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 income collected on the Property the amount necessary to cover any tax obligation owed by the Company. (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) 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 Exhibit E, signed on behalf of the Company by an executive officer and in accordance with the written instruction of the Company, disburse to the 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 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 Public Stockholders. For the purposes of clarity, any transmission of such letter electronically, whether by facsimile, electronic mail (e-mail), PDF or otherwise, shall constitute an original of such letter hereunder. (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 income collected on the Property Trust Account the amount necessary to cover any tax obligation owed by the CompanyCompany 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) The 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, only after and promptly after receipt ofas soon as practicable, and only release the necessary funds to the Company in accordance withorder 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, the terms of a letterhowever, in a form substantially similar no event shall the Trustee release funds to that attached hereto as Exhibit E, signed on behalf repurchase in excess of 1,200,000 Ordinary Shares (1,380,000 if the over-allotment option of the Company by an executive officer and IPO is exercised in accordance with the written instruction of the Company, disburse full or such other amount provided to the Public Stockholders of record as of Trustee if the record date for the Stockholder Meeting pursuant over-allotment option is partially exercised but not to which the Trust Amendment and the Extension Amendment were approved who (A) elected to exercise their redemption rights in 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 Public Stockholders. For the purposes of clarity, any transmission of such letter electronically, whether by facsimile, electronic mail (e-mailexceed 1,380,000 Ordinary Shares), PDF or otherwise, shall constitute an original of such letter hereunder. (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 collected earned on the Property Trust Account requested by the amount necessary Company to cover any income or other tax obligation owed by the Company. (b) The Company may withdraw funds Upon written request from the Trust Account for working capital purposes by delivery of Exhibit C Company, which may be given from time to the Trustee. The distributions referred to herein shall be made only from income collected on the Property. (c) The Trustee shall, only after and promptly after receipt of, and only in accordance with, the terms of a letter, time in a form substantially similar to that attached hereto as Exhibit ED, signed on behalf of the Trustee shall distribute to the 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 an executive officer and amount of interest income available in accordance with 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 instruction of request from the Company, disburse 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 Public Stockholders Company the amount necessary for it to purchase up to 800,000 shares of record 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 amount being referred to as of the record date for “Maximum Amount”)), at prices (including commissions) not to exceed the Stockholder Meeting pursuant to which per share amount then held in the Trust Amendment and Account (such amount being referred to as the Extension Amendment were approved who (A) elected to exercise their redemption rights in 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 Public Stockholders. For the purposes of clarity, any transmission of such letter electronically, whether by facsimile, electronic mail (e-mail“Maximum Price”), PDF or otherwise, shall constitute an original of such letter hereunder). (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. (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 C, the Trustee shall distribute to the Company by wire transfer from the income collected on the Property Trust Account the amount necessary to cover any tax obligation owed by the CompanyCompany 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) The 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 Public Shares. In connection therewith, the Company shall deliver, in addition to the delivery of a letter in the form of Exhibit D, a “trade ticket” or similar confirmation evidencing such purchase by the Company. Upon receipt of such evidence and a letter in the form of Exhibit D, the Trustee shall, only after and promptly after receipt ofas soon as practicable, and only release the necessary funds to the Company in accordance withorder to complete such trade within “T+3.” The Trustee shall pay to the Company such amount equal to: (x) 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 Public Share) or the pro rata per share amount held in the Trust Account; provided, the terms of a letterhowever, in a form substantially similar no event shall the Trustee release funds to that attached hereto as Exhibit E, signed on behalf repurchase in excess of 675,000 Public Shares (or 776,250 Public Shares if the over-allotment option of the Company by an executive officer and IPO is exercised in accordance with the written instruction of the Companyfull, disburse or such other amount provided to the Trustee if the over-allotment option is partially exercised but not to exceed 776,250 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 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 Public Stockholders. For the purposes of clarity, any transmission of such letter electronically, whether by facsimile, electronic mail (e-mailShares), PDF or otherwise, shall constitute an original of such letter