Registration Statement, in a form substantially similar to that attached as Exhibit E, the Trustee shall distribute to the Company the amount necessary for it to purchase up to 800,000 shares of Common Stock (or up to 920,000 shares of Common Stock if the over-allotment option in the IPO is exercised in full (in either case, such assets amount being referred to as the “Maximum Amount”)), at prices (including commissions) not to exceed the per share amount then held in the Trust Account (such amount being referred to as shall be designated by the Company in writing to make such distribution“Maximum Price”)). (bd) The Company may withdraw funds from the Trust Account for working capital purposes by delivery of Exhibit C to the Trustee. The limited distributions referred to herein in Sections 2(a) and 2(b) above shall be made only from income collected on the Property. (cProperty while the limited distributions referred to in Section 2(c) Also by delivery of Exhibit C and only if above shall be made from the Company proceeds under the proxy rules and not the tender offer rules, the Company may request funds necessary to repurchase up to fifteen percent (15%) of its Ordinary Shares. In connection therewith, the Company shall deliver, in addition to Exhibit C, a “trade ticket” or similar confirmation evidencing such purchase by the Company. Upon receipt of such evidence, the Trustee shall, as soon as practicable, release the necessary funds to the Company in order to complete such trade within “T+2.” The Trustee shall pay to the Company such amount equal to: (x) Ordinary Shares purchased (evidenced by the trade ticket) multiplied by (y) an amount not to exceed the lesser of $10.00 (per Ordinary Share) or the pro rata per share amount held in the Trust Account; provided, however, in no event shall the Trustee release funds to repurchase in excess of 1,200,000 Ordinary Shares (1,380,000 if the over-allotment option of the IPO is exercised in full or such other amount provided to the Trustee if the over-allotment option is partially exercised but not to exceed 1,380,000 Ordinary Shares). (d) In no event shall the payments authorized by Sections 2(a) and 2(b) cause the amount in the Trust Account to fall below the amount initially deposited into the Trust AccountProperty itself. Except as provided in Sections Section 2(a), 2(b) and 2(c) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof. (e) The written request Company shall provide MJTA with a copy of any Termination Letters and/or any other correspondence that it issues to the Company referenced above shall constitute presumptive evidence Trustee with respect to any proposed withdrawal from the Trust Account promptly after such issuance; provided, however, that the Company is entitled shall provide MJTA with a copy of any Termination Letter in the form of Exhibit A one day prior to such funds, and delivery to the Trustee has no responsibility to look beyond said requestTrustee.

Limited Distributions of Income from Trust Account. (a) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit CD, the Trustee shall distribute to the Company by wire transfer from the Trust Account the amount necessary to cover any tax obligation owed by the Company and, to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution. The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee has no responsibility to look beyond said request. (b) The Upon written request from the Company, which shall be given in a form substantially similar to that attached hereto as Exhibit C, the Trustee shall distribute to the Company’s Public Stockholders amounts previously deposited by the Company into the Trust Account that the Company has represented to be tax refund(s) of the Company’s income tax payments. (c) Upon written request from the Company, which may withdraw funds be given from time to time in a form substantially similar to that attached hereto as Exhibit E, the Trustee shall distribute to the Company from the Trust Account for working capital purposes by delivery interest earned on the Trust Account, net of Exhibit C taxes payable, up to the Trustee. a maximum of $500,000. (d) The limited distributions referred to herein in paragraphs 2(a), 2(b) and 2(c) above shall be made only from income collected on the Property. (c) Also by delivery of Exhibit C , and only if the Company proceeds under the proxy rules and not the tender offer rules, the Company may request funds necessary to repurchase up to fifteen percent (15%) of its Ordinary Shares. In connection therewith, the Company shall deliver, in addition to Exhibit C, a “trade ticket” or similar confirmation evidencing such purchase by the Company. Upon receipt of such evidence, the Trustee shall, as soon as practicable, release the necessary funds to the Company in order to complete such trade within “T+2.” The Trustee shall pay to the Company such amount equal to: (x) Ordinary Shares purchased (evidenced by the trade ticket) multiplied by (y) an amount not to exceed the lesser of $10.00 (per Ordinary Share) or the pro rata per share amount held in the Trust Account; provided, however, in no event shall the Trustee release funds to repurchase in excess of 1,200,000 Ordinary Shares (1,380,000 if the over-allotment option of the IPO is exercised in full or such other amount provided to the Trustee if the over-allotment option is partially exercised but not to exceed 1,380,000 Ordinary Shares). (d) In no event shall the payments authorized by Sections paragraph 2(a), 2(b) and 2(b2(c) cause the amount in the Trust Account to fall below the amount initially deposited into the Trust Account. Except as provided in Sections paragraph 2(a), 2(b) and 2(c) above, no other distributions from the Trust Account shall be permitted except in accordance with Section paragraph 1(i) hereof.; and (e) The written request of In all cases, the Company referenced above shall constitute presumptive evidence promptly provide Mxxxxx Xxxxxx with a copy of any Termination Letters and/or any other correspondence that the Company is entitled it issues to such funds, and the Trustee has no responsibility with respect to look beyond said requestany proposed withdrawal from the Trust Account promptly after such issuance.

Limited Distributions of Income from Trust Account. (a) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C, the Trustee shall distribute to the Company by wire transfer from the Trust Account the amount necessary to cover any tax obligation owed by the Company from the interest earned in the Trust Account and, to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution. (b) The Company may withdraw funds from the Trust Account for working capital purposes by delivery of a letter in the form of Exhibit C to the Trustee. The distributions referred to herein shall be made only from income collected on the Property. (c) Also by delivery of Exhibit C If and only if the Company is no longer a “foreign private issuer” as defined under Rule 3b-4 of the Exchange Act and the Company proceeds with a redemption of the Public Shares in conjunction with a proxy solicitation under the proxy rules and not the tender offer rules, the Company may request funds necessary to repurchase up to fifteen percent (15%) of its Ordinary Public Shares. In connection therewith, the Company shall deliver, in addition to the delivery of a letter in the form of Exhibit CD, a “trade ticket” or similar confirmation evidencing such purchase by the Company. Upon receipt of such evidenceevidence and a letter in the form of Exhibit D, the Trustee shall, as soon as practicable, release the necessary funds to the Company in order to complete such trade within “T+2T+3.” The Trustee shall pay to the Company such amount equal to: (x) Ordinary the number of Public Shares purchased (evidenced by the trade ticket) multiplied by (y) an amount not to exceed the lesser of $10.00 (per Ordinary Public Share) or the pro rata per share amount held in the Trust Account; provided, however, in no event shall the Trustee release funds to repurchase in excess of 1,200,000 Ordinary 675,000 Public Shares (1,380,000 or 776,250 Public Shares if the over-allotment option of the IPO is exercised in full full, or such other amount provided to the Trustee if the over-allotment option is partially exercised but not to exceed 1,380,000 Ordinary 776,250 Public Shares). (d) In no event shall the payments authorized by Sections 2(a) and 2(b) cause the amount in the Trust Account to fall below the amount initially deposited into the Trust Account. Except as provided in Sections 2(a), 2(b) and 2(c) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof. (e) The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to such funds, and the Trustee has no responsibility to look beyond said request.

Limited Distributions of Income from Trust Account. (a) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit CC (a “Tax Payment Withdrawal Instruction”), withdraw from the Trustee shall Trust Account and distribute to the Company by wire transfer from the Trust Account the amount necessary of interest earned on the Property requested by the Company to cover any tax obligation owed by the Company andas a result of assets of the Company or interest or other income earned on the Property, which amount shall be delivered directly to the Company by electronic funds transfer or other method of prompt payment, and the Company shall forward such payment to the relevant taxing authority, so long as there is no reduction in the principal amount per share initially deposited in the Trust Account; provided, however, that to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution, so long as there is no reduction in the principal amount per share initially deposited in the Trust Account (it being acknowledged and agreed that any such amount in excess of interest income earned on the Property shall not be payable from the Trust Account). The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility to look beyond said request. (b) The Company may withdraw funds Upon written request from the Trust Account for working capital purposes Company, which may be given in a form substantially similar to that attached hereto as Exhibit D, signed on behalf of the Company by delivery one of Exhibit C the Company’s executive officers, the Trustee shall distribute to the TrusteeCompany up to $100,000 of interest income earned on the Property and requested by the Company to cover expenses directly related to the Company’s liquidation (i.e., only those expenses incurred after the Last Date attributable to the Company’s liquidation); provided, however, that the Company will not be allowed to withdraw interest income earned on the trust account pursuant to this Section 2(b) unless there are sufficient funds available to pay the Company’s tax obligations on such interest income or otherwise then due at that time. The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility to look beyond said request. (c) The limited distributions referred to herein in Sections 2(a) and 2(b) above shall be made only from income collected on the Property. (c) Also by delivery of Exhibit C and only if the Company proceeds under the proxy rules and not the tender offer rules, the Company may request funds necessary to repurchase up to fifteen percent (15%) of its Ordinary Shares. In connection therewith, the Company shall deliver, in addition to Exhibit C, a “trade ticket” or similar confirmation evidencing such purchase by the Company. Upon receipt of such evidence, the Trustee shall, as soon as practicable, release the necessary funds to the Company in order to complete such trade within “T+2.” The Trustee shall pay to the Company such amount equal to: (x) Ordinary Shares purchased (evidenced by the trade ticket) multiplied by (y) an amount not to exceed the lesser of $10.00 (per Ordinary Share) or the pro rata per share amount held in the Trust Account; provided, however, in no event shall the Trustee release funds to repurchase in excess of 1,200,000 Ordinary Shares (1,380,000 if the over-allotment option of the IPO is exercised in full or such other amount provided to the Trustee if the over-allotment option is partially exercised but not to exceed 1,380,000 Ordinary Shares). (d) In no event shall the payments authorized by Sections 2(a) and 2(b) cause the amount in the Trust Account to fall below the amount initially deposited into the Trust Account. Except as provided in Sections 2(a), 2(b) and 2(c2(b) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) or 1(j) hereof. (ed) The written request Company shall provide the Representatives with a copy of the Company referenced above shall constitute presumptive evidence any Termination Letters and/or any other correspondence that the Company is entitled it issues to such funds, and the Trustee has no responsibility with respect to look beyond said requestany proposed withdrawal from the Trust Account promptly after such issuance.

Limited Distributions of Income from Trust Account. (a) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C, the Trustee shall distribute to the Company by wire transfer from the Trust Account interest income collected on the Property the amount necessary to cover any tax obligation owed by the Company and, to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distributionCompany. (b) The Company may withdraw funds from the Trust Account from the interest income collected in the Property for working capital purposes by delivery of Exhibit C to the Trustee. The distributions referred to herein shall be made only from interest income collected on the PropertyProperty and only if there is an amount of interest income available in the Trust Account sufficient to pay the Company’s tax obligations on such interest income or otherwise then due at that time. (c) Also Also, by delivery of Exhibit C and only if the Company proceeds under has submitted for shareholder approval an amendment to its Memorandum and Articles of Association relating to shareholders rights or pre-Business Combination activity (“Amendment”) and provided dissenting Public Shareholders with the proxy rules and not the tender offer rules, the Company may request funds necessary opportunity to repurchase up to fifteen percent (15%) of its redeem their Ordinary SharesShares in connection with such vote. In connection therewith, the Company shall deliver, in addition to Exhibit C, a “trade ticket” an affidavit which verifies the vote on such Amendment or similar confirmation evidencing such purchase by the Companyresults. Upon receipt of such evidence, the Trustee shall, as soon as practicable, release the necessary funds to the Company in order to complete the redemption of such trade within “T+2.” Public Shareholders who elect to redeem their Ordinary Shares. The Trustee shall pay to the Company such amount equal to: (x) the number of Ordinary Shares purchased (evidenced by voting against the trade ticket) Amendment and electing to be redeemed multiplied by (y) an amount not equal to exceed the lesser of $10.00 (per Ordinary Share) or the pro rata per share amount held in the Trust Account; provided, however, in no event shall the Trustee release funds to repurchase in excess of 1,200,000 Ordinary Shares (1,380,000 if the over-allotment option of the IPO is exercised in full or such other amount provided to the Trustee if the over-allotment option is partially exercised but not to exceed 1,380,000 Ordinary Shares). (d) In no event shall the payments authorized by Sections 2(a) and 2(b) cause the amount in the Trust Account to fall below the amount initially deposited into the Trust Account. Except as provided in Sections 2(a), 2(b) and 2(c) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof. (e) The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to such funds, and the Trustee has no responsibility to look beyond said request. (f) In all cases, the Company shall provide EBC with a copy of any Termination Letters and/or any other correspondence that it issues to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after such issuance.

Limited Distributions of Income from Trust Account. (a) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C, the Trustee shall distribute to the Company by wire transfer from the Trust Account income collected on the Property the amount necessary to cover any tax obligation owed by the Company and, to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distributionCompany. (b) The Company may withdraw funds from the Trust Account for working capital purposes by delivery of Exhibit C to the Trustee. The distributions referred to herein shall be made only from income collected on the Property. (c) Also by delivery of Exhibit C and only if the Company proceeds under elects to seek a stockholder vote in connection with the proxy rules and not the tender offer rulesBusiness Combination, the Company may request the release of funds necessary to repurchase up to fifteen percent (15%) of its Ordinary SharesCommon Stock. In connection therewith, the Company shall deliver, in addition to Exhibit C, a “trade ticket” or similar confirmation evidencing such purchase by the Company. Upon receipt of such evidence, the Trustee shall, as soon as practicable, release the necessary funds to the Company in order to complete such trade within “T+2.” two trading days of the trade date. The Trustee shall pay to the Company such amount equal to: (x) Ordinary Shares the number of shares of Common Stock purchased (evidenced by the trade ticket) multiplied by (y) an amount not to exceed the lesser of $10.00 (per Ordinary Share) or the pro rata per share amount held in the Trust Account; provided, however, in no event shall the Trustee release funds to repurchase in excess of 1,200,000 Ordinary Shares 1,125,000 shares of Common Stock (1,380,000 1,293,750 if the over-allotment option of the IPO is exercised in full or such other amount provided to the Trustee if the over-allotment option is partially exercised but not to exceed 1,380,000 Ordinary Shares1,293,750 shares of Common Stock). (d) In no event shall the payments authorized by Sections 2(a) and 2(b) cause the amount in the Trust Account to fall below the amount initially deposited into the Trust Account. Except as provided in Sections 2(a), 2(b) and 2(c) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof. (e) The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to such funds, and the Trustee has no responsibility to look beyond said request.

Limited Distributions of Income from Trust Account. (a) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C, the Trustee shall distribute to the Company by wire transfer from the Trust Account the amount necessary of interest income earned on the Property and requested by the Company to cover any tax obligation owed by the Company as a result of assets of the Company or interest or other income earned on the Property, or for working capital purposes, which amount shall be delivered directly to the Company by electronic funds transfer or other method of prompt payment, and, if applicable, the Company shall forward such payment to the relevant taxing authority; provided, however, that to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution. (b) The Company may withdraw funds from distribution so long as there is no reduction in the Trust Account for working capital purposes by delivery of Exhibit C to the Trustee. The distributions referred to herein shall be made only from income collected on the Property. (c) Also by delivery of Exhibit C and only if the Company proceeds under the proxy rules and not the tender offer rules, the Company may request funds necessary to repurchase up to fifteen percent (15%) of its Ordinary Shares. In connection therewith, the Company shall deliver, in addition to Exhibit C, a “trade ticket” or similar confirmation evidencing such purchase by the Company. Upon receipt of such evidence, the Trustee shall, as soon as practicable, release the necessary funds to the Company in order to complete such trade within “T+2.” The Trustee shall pay to the Company such principal amount equal to: (x) Ordinary Shares purchased (evidenced by the trade ticket) multiplied by (y) an amount not to exceed the lesser of $10.00 (per Ordinary Share) or the pro rata per share amount held initially deposited in the Trust Account; provided, however, in no event that if the tax to be paid is a franchise tax, the written request by the Company to make such distribution shall be accompanied by a copy of the Trustee release funds to repurchase franchise tax xxxx from the State of Delaware for the Company and a written statement from the principal financial officer of the Company setting forth the actual amount payable (it being acknowledged and agreed that any such amount in excess of 1,200,000 Ordinary Shares (1,380,000 if interest income earned on the over-allotment option of the IPO is exercised in full or such other amount provided to the Trustee if the over-allotment option is partially exercised but Property shall not to exceed 1,380,000 Ordinary Shares). (d) In no event shall the payments authorized by Sections 2(a) and 2(b) cause the amount in the Trust Account to fall below the amount initially deposited into be payable from the Trust Account). Except as provided in Sections 2(a), 2(b) and 2(c) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof. (e) The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to such said funds, and the Trustee has shall have no responsibility to look beyond said request. (b) The limited distributions referred to in Section 2(a) above shall be made only from income collected on the Property. Except as provided in Section 2(a) above, no other distributions from the Trust Account shall be permitted except in accordance with Sections 1(i) and 1(j) hereof. (c) In all cases, the Company shall provide the Representative with a copy of any Termination Letters and/or any other correspondence that it issues to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after such issuance.

Limited Distributions of Income from Trust Account. (a) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C, the Trustee shall distribute to the Company by wire transfer from the Trust Account income collected on the Property the amount necessary to cover any tax obligation owed by the Company and, to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distributionCompany. (b) The Company may withdraw funds from the Trust Account for working capital purposes by delivery of Exhibit C to the Trustee. The distributions referred to herein shall be made only from income collected on the Property. (c) Also by By delivery of Exhibit C and only if the Company proceeds under elects to seek a shareholder vote in connection with the proxy rules and not the tender offer rulesBusiness Combination, the Company may request the release of funds necessary to repurchase up to fifteen percent (15%) of its Ordinary Shares. In connection therewith, the Company shall deliver, in addition to Exhibit C, a “trade ticket” or similar confirmation evidencing such purchase by the Company. Upon receipt of such evidence, the Trustee shall, as soon as practicable, release the necessary funds to the Company in order to complete such trade within “T+2.” two trading days of the trade date. The Trustee shall pay to the Company such amount equal to: (x) the number of Ordinary Shares purchased (evidenced by the trade ticket) multiplied by (y) an amount not to exceed the lesser of $10.00 (per Ordinary Share) or the pro rata per share amount held in the Trust Account; provided, however, in no event shall the Trustee release funds to repurchase in excess of 1,200,000 600,000 Ordinary Shares (1,380,000 690,000 if the over-allotment option of the IPO is exercised in full or such other amount provided to the Trustee if the over-allotment option is partially exercised but not to exceed 1,380,000 690,000 Ordinary Shares). (d) Also, by delivery of Exhibit C and only if the Company has submitted for shareholder approval an amendment to its Memorandum and Articles of Association relating to shareholders rights or pre-Business Combination activity (“Amendment”) and provided dissenting Public Shareholders with the opportunity to redeem their Ordinary Shares in connection with such vote. In connection therewith, the Company shall deliver, in addition to Exhibit C, an affidavit which verifies the vote on such Amendment or similar confirmation evidencing such results. Upon receipt of such evidence, the Trustee shall, as soon as practicable, release the necessary funds to the Company in order to complete the redemption of such Public Shareholders who elect to redeem their Ordinary Shares. The Trustee shall pay to the Company such amount equal to: (x) the number of Ordinary Shares voting against the Amendment and electing to be redeemed multiplied by (y) an amount equal to the pro rata per share amount held in the Trust Account. (e) In no event shall the payments authorized by Sections 2(a) and 2(b) cause the amount in the Trust Account to fall below the amount initially deposited into the Trust Account. Except as provided in Sections 2(a), 2(b), 2(c) and 2(c2(d) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof. (ef) The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to such funds, and the Trustee has no responsibility to look beyond said request.