hereunder. (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 income collected on the Property the amount necessary to cover any tax obligation owed by the Company. (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) The Trustee shall, only after and promptly after receipt of, Also by delivery of Exhibit C and only in accordance with, the terms of a letter, in a form substantially similar to that attached hereto as Exhibit E, signed on behalf of if the Company by an executive officer and in accordance with the written instruction of the Company, disburse elects to the 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 seek a shareholder vote in connection with the Extension Amendment and Business 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 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 pro rata per share amount held in the Trust Amendment and Account; provided, however, in no event shall the Trustee release funds to repurchase in excess of 1,050,000 Ordinary Shares (B) tendered their stock certificate(s) 1,207,500 if the over-allotment option of the IPO is exercised in accordance with full or such other amount provided to the provisions set forth in Trustee if the proxy statement for the Stockholder Meeting, the amount indicated by the Company as required over-allotment option is partially exercised but not to pay such Public Stockholders. For the purposes of clarity, any transmission of such letter electronically, whether by facsimile, electronic mail (e-mailexceed 1,207,500 Ordinary Shares), PDF or otherwise, shall constitute an original of such letter hereunder. (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 collected earned on the Property Trust Account requested by the amount necessary Company to cover any tax obligation owed by the Company.Company and up to $100,000 to pay Working Capital Expenses; (b) The Company may withdraw funds Upon written request from the Trust Account for working capital purposes by delivery of Exhibit C to Company following the Trustee. The distributions referred to herein shall Last Date, which may be made only from income collected on the Property. (c) The Trustee shall, only after and promptly after receipt of, and only in accordance with, the terms of a letter, given in a form substantially similar to that attached hereto as Exhibit ED, signed on behalf of the Company by an executive officer and in accordance with the written instruction its Chief Executive Officer, Chief Financial Officer, or one of the Company’s other executive officers, disburse the Trustee shall distribute to the Public Stockholders Company up to fifty Thousand Dollars ($50,000) of record as of interest income earned on the record date for the Stockholder Meeting pursuant to which the Trust Amendment Property and the Extension Amendment were approved who (A) elected to exercise their redemption rights in 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 requested by the Company as required 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 Public Stockholders. For the purposes of clarity, any transmission of such letter electronically, whether by facsimile, electronic mail (e-mail), PDF interest income or otherwise, shall constitute an original of such letter hereunderotherwise then due at that time. (dc) In no event shall The written requests of the payments authorized by Sections Company referenced above in 2(a) and 2(b) cause shall constitute presumptive evidence that the amount Company is entitled to said funds, and the Trustee shall have no responsibility to look beyond said request; (d) The limited distributions referred to in Section 2(a) and 2(b) above shall be made only from income collected on the Trust Account to fall below the amount initially deposited into the Trust AccountProperty. 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 CD, the Trustee shall distribute to the Company by wire transfer from the income collected on the Property Trust Account the amount necessary to cover any tax obligation owed by the CompanyCompany 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 may withdraw funds from into the Trust Account for working capital purposes by delivery that the Company has represented to be tax refund(s) of Exhibit C to the Trustee. The distributions referred to herein shall be made only from Company’s income collected on the Propertytax payments. (c) The Trustee shallUpon written request from the Company, only after and promptly after receipt of, and only in accordance with, the terms of a letter, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit E, signed on behalf of the Trustee shall distribute to the Company by an executive officer and in accordance with the written instruction of the Company, disburse to the Public Stockholders of record as of the record date for the Stockholder Meeting pursuant to which from the Trust Amendment and the Extension Amendment were approved who (A) elected to exercise their redemption rights in connection with the Extension Amendment and Account interest earned on the Trust Amendment and (B) tendered their stock certificate(s) in accordance with the provisions set forth in the proxy statement for the Stockholder MeetingAccount, the amount indicated by the Company as required net of taxes payable, up to pay such Public Stockholders. For the purposes a maximum of clarity, any transmission of such letter electronically, whether by facsimile, electronic mail (e-mail), PDF or otherwise, shall constitute an original of such letter hereunder$500,000. (d) In The limited distributions referred to in paragraphs 2(a), 2(b) and 2(c) above shall be made only from income collected on the Property, and 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 income collected on the Property the amount necessary to cover any tax obligation owed by the Company. (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) The Trustee shall, only after and promptly after receipt of, Also by delivery of Exhibit C and only in