Limited Distributions of Income from Trust Account. (a) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C, the Trustee shall distribute to the Company by wire transfer from the Trust Account the amount necessary of interest income earned on the Property and requested by the Company to cover any income or other tax obligation owed by the Company and, to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution.Company; (b) The Company may withdraw funds Upon written request from the Trust Account for Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D, the Trustee shall distribute to the Company the amount of interest income earned on the Property and requested by the Company to cover expenses related to investigating and selecting a target business and other working capital purposes by delivery requirements; provided, however, that the aggregate amount of Exhibit C all such distributions shall not exceed $1,750,000 (net of taxes payable) or $2,012,500 if the underwriters’ over-allotment option is exercised in full, or if the over-allotment option is not exercised in full, but is exercised in part, the amount in interest income (net of taxes payable) to be released shall be increased above $1,750,000 proportionally in relation to the Trustee. proportion of the over-allotment option which was exercised; and the Company will not be allowed to withdraw interest income earned on the trust account unless there are sufficient funds available to pay the Company’s tax obligations on such interest income or otherwise then due at that time; and (c) The limited distributions referred to herein in Sections 2(a) and 2(b) above shall be made only from income collected on the Property. (c) Also by delivery of Exhibit C and only if the Company proceeds under the proxy rules and not the tender offer rules, the Company may request funds necessary to repurchase up to fifteen percent (15%) of its Ordinary Shares. In connection therewith, the Company shall deliver, in addition to Exhibit C, a “trade ticket” or similar confirmation evidencing such purchase by the Company. Upon receipt of such evidence, the Trustee shall, as soon as practicable, release the necessary funds to the Company in order to complete such trade within “T+2.” The Trustee shall pay to the Company such amount equal to: (x) Ordinary Shares purchased (evidenced by the trade ticket) multiplied by (y) an amount not to exceed the lesser of $10.00 (per Ordinary Share) or the pro rata per share amount held in the Trust Account; provided, however, in no event shall the Trustee release funds to repurchase in excess of 1,200,000 Ordinary Shares (1,380,000 if the over-allotment option of the IPO is exercised in full or such other amount provided to the Trustee if the over-allotment option is partially exercised but not to exceed 1,380,000 Ordinary Shares). (d) In no event shall the payments authorized by Sections 2(a) and 2(b) cause the amount in the Trust Account to fall below the amount initially deposited into the Trust Account. Except as provided in Sections Section 2(a), 2(b) and 2(c2(b) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof. (ed) The written request of In all cases, the Company referenced above shall constitute presumptive evidence provide the Representatives with a copy of any Termination Letters and/or any other correspondence that the Company is entitled it issues to such funds, and the Trustee has no responsibility with respect to look beyond said requestany proposed withdrawal from the Trust Account promptly after such issuance.

Limited Distributions of Income from Trust Account. (a) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C, the Trustee shall distribute to the Company by wire transfer from the Trust Account income collected on the Property the amount necessary to cover any tax obligation owed by the Company and, to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distributionCompany. (b) The Company may withdraw funds from the Trust Account for working capital purposes by delivery of Exhibit C to the Trustee. The distributions referred to herein shall be made only from income collected on the Property. (c) Also by delivery of Exhibit C and only if the Company proceeds under elects to seek a stockholder vote in connection with the proxy rules and not the tender offer rulesBusiness Combination, the Company may request the release of funds necessary to repurchase up to fifteen percent (15%) of its Ordinary Sharesthe Common Stock sold in the IPO. In connection therewith, the Company shall deliver, in addition to Exhibit C, a “trade ticket” or similar confirmation evidencing such purchase by the Company. Upon receipt of such evidence, the Trustee shall, as soon as practicable, release the necessary funds to the Company in order to complete such trade within “T+2.” two trading days of the trade date. The Trustee shall pay to the Company such amount equal to: (x) Ordinary Shares the number of shares of Common Stock purchased (evidenced by the trade ticket) multiplied by (y) an amount not to exceed the lesser of $10.00 (per Ordinary Share) or the pro rata per share amount held in the Trust Account; provided, however, in no event shall the Trustee release funds to repurchase in excess of 1,200,000 Ordinary Shares 1,500,000 shares of Common Stock (1,380,000 1,725,000 if the over-allotment option of the IPO is exercised in full or such other amount provided to the Trustee if the over-allotment option is partially exercised but not to exceed 1,380,000 Ordinary Shares1,725,000 shares of Common Stock). (d) In no event shall the payments authorized by Sections 2(a) and 2(b) cause the amount in the Trust Account to fall below the amount initially deposited into the Trust Account. Except as provided in Sections 2(a), 2(b) and 2(c) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof. (e) The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to such funds, and the Trustee has no responsibility to look beyond said request.

Limited Distributions of Income from Trust Account. (a) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C, the Trustee shall distribute to the Company by wire transfer from the amount of interest income earned on the Trust Account requested by the amount necessary Company to cover any income or other tax obligation owed by the Company and, to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distributionCompany. (b) The Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D, the Trustee shall distribute to the Company may withdraw funds from the amount of interest income earned on the Trust Account for requested by the Company to cover expenses related to investigating and selecting a target business and other working capital purposes by delivery requirements; provided, however, that the Company will not be allowed to withdraw interest income earned on the Trust Account unless there is an amount of interest income available in the Trust Account sufficient to pay the Company’s tax obligations on such interest income or otherwise then due at that time. (c) Upon written request from the Company, which may be given from time to time as described in the Registration Statement, in a form substantially similar to that attached as Exhibit C E, the Trustee shall distribute to the Trustee. Company the amount necessary for it to purchase up to 1,250,000 Ordinary Shares (or up to 1,437,500 Ordinary Shares if the over-allotment option in the IPO is exercised in full (in either case, such amount being referred to as the “Maximum Amount”)), at prices not to exceed $9.70 per share (“Maximum Price”), plus any commissions or fees payable by the Company to the broker effectuating such purchases. (d) The limited distributions referred to herein in Sections 2(a) and 2(b) above shall be made only from income collected on the Property. (cProperty while the limited distributions referred to in Section 2(c) Also by delivery of Exhibit C and only if above shall be made from the Company proceeds under the proxy rules and not the tender offer rules, the Company may request funds necessary to repurchase up to fifteen percent (15%) of its Ordinary Shares. In connection therewith, the Company shall deliver, in addition to Exhibit C, a “trade ticket” or similar confirmation evidencing such purchase by the Company. Upon receipt of such evidence, the Trustee shall, as soon as practicable, release the necessary funds to the Company in order to complete such trade within “T+2.” The Trustee shall pay to the Company such amount equal to: (x) Ordinary Shares purchased (evidenced by the trade ticket) multiplied by (y) an amount not to exceed the lesser of $10.00 (per Ordinary Share) or the pro rata per share amount held in the Trust Account; provided, however, in no event shall the Trustee release funds to repurchase in excess of 1,200,000 Ordinary Shares (1,380,000 if the over-allotment option of the IPO is exercised in full or such other amount provided to the Trustee if the over-allotment option is partially exercised but not to exceed 1,380,000 Ordinary Shares). (d) In no event shall the payments authorized by Sections 2(a) and 2(b) cause the amount in the Trust Account to fall below the amount initially deposited into the Trust AccountProperty itself. Except as provided in Sections Section 2(a), 2(b) and 2(c) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof. (e) The written request of In all cases, the Company referenced above shall constitute presumptive evidence provide EBC with a copy of any Termination Letters and/or any other correspondence that the Company is entitled it issues to such funds, and the Trustee has no responsibility with respect to look beyond said requestany proposed withdrawal from the Trust Account promptly after such issuance.

Limited Distributions of Income from Trust Account. (a) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C, the Trustee shall distribute to the Company by wire transfer from the Trust Account income collected on the Property the amount necessary to cover any tax obligation owed by the Company and, to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distributionCompany. (b) The Company may withdraw funds from the Trust Account for working capital purposes by delivery of Exhibit C to the Trustee. The distributions referred to herein shall be made only from income collected on the Property. (c) Also by delivery of Exhibit C and only if the Company proceeds under elects to seek a shareholder vote in connection with the proxy rules and not the tender offer rulesBusiness Combination, the Company may request the release of funds necessary to repurchase up to fifteen percent (15%) of its Ordinary Shares. In connection therewith, the Company shall deliver, in addition to Exhibit C, a “trade ticket” or similar confirmation evidencing such purchase by the Company. Upon receipt of such evidence, the Trustee shall, as soon as practicable, release the necessary funds to the Company in order to complete such trade within “T+2.” two trading days of the trade date. The Trustee shall pay to the Company such amount equal to: (x) the number of Ordinary Shares purchased (evidenced by the trade ticket) multiplied by (y) an amount not to exceed the lesser of $10.00 (per Ordinary Share) or the pro rata per share amount held in the Trust Account; provided, however, in no event shall the Trustee release funds to repurchase in excess of 1,200,000 600,000 Ordinary Shares (1,380,000 690,000 if the over-allotment option of the IPO is exercised in full or such other amount provided to the Trustee if the over-allotment option is partially exercised but not to exceed 1,380,000 690,000 Ordinary Shares). (d) In no event shall the payments authorized by Sections 2(a) and 2(b) cause the amount in the Trust Account to fall below the amount initially deposited into the Trust Account. Except as provided in Sections 2(a), 2(b) and 2(c) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof. (e) The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to such funds, and the Trustee has no responsibility to look beyond said request.

Limited Distributions of Income from Trust Account. (a) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C, the Trustee shall distribute to the Company by wire transfer from the Trust Account income collected on the Property the amount necessary to cover any tax obligation owed by the Company and, to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distributionCompany. (b) The Company may withdraw funds from the Trust Account for working capital purposes by delivery of Exhibit C to the Trustee. The distributions referred to herein shall be made only from income collected on the Property. (c) Also by delivery of Exhibit C and only if the Company proceeds under elects to seek a stockholder vote in connection with the proxy rules and not the tender offer rulesBusiness Combination, the Company may request the release of funds necessary to repurchase up to fifteen percent (15%) of its Ordinary SharesCommon Stock. In connection therewith, the Company shall deliver, in addition to Exhibit C, a “trade ticket” or similar confirmation evidencing such purchase by the Company. Upon receipt of such evidence, the Trustee shall, as soon as practicable, release the necessary funds to the Company in order to complete such trade within “T+2.” two trading days of the trade date. The Trustee shall pay to the Company such amount equal to: (x) Ordinary Shares the number of shares of Common Stock purchased (evidenced by the trade ticket) multiplied by (y) an amount not to exceed the lesser of $10.00 (per Ordinary Share) or the pro rata per share amount held in the Trust Account; provided, however, in no event shall the Trustee release funds to repurchase in excess of 1,200,000 Ordinary Shares 1,500,000 shares of Common Stock (1,380,000 1,725,000 if the over-allotment option of the IPO is exercised in full or such other amount provided to the Trustee if the over-allotment option is partially exercised but not to exceed 1,380,000 Ordinary Shares1,725,000 shares of Common Stock). (d) In no event shall the payments authorized by Sections 2(a) and 2(b) cause the amount in the Trust Account to fall below the amount initially deposited into the Trust Account. Except as provided in Sections 2(a), 2(b) and 2(c) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof. (e) The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to such funds, and the Trustee has no responsibility to look beyond said request.

Limited Distributions of Income from Trust Account. (a) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C, the Trustee shall distribute to the Company by wire transfer from the amount of interest income earned on the Trust Account requested by the amount necessary Company to cover any income or other tax obligation owed by the Company and, to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distributionCompany. (b) The Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D, the Trustee shall distribute to the Company may withdraw funds from the amount of interest income earned on the Trust Account for requested by the Company to cover expenses related to investigating and selecting a target business and other working capital purposes by delivery requirements; provided, however, that the Company will not be allowed to withdraw interest income earned on the Trust Account unless there is an amount of interest income available in the Trust Account sufficient to pay the Company’s tax obligations on such interest income or otherwise then due at that time. (c) Upon written request from the Company, which may be given from time to time as described in the Registration Statement, in a form substantially similar to that attached as Exhibit C E, the Trustee shall distribute to the Trustee. Company the amount necessary for it to purchase up to 5,000,000 shares of Common Stock (or up to 5,750,500 shares of Common Stock if the over-allotment option in the IPO is exercised in full (in either case, such amount being referred to as the “Maximum Amount”)), at prices (including commissions) not to exceed the amount per share equal to the quotient of (i) the amount then held in the Trust Account, net of the amount necessary to pay the Company’s tax obligations on any interest income or otherwise then due at that time, divided by (ii) the number of shares of Common Stock then outstanding that were issued in the IPO (“Maximum Price”). (d) The limited distributions referred to herein in Sections 2(a) and 2(b) above shall be made only from income collected on the Property. (cProperty while the limited distributions referred to in Section 2(c) Also by delivery of Exhibit C and only if above shall be made from the Company proceeds under the proxy rules and not the tender offer rules, the Company may request funds necessary to repurchase up to fifteen percent (15%) of its Ordinary Shares. In connection therewith, the Company shall deliver, in addition to Exhibit C, a “trade ticket” or similar confirmation evidencing such purchase by the Company. Upon receipt of such evidence, the Trustee shall, as soon as practicable, release the necessary funds to the Company in order to complete such trade within “T+2.” The Trustee shall pay to the Company such amount equal to: (x) Ordinary Shares purchased (evidenced by the trade ticket) multiplied by (y) an amount not to exceed the lesser of $10.00 (per Ordinary Share) or the pro rata per share amount held in the Trust Account; provided, however, in no event shall the Trustee release funds to repurchase in excess of 1,200,000 Ordinary Shares (1,380,000 if the over-allotment option of the IPO is exercised in full or such other amount provided to the Trustee if the over-allotment option is partially exercised but not to exceed 1,380,000 Ordinary Shares). (d) In no event shall the payments authorized by Sections 2(a) and 2(b) cause the amount in the Trust Account to fall below the amount initially deposited into the Trust AccountProperty itself. Except as provided in Sections Section 2(a), 2(b) and 2(c) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof. (e) The written request of In all cases, the Company referenced above shall constitute presumptive evidence provide Deutsche Bank with a copy of any Termination Letters and/or any other correspondence that the Company is entitled it issues to such funds, and the Trustee has no responsibility with respect to look beyond said requestany proposed withdrawal from the Trust Account promptly after such issuance.

Limited Distributions of Income from Trust Account. (a) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C, the Trustee shall distribute to the Company by wire transfer from the Trust Account the amount necessary to cover any tax obligation owed by the Company and, to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution. The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee has no responsibility to look beyond said request. (b) The Company may withdraw funds Upon written request from the Trust Account for Company, which shall be given from time to time in a form substantially similar to that attached hereto as Exhibit D, the Trustee shall distribute to the Company the amount requested by the Company to cover expenses related to investigating and selecting a target business and any other working capital purposes by delivery requirements; provided, however, that the Company will not be allowed to withdraw interest income earned on the trust account unless there are sufficient funds available to pay the Company’s tax obligations on such interest income on the date hereof or when otherwise due. A representation to such effect contained in the written request of Exhibit C the Company referenced above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee. Trustee has no responsibility to look beyond said request. (c) The limited distributions referred to herein in paragraph 2(a) above shall be made only from income collected on the Property. (c) Also by delivery of Exhibit C , and only if the Company proceeds under the proxy rules and not the tender offer rules, the Company may request funds necessary to repurchase up to fifteen percent (15%) of its Ordinary Shares. In connection therewith, the Company shall deliver, in addition to Exhibit C, a “trade ticket” or similar confirmation evidencing such purchase by the Company. Upon receipt of such evidence, the Trustee shall, as soon as practicable, release the necessary funds to the Company in order to complete such trade within “T+2.” The Trustee shall pay to the Company such amount equal to: (x) Ordinary Shares purchased (evidenced by the trade ticket) multiplied by (y) an amount not to exceed the lesser of $10.00 (per Ordinary Share) or the pro rata per share amount held in the Trust Account; provided, however, in no event shall the Trustee release funds to repurchase in excess of 1,200,000 Ordinary Shares (1,380,000 if the over-allotment option of the IPO is exercised in full or such other amount provided to the Trustee if the over-allotment option is partially exercised but not to exceed 1,380,000 Ordinary Shares). (d) In no event shall the payments authorized by Sections paragraph 2(a) and 2(b) cause the amount in the Trust Account to fall below the amount initially deposited into the Trust Account. Except as provided in Sections paragraph 2(a), 2(b) and 2(c2(b) above, no other distributions from the Trust Account shall be permitted except in accordance with Section paragraph 1(i) hereof. (ed) The written request of In all cases, the Company referenced above shall constitute presumptive evidence promptly provide Cxxxx & Company with a copy of any Termination Letters and/or any other correspondence that the Company is entitled it issues to such funds, and the Trustee has no responsibility with respect to look beyond said requestany proposed withdrawal from the Trust Account promptly after such issuance.

Limited Distributions of Income from Trust Account. (a) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C, the Trustee shall distribute to the Company by wire transfer from the Trust Account the amount necessary to cover any income or franchise tax obligation owed by the Company as a result of assets of the Company or interest or other income earned on the funds held in the Trust Account and, to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution. (b) The Company may withdraw funds up to $1,250,000 from the Trust Account for working capital purposes by delivery of Exhibit C to the Trustee. The distributions referred to herein shall be made only from income collected on the Property. (c) Also by delivery of Exhibit C and only if the Company proceeds under the proxy rules and not the tender offer rules, the Company may request funds necessary to repurchase up to fifteen percent (15%) of its Ordinary Sharesthe shares of Common Stock underlying the Units sold in the IPO. In connection therewith, the Company shall deliver, in addition to Exhibit C, a “trade ticket” or similar confirmation evidencing such purchase by the Company. Upon receipt of such evidence, the Trustee shall, as soon as practicable, release the necessary funds to the Company in order to complete such trade within “T+2.” The Trustee shall pay to the Company such amount equal to: (x) Ordinary Shares Common Stock purchased (evidenced by the trade ticket) multiplied by (y) an amount not to exceed the lesser of $10.00 (per Ordinary Shareshare of Common Stock) or the pro rata per share amount held in the Trust Account; provided, however, in no event shall the Trustee release funds to repurchase in excess of 1,200,000 Ordinary Shares shares of Common Stock (1,380,000 if the over-allotment option of the IPO is exercised in full or such other amount provided to the Trustee or, if the over-allotment option is partially not exercised in full, but is exercised in part, the number of shares that may be purchased shall be increased proportionally in relation to the proportion of the over-allotment option which is exercised but not to exceed 1,380,000 Ordinary Shares1,725,000 shares of Common Stock). (d) In no event shall the payments authorized by Sections 2(a) and 2(b) cause the amount in the Trust Account to fall below the amount initially deposited into the Trust Account. Except as provided in Sections 2(a), 2(b) and 2(c) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof. (e) The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to such funds, and the Trustee has no responsibility to look beyond said request.

Limited Distributions of Income from Trust Account. (a) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C, the Trustee shall distribute to the Company by wire transfer from the Trust Account the amount necessary to cover any tax obligation owed by the Company and, to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution. (b) The Company may withdraw funds from the Trust Account for working capital purposes by delivery of Exhibit C to the Trustee. The distributions referred to herein shall be made only from income collected on the Property. (c) Also by delivery of Exhibit C and only if the Company proceeds under the proxy rules and not the tender offer rules, the Company may request funds necessary to repurchase up to fifteen percent (15%) of its Ordinary Shares. In connection therewith, the Company shall deliver, in addition to Exhibit C, a “trade ticket” or similar confirmation evidencing such purchase by the Company. Upon receipt of such evidence, the Trustee shall, as soon as practicable, release the necessary funds to the Company in order to complete such trade within “T+2.” The Trustee shall pay to the Company such amount equal to: (x) Ordinary Shares purchased (evidenced by the trade ticket) multiplied by (y) an amount not to exceed the lesser of $10.00 10.05 (per Ordinary Share) or the pro rata per share amount held in the Trust Account; provided, however, in no event shall the Trustee release funds to repurchase in excess of 1,200,000 525,000 Ordinary Shares (1,380,000 603,750 if the over-allotment option of the IPO is exercised in full or such other amount provided to the Trustee if the over-allotment option is partially exercised but not to exceed 1,380,000 603,750 Ordinary Shares). (d) In no event shall the payments authorized by Sections 2(a) and 2(b) cause the amount in the Trust Account to fall below the amount initially deposited into the Trust Account. Except as provided in Sections 2(a), 2(b) and 2(c) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof. (e) The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to such funds, and the Trustee has no responsibility to look beyond said request.

Limited Distributions of Income from Trust Account. (a) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C, the Trustee shall distribute to the Company by wire transfer from the Trust Account the amount necessary requested by the Company to cover any income tax obligation owed by the Company and, to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distributionCompany. (b) The Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D, the Trustee shall distribute to the Company may the amount requested by the Company to cover expenses related to investigating and selecting a target business and other working capital requirements; provided, however, that the Company will not be allowed to withdraw funds from interest income earned on the Trust Account for working capital purposes by delivery unless there is an amount of interest income available in the Trust Account sufficient to pay the Company’s tax obligations on such interest income or otherwise then due at that time. (c) Upon written request from the Company, which may be given from time to time commencing 60 days after the effective date of the Registration Statement, in a form substantially similar to that attached as Exhibit C E, the Trustee shall distribute to the Trustee. Company the amount necessary for it to purchase up to 1,500,000 Ordinary Shares (or up to 1,725,000 Ordinary Shares if the over-allotment option in the IPO is exercised in full (in either case, such amount being referred to as the “Maximum Amount”)), at prices (including commissions) not to exceed $10.00 per share or $9.97 per share if the over-allotment option in the IPO is exercised in full (in either case such price being referred to as the “Maximum Price”). (d) The limited distributions referred to herein in Sections 2(a) and 2(b) above shall be made only from income collected on the Property. (cProperty while the limited distributions referred to in Section 2(c) Also by delivery of Exhibit C and only if above shall be made from the Company proceeds under the proxy rules and not the tender offer rules, the Company may request funds necessary to repurchase up to fifteen percent (15%) of its Ordinary Shares. In connection therewith, the Company shall deliver, in addition to Exhibit C, a “trade ticket” or similar confirmation evidencing such purchase by the Company. Upon receipt of such evidence, the Trustee shall, as soon as practicable, release the necessary funds to the Company in order to complete such trade within “T+2.” The Trustee shall pay to the Company such amount equal to: (x) Ordinary Shares purchased (evidenced by the trade ticket) multiplied by (y) an amount not to exceed the lesser of $10.00 (per Ordinary Share) or the pro rata per share amount held in the Trust Account; provided, however, in no event shall the Trustee release funds to repurchase in excess of 1,200,000 Ordinary Shares (1,380,000 if the over-allotment option of the IPO is exercised in full or such other amount provided to the Trustee if the over-allotment option is partially exercised but not to exceed 1,380,000 Ordinary Shares). (d) In no event shall the payments authorized by Sections 2(a) and 2(b) cause the amount in the Trust Account to fall below the amount initially deposited into the Trust AccountProperty itself. Except as provided in Sections Section 2(a), 2(b) and 2(c) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof. (e) The written request of In all cases, the Company referenced above shall constitute presumptive evidence provide Lazard with a copy of any Termination Letters and/or any other correspondence that the Company is entitled it issues to such funds, and the Trustee has no responsibility with respect to look beyond said requestany proposed withdrawal from the Trust Account promptly after such issuance.

Limited Distributions of Income from Trust Account. (a) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C, the Trustee shall distribute to the Company by wire transfer from interest earned on the Trust Account the amount necessary to cover any tax obligation owed by the Company and, to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution. (b) The Company may withdraw funds from interest earned on the Trust Account for working capital purposes by delivery of Exhibit C to the Trustee. The distributions referred to herein shall be made only from income collected on the Property. (c) Also by delivery of Exhibit C and only if the Company proceeds under the proxy rules and not the tender offer rules, the Company may request funds necessary to repurchase up to fifteen percent (15%) of its Ordinary Sharesthe IPO Shares (720,000 shares of Common Stock, or 828,000 shares of Common Stock if the underwriters’ over-allotment option is exercised in full). In connection therewith, the Company shall deliver, in addition to Exhibit C, a “trade ticket” or similar confirmation evidencing such purchase by the Company. Upon receipt of such evidence, the Trustee shall, as soon as practicable, release the necessary funds to the Company in order to complete such trade within “T+2.” The Trustee shall pay to the Company such amount equal to: (x) Ordinary Shares shares of Common Stock purchased (evidenced by the trade ticket) multiplied by (y) an amount not to exceed the lesser of $10.00 (per Ordinary Share) or the pro rata per per-share amount then held in the Trust AccountAccount ($10.10 per share, whether or not the underwriters’ over-allotment option is exercised); provided, however, in no event shall the Trustee release funds to repurchase in excess of 1,200,000 Ordinary Shares 720,000 shares of Common Stock (1,380,000 828,000 shares of Common Stock if the over-allotment option of the IPO is exercised in full or such other amount provided to the Trustee if the over-allotment option is partially exercised but not to exceed 1,380,000 Ordinary Shares828,000 shares of Common Stock). (d) In no event shall the payments authorized by Sections 2(a) and 2(b) cause the amount in the Trust Account to fall below the amount initially deposited into the Trust Account. Except as provided in Sections 2(a), 2(b) and 2(c) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof. (e) The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to such funds, and the Trustee has no responsibility to look beyond said request.

Limited Distributions of Income from Trust Account. (a) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C, and subject to the limitations set forth in this Agreement, the Trustee shall distribute to the Company by wire transfer from the Trust Account the amount necessary to cover any income or franchise tax obligation owed by the Company and, to the extent there is not sufficient cash in the Trust Account to pay such income or franchise tax obligation, liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution. (b) The Subject to the limitations set forth in this Agreement, the Company may withdraw funds from the Trust Account for working capital purposes by delivery of Exhibit C to the Trustee. . (c) The distributions referred to herein in Sections 2(a) and 2(b) shall be made only from income collected on the Property. (cd) Also by delivery of Exhibit C and only if the Company proceeds under the proxy rules and not the tender offer rules, the Company may request funds necessary to repurchase up to fifteen percent (15%) of its Ordinary Shares. In connection therewith, the Company shall deliver, in addition to Exhibit C, a “trade ticket” or similar confirmation evidencing such purchase by the Company. Upon receipt of such evidence, the The Trustee shall, only after and promptly after receipt of, and only in accordance with, the terms of a letter, in a form substantially similar to that attached hereto as soon as practicableExhibit D, release signed on behalf of the necessary funds Company by an executive officer and in accordance with the written instruction of the Company, disburse to the Company Public Stockholders of record as of the record date for the Stockholder Meeting pursuant to which the Trust Amendment and the Extension Amendment were approved who (A) elected to exercise their redemption rights in order to complete such trade within “T+2.” The Trustee shall pay to connection with the Extension Amendment and the Trust Amendment and (B) tendered their stock certificate(s) in accordance with the provisions set forth in the proxy statement for the Stockholder Meeting, the amount indicated by the Company as required to pay such amount equal to: Public Stockholders. For the purposes of clarity, any transmission of such letter electronically, whether by facsimile, electronic mail (x) Ordinary Shares purchased (evidenced by the trade ticket) multiplied by (y) e-mail), PDF or otherwise, shall constitute an amount not to exceed the lesser original of $10.00 (per Ordinary Share) or the pro rata per share amount held in the Trust Account; provided, however, in no event shall the Trustee release funds to repurchase in excess of 1,200,000 Ordinary Shares (1,380,000 if the over-allotment option of the IPO is exercised in full or such other amount provided to the Trustee if the over-allotment option is partially exercised but not to exceed 1,380,000 Ordinary Shares)letter hereunder. (de) In no event shall the payments authorized by Sections 2(a) and 2(b) cause the amount in the Trust Account to fall below the amount initially deposited into the Trust Account. Except as provided in Sections 2(a), 2(b) and 2(c2(d) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof. (ef) The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to such funds, and the Trustee has no responsibility to look beyond said request.

Limited Distributions of Income from Trust Account. (a) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C, the Trustee shall distribute to the Company by wire transfer from the Trust Account the amount necessary to cover any tax obligation owed by the Company and, to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution. (b) The Company may withdraw funds from the Trust Account for working capital purposes by delivery of Exhibit C to the Trustee. The distributions referred to herein shall be made only from income collected on the Property. (c) Also by delivery of Exhibit C and only if the Company proceeds under the proxy rules and not the tender offer rules, the Company may request funds necessary to repurchase up to fifteen percent (15%) of its Ordinary Sharesthe IPO Shares (900,000 shares of Common Stock, or 1,035,000 shares of Common Stock if the underwriters’ over-allotment option is exercised in full). In connection therewith, the Company shall deliver, in addition to Exhibit C, a “trade ticket” or similar confirmation evidencing such purchase by the Company. Upon receipt of such evidence, the Trustee shall, as soon as practicable, release the necessary funds to the Company in order to complete such trade within “T+2.” The Trustee shall pay to the Company such amount equal to: (x) Ordinary Shares shares of Common Stock purchased (evidenced by the trade ticket) multiplied by (y) an amount not to exceed the lesser of $10.00 (per Ordinary Share) or the pro rata per per-share amount then held in the Trust AccountAccount (approximately $10.00 per share, or approximately $9.97 per share if the underwriters’ over-allotment option is exercised in full); provided, however, in no event shall the Trustee release funds to repurchase in excess of 1,200,000 Ordinary Shares 900,000 shares of Common Stock (1,380,000 1,035,000 shares of Common Stock if the over-allotment option of the IPO is exercised in full or such other amount provided to the Trustee if the over-allotment option is partially exercised but not to exceed 1,380,000 Ordinary Shares1,035,000 shares of Common Stock). (d) In no event shall the payments authorized by Sections 2(a) and 2(b) cause the amount in the Trust Account to fall below the amount initially deposited into the Trust Account. Except as provided in Sections 2(a), 2(b) and 2(c) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof. (e) The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to such funds, and the Trustee has no responsibility to look beyond said request.

Limited Distributions of Income from Trust Account. (a) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C, the Trustee shall distribute to the Company by wire transfer from the Trust Account the amount necessary to cover any tax obligation owed by the Company from the interest earned in the Trust Account and, to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution. (b) The Company may withdraw funds from the Trust Account for working capital purposes by delivery of a letter in the form of Exhibit C to the Trustee. The distributions referred to herein shall be made only from income collected on the Property. (c) Also by delivery of Exhibit C If and only if the Company is no longer a “foreign private issuer” as defined under Rule 3b-4 of the Exchange Act and the Company proceeds with a redemption of the Public Shares in conjunction with a proxy solicitation under the proxy rules and not the tender offer rules, the Company may request funds necessary to repurchase up to fifteen percent (15%) of its Ordinary Public Shares. In connection therewith, the Company shall deliver, in addition to the delivery of a letter in the form of Exhibit CD, a “trade ticket” or similar confirmation evidencing such purchase by the Company. Upon receipt of such evidenceevidence and a letter in the form of Exhibit D, the Trustee shall, as soon as practicable, release the necessary funds to the Company in order to complete such trade within “T+2T+3.” The Trustee shall pay to the Company such amount equal to: (x) Ordinary the number of Public Shares purchased (evidenced by the trade ticket) multiplied by (y) an amount not to exceed the lesser of $10.00 (per Ordinary Share) or the pro rata per share amount held in the Trust AccountAccount (inclusive of commissions); provided, however, in no event shall the Trustee release funds to repurchase in excess of 1,200,000 Ordinary 600,000 Public Shares (1,380,000 or 690,000 Public Shares if the over-allotment option of the IPO is exercised in full full, or such other amount provided to the Trustee if the over-allotment option is partially exercised but not to exceed 1,380,000 Ordinary 690,000 Public Shares). (d) In no event shall the payments authorized by Sections 2(a) and 2(b) cause the amount in the Trust Account to fall below the amount initially deposited into the Trust Account. Except as provided in Sections 2(a), 2(b) and 2(c) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof. (e) The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to such funds, and the Trustee has no responsibility to look beyond said request.

Limited Distributions of Income from Trust Account. (a) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C, the Trustee shall distribute to the Company by wire transfer from the Trust Account the amount necessary to cover any tax obligation owed by the Company from the interest earned in the Trust Account and, to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution. (b) The Company may withdraw funds from the Trust Account for working capital purposes by delivery of a letter in the form of Exhibit C to the Trustee. The distributions referred to herein shall be made only from income collected on the Property. (c) Also by delivery of Exhibit C If and only if the Company is no longer a “foreign private issuer” as defined under Rule 3b-4 of the Exchange Act and the Company proceeds with a redemption of the Public Shares in conjunction with a proxy solicitation under the proxy rules and not the tender offer rules, the Company may request funds necessary to repurchase up to fifteen percent (15%) of its Ordinary Public Shares. In connection therewith, the Company shall deliver, in addition to the delivery of a letter in the form of Exhibit CD, a “trade ticket” or similar confirmation evidencing such purchase by the Company. Upon receipt of such evidenceevidence and a letter in the form of Exhibit D, the Trustee shall, as soon as practicable, release the necessary funds to the Company in order to complete such trade within “T+2T+3.” The Trustee shall pay to the Company such amount equal to: (x) Ordinary the number of Public Shares purchased (evidenced by the trade ticket) multiplied by (y) an amount not to exceed the lesser of $10.00 (per Ordinary Public Share) or the pro rata per share amount held in the Trust Account; provided, however, in no event shall the Trustee release funds to repurchase in excess of 1,200,000 Ordinary 600,000 Public Shares (1,380,000 or 690,000 Public Shares if the over-allotment option of the IPO is exercised in full full, or such other amount provided to the Trustee if the over-allotment option is partially exercised but not to exceed 1,380,000 Ordinary 690,000 Public Shares). (d) In no event shall the payments authorized by Sections 2(a) and 2(b) cause the amount in the Trust Account to fall below the amount initially deposited into the Trust Account. Except as provided in Sections 2(a), 2(b) and 2(c) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof. (e) The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to such funds, and the Trustee has no responsibility to look beyond said request.

Limited Distributions of Income from Trust Account. (a) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C, the Trustee shall distribute to the Company by wire transfer from the Trust Account the amount necessary to cover any tax obligation owed by the Company and, to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution. (b) The Company may withdraw funds up to $1,250,000 (subject to adjustment as described in the Registration Statement) from the Trust Account for working capital purposes by delivery of Exhibit C to the Trustee. The distributions referred to herein shall be made only from income collected on the Property. (c) Also by delivery of Exhibit C and only if the Company proceeds under the proxy rules and not the tender offer rules, the Company may request funds necessary to repurchase up to fifteen percent (15%) of its Ordinary SharesCommon Stock. In connection therewith, the Company shall deliver, in addition to Exhibit C, a “trade ticket” or similar confirmation evidencing such purchase by the Company. Upon receipt of such evidence, the Trustee shall, as soon as practicable, release the necessary funds to the Company in order to complete such trade within “T+2.” The Trustee shall pay to the Company such amount equal to: (x) Ordinary Shares Common Stock purchased (evidenced by the trade ticket) multiplied by (y) an amount not to exceed the lesser of $10.00 (per Ordinary Shareshare of Common Stock) or the pro rata per share amount held in the Trust Account; provided, however, in no event shall the Trustee release funds to repurchase in excess of 1,200,000 Ordinary Shares 1,500,000 Common Stock (1,380,000 1,725,000 if the over-allotment option of the IPO is exercised in full or such other amount provided to the Trustee if the over-allotment option is partially exercised but not to exceed 1,380,000 Ordinary Shares1,725,000 Common Stock). (d) In no event shall the payments authorized by Sections 2(a) and 2(b) cause the amount in the Trust Account to fall below the amount initially deposited into the Trust Account. Except as provided in Sections 2(a), 2(b) and 2(c) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof. (e) The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to such funds, and the Trustee has no responsibility to look beyond said request.

Limited Distributions of Income from Trust Account. The Trustee shall disburse funds from the Trust Account: (a) Upon written request from the Company, which may be given from time to time as may be necessary timely to pay any taxes incurred as a result of interest or other income earned on the Property held in the Trust Account, only upon receipt and in accordance with the terms of a letter in form substantially similar to that attached hereto as Exhibit CD (a “Tax Disbursement Letter”), the Trustee shall distribute to signed on behalf of the Company by wire transfer from its Chief Executive Officer or President and copied to Authorized Counsel, as evidenced by his or her countersignature thereto, and complete the Trust Account the amount necessary to cover any tax obligation owed by the Company and, to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution. (b) The Company may withdraw disbursement of funds from the Trust Account for working capital purposes by delivery of Exhibit C to and distribute such funds only as directed in the Trustee. The distributions Tax Disbursement Letter and any other documents referred to herein shall be made only from income collected on the Property.therein, and (cb) Also by delivery from time to time, only upon receipt and in accordance with the terms of a letter in form substantially similar to that attached hereto as Exhibit C and only if E (a “Disbursement Letter”), signed on behalf of the Company proceeds under the proxy rules by its Chief Executive Officer or President and not the tender offer rules, the Company may request funds necessary copied to repurchase up to fifteen percent (15%) of its Ordinary Shares. In connection therewith, the Company shall deliver, in addition to Exhibit C, a “trade ticket” or similar confirmation evidencing such purchase by the Company. Upon receipt of such evidenceAuthorized Counsel, the Trustee shall, as soon as practicable, release the necessary funds to the Company in order to complete such trade within “T+2.” The Trustee shall pay disburse to the Company such amount equal to: (x) Ordinary Shares purchased (evidenced as may be requested by the trade ticketCompany as directed in the Disbursement Letter and the other documents referred to therein, provided, however, that the aggregate amount distributed by the Trustee to the Company pursuant to this Paragraph 2(b) multiplied by (y) an amount may not to exceed the lesser of $10.00 (per Ordinary Sharey) the aggregate amount of interest and any other income actually received or the pro rata per share amount held in the Trust Account; provided, however, in no event shall the Trustee release funds to repurchase in excess of 1,200,000 Ordinary Shares (1,380,000 if the over-allotment option of the IPO is exercised in full or such other amount provided to the Trustee if the over-allotment option is partially exercised but not to exceed 1,380,000 Ordinary Shares). (d) In no event shall the payments authorized by Sections 2(a) and 2(b) cause the amount paid on amounts in the Trust Account less an amount equal to fall below estimated taxes that are or will be due on such income at an assumed rate of 40% and (z) $2,500,000. The amount of interest income permitted to be released from the Trust Account to the Company may be increased by up to $375,000 if the Representative’s over-allotment is exercised in full. If the Representative’s over-allotment is not exercised in full, but is exercised in part, the amount initially deposited into the Trust Account. Except as provided in Sections 2(a), 2(b) and 2(c) above, no other distributions of interest income permitted to be released from the Trust Account shall be permitted except increased proportionally in accordance with Section 1(i) hereofrelation to the proportion of the over-allotment option which was exercised by the Representative. (ec) The written request of upon notice by the Company referenced above shall constitute presumptive evidence that to pay the Company is entitled Deferred Discount to such funds, and the Trustee has no responsibility to look beyond said requestRepresentative.

Limited Distributions of Income from Trust Account. (a) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C, the Trustee shall distribute to the Company by wire transfer from the Trust Account the amount necessary to cover any tax obligation owed by the Company and, to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution. (b) The Company may withdraw funds from the Trust Account for working capital purposes by delivery of Exhibit C to the Trustee. The distributions referred to herein shall be made only from income collected on the Property. (c) Also by delivery of Exhibit C and only if the Company proceeds under the proxy rules and not the tender offer rules, the Company may request funds necessary to repurchase up to fifteen percent (15%) of its Ordinary Shares. In connection therewith, the Company shall deliver, in addition to Exhibit C, a “trade ticket” or similar confirmation evidencing such purchase by the Company. Upon receipt of such evidence, the Trustee shall, as soon as practicable, release the necessary funds to the Company in order to complete such trade within “T+2.” The Trustee shall pay to the Company such amount equal to: (x) Ordinary Shares purchased (evidenced by the trade ticket) multiplied by (y) an amount not to exceed the lesser of $10.00 10.20 (per Ordinary Share) or the pro rata per share amount held in the Trust Account; provided, however, in no event shall the Trustee release funds to repurchase in excess of 1,200,000 330,000 Ordinary Shares (1,380,000 379,500 if the over-allotment option of the IPO is exercised in full or such other amount provided to the Trustee if the over-allotment option is partially exercised but not to exceed 1,380,000 379,500 Ordinary Shares). (d) In no event shall the payments authorized by Sections 2(a) and 2(b) cause the amount in the Trust Account to fall below the amount initially deposited into the Trust Account. Except as provided in Sections 2(a), 2(b) and 2(c) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof. (e) The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to such funds, and the Trustee has no responsibility to look beyond said request.

Limited Distributions of Income from Trust Account. (a) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C, the Trustee shall distribute to the Company by wire transfer from the Trust Account the amount necessary by the Company to cover any tax obligation owed by the Company and, to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution.Company; (b) The Company may withdraw funds Upon written request from the Trust Account for Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D, the Trustee shall distribute to the Company the amount requested by the Company to cover expenses related to investigating and selecting a target business and other working capital purposes by delivery requirements; provided, however, that the aggregate amount of Exhibit C all such distributions shall not exceed $1,750,000 in interest income (net of taxes payable), or $2,012,500 in interest income (net of taxes payable), if the Underwriters’ over-allotment option is exercised in full (or, if the over-allotment option is not exercised in full, but is exercised in part, the amount in interest income (net of franchise and income taxes payable) to be released shall be increased proportionally in relation to the Trustee. The distributions referred proportion of the over-allotment option which was exercised); and the Company will not be allowed to herein shall be made only from withdraw interest income collected earned on the Property.trust account unless there are sufficient funds available to pay the Company’s tax obligations on such interest income or otherwise then due at that time; (c) Also by delivery Upon written request from the Company, which may be given from time to time commencing 60 days after the effective date of the Registration Statement in a form substantially similar to that attached hereto as Exhibit C and only if E, the Trustee shall distribute to the Company proceeds under the proxy rules and not the tender offer rules, the Company may request funds amount necessary for it to repurchase purchase up to fifteen percent (15%) of its Ordinary Shares. In connection therewiththe shares of Common Stock underlying the Units issued in the IPO (the “Maximum Amount”)), the Company shall deliver, in addition to Exhibit C, a “trade ticket” or similar confirmation evidencing such purchase by the Company. Upon receipt of such evidence, the Trustee shall, as soon as practicable, release the necessary funds to the Company in order to complete such trade within “T+2.” The Trustee shall pay to the Company such amount equal to: at prices (xincluding commissions) Ordinary Shares purchased (evidenced by the trade ticket) multiplied by (y) an amount not to exceed the lesser of $10.00 (per Ordinary Share) or the pro rata per share amount held in the Trust Account; provided, however, in no event shall Account (the Trustee release funds to repurchase in excess of 1,200,000 Ordinary Shares (1,380,000 if the over-allotment option of the IPO is exercised in full or such other amount provided to the Trustee if the over-allotment option is partially exercised but not to exceed 1,380,000 Ordinary Shares“Maximum Price”).; (d) In no event shall the payments authorized by The limited distributions referred to in Sections 2(a) and 2(b) cause above shall be made only from income collected on the amount Property while the limited distributions referred to in Section 2(c) above shall be made from the Trust Account to fall below the amount initially deposited into the Trust AccountProperty itself. Except as provided in Sections Section 2(a), 2(b) and 2(c) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof.; and (e) The written request of In all cases, the Company referenced above shall constitute presumptive evidence provide Citigroup with a copy of any Termination Letters and/or any other correspondence that the Company is entitled it issues to such funds, and the Trustee has no responsibility with respect to look beyond said requestany proposed withdrawal from the Trust Account promptly after such issuance.

Limited Distributions of Income from Trust Account. (a) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C, the Trustee shall distribute to the Company by wire transfer from the amount of interest income earned on the Trust Account requested by the amount necessary Company to cover any income or other tax obligation owed by the Company and, to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distributionCompany. (b) The Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D, the Trustee shall distribute to the Company may withdraw funds from the amount of interest income earned on the Trust Account for requested by the Company to cover expenses related to investigating and selecting a target business and other working capital purposes by delivery requirements; provided, however, that the Company will not be allowed to withdraw interest income earned on the Trust Account unless there is an amount of interest income available in the Trust Account sufficient to pay the Company’s tax obligations on such interest income or otherwise then due at that time. (c) Upon written request from the Company, which may be given from time to time as described in the Registration Statement, in a form substantially similar to that attached as Exhibit C E, the Trustee shall distribute to the Trustee. Company the amount necessary for it to purchase up to 1,250,000 Ordinary Shares (or up to 1,437,500 Ordinary Shares if the over-allotment option in the IPO is exercised in full (in either case, such amount being referred to as the “Maximum Amount”)), at prices not to exceed $9.60 per share (“Maximum Price”), plus any commissions or fees payable by the Company to the broker effectuating such purchases. (d) The limited distributions referred to herein in Sections 2(a) and 2(b) above shall be made only from income collected on the Property. (cProperty while the limited distributions referred to in Section 2(c) Also by delivery of Exhibit C and only if above shall be made from the Company proceeds under the proxy rules and not the tender offer rules, the Company may request funds necessary to repurchase up to fifteen percent (15%) of its Ordinary Shares. In connection therewith, the Company shall deliver, in addition to Exhibit C, a “trade ticket” or similar confirmation evidencing such purchase by the Company. Upon receipt of such evidence, the Trustee shall, as soon as practicable, release the necessary funds to the Company in order to complete such trade within “T+2.” The Trustee shall pay to the Company such amount equal to: (x) Ordinary Shares purchased (evidenced by the trade ticket) multiplied by (y) an amount not to exceed the lesser of $10.00 (per Ordinary Share) or the pro rata per share amount held in the Trust Account; provided, however, in no event shall the Trustee release funds to repurchase in excess of 1,200,000 Ordinary Shares (1,380,000 if the over-allotment option of the IPO is exercised in full or such other amount provided to the Trustee if the over-allotment option is partially exercised but not to exceed 1,380,000 Ordinary Shares). (d) In no event shall the payments authorized by Sections 2(a) and 2(b) cause the amount in the Trust Account to fall below the amount initially deposited into the Trust AccountProperty itself. Except as provided in Sections Section 2(a), 2(b) and 2(c) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof. (e) The written request of In all cases, the Company referenced above shall constitute presumptive evidence provide EBC with a copy of any Termination Letters and/or any other correspondence that the Company is entitled it issues to such funds, and the Trustee has no responsibility with respect to look beyond said requestany proposed withdrawal from the Trust Account promptly after such issuance.

Limited Distributions of Income from Trust Account. The Trustee shall disburse funds from the Trust Account: (a) Upon written request from the Company, which may be given from time to time as may be necessary timely to pay any taxes incurred as a result of interest or other income earned on the Property held in the Trust Account, only upon receipt and in accordance with the terms of a letter in form substantially similar to that attached hereto as Exhibit CD (a “Tax Disbursement Letter”), the Trustee shall distribute to signed on behalf of the Company by wire transfer from its Chief Executive Officer or President and copied to Authorized Counsel, as evidenced by his or her countersignature thereto, and complete the Trust Account the amount necessary to cover any tax obligation owed by the Company and, to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution. (b) The Company may withdraw disbursement of funds from the Trust Account for working capital purposes by delivery of Exhibit C to and distribute such funds only as directed in the Trustee. The distributions Tax Disbursement Letter and any other documents referred to herein shall be made only from income collected on the Property.therein, and (cb) Also by delivery from time to time, only upon receipt and in accordance with the terms of a letter in form substantially similar to that attached hereto as Exhibit C and only if E (a “Disbursement Letter”), signed on behalf of the Company proceeds under the proxy rules by its Chief Executive Officer or President and not the tender offer rules, the Company may request funds necessary copied to repurchase up to fifteen percent (15%) of its Ordinary Shares. In connection therewith, the Company shall deliver, in addition to Exhibit C, a “trade ticket” or similar confirmation evidencing such purchase by the Company. Upon receipt of such evidenceAuthorized Counsel, the Trustee shall, as soon as practicable, release the necessary funds to the Company in order to complete such trade within “T+2.” The Trustee shall pay disburse to the Company such amount equal to: (x) Ordinary Shares purchased (evidenced as may be requested by the trade ticketCompany as directed in the Disbursement Letter and the other documents referred to therein, provided, however, that the aggregate amount distributed by the Trustee to the Company pursuant to this Paragraph 2(b) multiplied by (y) an amount may not to exceed the lesser of $10.00 (per Ordinary Sharey) the aggregate amount of interest and any other income actually received or the pro rata per share amount held in the Trust Account; provided, however, in no event shall the Trustee release funds to repurchase in excess of 1,200,000 Ordinary Shares (1,380,000 if the over-allotment option of the IPO is exercised in full or such other amount provided to the Trustee if the over-allotment option is partially exercised but not to exceed 1,380,000 Ordinary Shares). (d) In no event shall the payments authorized by Sections 2(a) and 2(b) cause the amount paid on amounts in the Trust Account less an amount equal to fall below estimated taxes that are or will be due on such income at an assumed rate of 40% and (z) $3,000,000. The amount of interest income permitted to be released from the Trust Account to the Company may be increased by up to $450,000 if the Representative’s over allotment is exercised in full. If the Representative’s over-allotment is not exercised in full, but is exercised in part, the amount initially deposited into the Trust Account. Except as provided in Sections 2(a), 2(b) and 2(c) above, no other distributions of interest income permitted to be released from the Trust Account shall be permitted except increased proportionally in accordance with Section 1(i) hereofrelation to the proportion of the over allotment option which was exercised by the Representative. (ec) The written request of upon notice by the Company referenced above shall constitute presumptive evidence that to pay the Company is entitled Deferred Discount to such funds, and the Trustee has no responsibility to look beyond said requestRepresentative.

Limited Distributions of Income from Trust Account. (a) If there is any income tax obligation relating to the income from the Property in the Trust Account, then, from time to time, at the written instruction of the Company accompanied by an Officer's Certificate signed by either the Chairman of the Board or President and Chief Executive Officer of the Company certifying as true, accurate and complete a copy of any tax return required to be filed on behalf of the Trust Account in respect of income earned on the Property held therein, the Trustee shall disburse to the Company by wire transfer, out of the Property in the Trust Account, the amount indicated by the Company as owing to each such taxing authority (and to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets held in the Trust Account as shall be designated by the Company in writing); provided, however, that in no event shall the aggregate amount of all monies disbursed pursuant to this Section 2(a) exceed the income in respect of which such taxes are due and owing; and in all such cases the Trustee shall promptly provide the Representative with a copy of the Officer's Certificate it receives with respect to any proposed withdrawal from the Trust Account; and (b) Upon written request from the Company, which may be given from time to time Company in a form substantially similar to that attached hereto as Exhibit C, the Trustee shall distribute to the Company by wire transfer from a portion of the Trust Account the amount necessary to cover any tax obligation owed by the Company and, to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution. (b) The Company may withdraw funds from the Trust Account for working capital purposes by delivery of Exhibit C to the Trustee. The distributions referred to herein shall be made only from income collected earned on the Property. (c) Also by delivery of Exhibit C and only if the Company proceeds under the proxy rules and not the tender offer rules, the Company may request funds necessary to repurchase up to fifteen percent (15%) of its Ordinary Shares. In connection therewith, the Company shall deliver, in addition to Exhibit C, a “trade ticket” or similar confirmation evidencing such purchase by the Company. Upon receipt of such evidence, the Trustee shall, as soon as practicable, release the necessary funds to the Company in order to complete such trade within “T+2.” The Trustee shall pay to the Company such amount equal to: (x) Ordinary Shares purchased (evidenced by the trade ticket) multiplied by (y) an amount not to exceed the lesser of $10.00 (per Ordinary Share) or the pro rata per share amount held in the Trust Account; provided, however, in no event shall that the amount distributed by the Trustee release funds to repurchase in excess of 1,200,000 Ordinary Shares (1,380,000 if the over-allotment option of the IPO is exercised in full or such other amount provided to the Trustee if the over-allotment option is partially exercised but not Company pursuant to exceed 1,380,000 Ordinary Shares). (d) In no event shall the payments authorized by Sections 2(a) and this Section 2(b) cause may not exceed (x) $1,425,000 in the first twelve months subsequent to the Effective Date; (y) $1,140,000 in the second twelve months subsequent to the Effective Date and (z) $2,565,000 in the aggregate; provided, further, that no amount distributed by the Trustee to the Company pursuant to this Section 2(b) may exceed the income actually received or paid on the amounts in the Trust Account to fall below the amount initially deposited into the Trust Account. (less any taxes due and payable thereon); and (c) Except as provided in Sections 2(a), 2(b) and 2(c2(b) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof. (e) The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to such funds, and the Trustee has no responsibility to look beyond said request.

Limited Distributions of Income from Trust Account. (a) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C, the Trustee shall distribute to the Company by wire transfer from the Trust Account the amount necessary to cover any tax obligation owed by the Company and, to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution. (b) The Company may withdraw funds from the Trust Account for working capital purposes by delivery of Exhibit C to the Trustee. The distributions referred to herein shall be made only from income collected on the Property. (c) Also by delivery of Exhibit C and only if the Company proceeds under the proxy rules and not the tender offer rules, the Company may request funds necessary to repurchase up to fifteen percent (15%) of its Ordinary Sharesthe IPO Shares (900,000 shares of Common Stock, or 1,035,000 shares of Common Stock if the underwriters’ over-allotment option is exercised in full). In connection therewith, the Company shall deliver, in addition to Exhibit C, a “trade ticket” or similar confirmation evidencing such purchase by the Company. Upon receipt of such evidence, the Trustee shall, as soon as practicable, release the necessary funds to the Company in order to complete such trade within “T+2.” The Trustee shall pay to the Company such amount equal to: (x) Ordinary Shares shares of Common Stock purchased (evidenced by the trade ticket) multiplied by (y) an amount not to exceed the lesser of $10.00 (per Ordinary Share) or the pro rata per per-share amount then held in the Trust AccountAccount ($10.10 per share whether or not the underwriters’ over-allotment option is exercised); provided, however, in no event shall the Trustee release funds to repurchase in excess of 1,200,000 Ordinary Shares 900,000 shares of Common Stock (1,380,000 1,035,000 shares of Common Stock if the over-allotment option of the IPO is exercised in full or such other amount provided to the Trustee if the over-allotment option is partially exercised but not to exceed 1,380,000 Ordinary Shares1,035,000 shares of Common Stock). (d) In no event shall the payments authorized by Sections 2(a) and 2(b) cause the amount in the Trust Account to fall below the amount initially deposited into the Trust Account. Except as provided in Sections 2(a), 2(b) and 2(c) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof. (e) The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to such funds, and the Trustee has no responsibility to look beyond said request.

Limited Distributions of Income from Trust Account. (a) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C, the Trustee shall distribute to the Company by wire transfer from the Trust Account the amount necessary to cover any tax obligation owed by the Company and, to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution. (b) The Company may withdraw funds from the Trust Account for working capital purposes by delivery of Exhibit C to the Trustee. The distributions referred to herein shall be made only from income collected on the Property. (c) Also by delivery of Exhibit C and only if the Company proceeds under the proxy rules and not the tender offer rules, the Company may request funds necessary to repurchase up to fifteen percent (15%) of its Ordinary Shares. In connection therewith, the Company shall deliver, in addition to Exhibit C, a “trade ticket” or similar confirmation evidencing such purchase by the Company. Upon receipt of such evidence, the Trustee shall, as soon as practicable, release the necessary funds to the Company in order to complete such trade within “T+2.” The Trustee shall pay to the Company such amount equal to: (x) Ordinary Shares purchased (evidenced by the trade ticket) multiplied by (y) an amount not to exceed the lesser of $10.00 10.20 (per Ordinary Share) or the pro rata per share amount held in the Trust Account; provided, however, in no event shall the Trustee release funds to repurchase in excess of 1,200,000 300,000 Ordinary Shares (1,380,000 345,000 if the over-allotment option of the IPO is exercised in full or such other amount provided to the Trustee if the over-allotment option is partially exercised but not to exceed 1,380,000 345,000 Ordinary Shares). (d) In no event shall the payments authorized by Sections 2(a) and 2(b) cause the amount in the Trust Account to fall below the amount initially deposited into the Trust Account. Except as provided in Sections 2(a), 2(b) and 2(c) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof. (e) The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to such funds, and the Trustee has no responsibility to look beyond said request.