accordance with, the terms of a letter, in a form substantially similar to that attached hereto as Exhibit E, signed on behalf of if the Company by an executive officer and in accordance with the written instruction of the Company, disburse elects to the 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 seek a stockholder vote in connection with the Extension Amendment and Business Combination, the Company may request the release of funds necessary to repurchase up to fifteen percent (15%) of its Common 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 two trading days of the trade date. The Trustee shall pay to the Company such amount equal to: (x) the number of shares of Common Stock purchased (evidenced by the trade ticket) multiplied by (y) an amount not to exceed the pro rata per share amount held in the Trust Amendment and Account; provided, however, in no event shall the Trustee release funds to repurchase in excess of 1,125,000 shares of Common Stock (B) tendered their stock certificate(s) 1,293,750 if the over-allotment option of the IPO is exercised in accordance with full or such other amount provided to the provisions set forth in Trustee if the proxy statement for the Stockholder Meeting, the amount indicated by the Company as required over-allotment option is partially exercised but not to pay such Public Stockholders. For the purposes exceed 1,293,750 shares of clarity, any transmission of such letter electronically, whether by facsimile, electronic mail (e-mailCommon Stock), PDF or otherwise, shall constitute an original of such letter hereunder. (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 collected earned on the Property and requested by the amount necessary Company to cover any tax obligation owed by the Company. (b) The Company may withdraw funds from as a result of assets of the Trust Account Company or interest or other income earned on the Property, or for working capital purposes by delivery of Exhibit C to the Trustee. The distributions referred to herein purposes, which amount shall be made only from income collected on the Property. (c) 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 delivered directly to that attached hereto as Exhibit E, signed on behalf of the Company by an executive officer and in accordance with electronic funds transfer or other method of prompt payment, and, if applicable, the written instruction of the Company, disburse Company shall forward such payment to the Public Stockholders of record as of relevant taxing authority; provided, however, that to 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 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 Public Stockholders. For the purposes of clarity, any transmission of such letter electronically, whether by facsimile, electronic mail (e-mail), PDF or otherwise, shall constitute an original of such letter hereunder. (d) In no event shall the payments authorized by Sections 2(a) and 2(b) cause the amount extent there is not sufficient cash in the Trust Account to fall below 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 initially deposited into in the Trust Account. Except as provided ; provided, however, 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 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 Sections 2(a), 2(b) and 2(c) above, no other distributions excess of interest income earned on the Property shall not be payable from the Trust Account shall be permitted except in accordance with Section 1(i) hereof. (e) Account). 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 income collected on the Property the amount necessary to cover any tax obligation owed by the Company. (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) The Trustee shall, only after and promptly after receipt of, By delivery of Exhibit C and only in accordance with, the terms of a letter, in a form substantially similar to that attached hereto as Exhibit E, signed on behalf of if the Company by an executive officer and in accordance with the written instruction of the Company, disburse elects to the 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 seek a shareholder vote in connection with the Extension Amendment and Business 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 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 pro rata per share amount held in the Trust Amendment and Account; provided, however, in no event shall the Trustee release funds to repurchase in excess of 600,000 Ordinary Shares (B) tendered their stock certificate(s) 690,000 if the over-allotment option of the IPO is exercised in accordance with full or such other amount provided to the provisions set forth in Trustee if the proxy statement for the Stockholder Meeting, the amount indicated by the Company as required over-allotment option is partially exercised but not to pay such Public Stockholders. For the purposes of clarity, any transmission of such letter electronically, whether by facsimile, electronic mail (e-mailexceed 690,000 Ordinary Shares), PDF or otherwise, shall constitute an original of such letter hereunder. (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 CE (a “Tax Payment Withdrawal Instruction”), the Trustee shall withdraw from the Trust Account and distribute to the Company by wire transfer from the income collected amount of interest earned on the Property requested by the amount necessary Company to cover any tax obligation owed by the Company. (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 , which amount shall be made only from income collected on the Property. (c) 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 delivered directly to that attached hereto as Exhibit E, signed on behalf of the Company by an executive officer electronic funds transfer or other method of prompt payment, and in accordance with the written instruction of the Company, disburse Company shall forward such payment to the Public Stockholders of record as of relevant taxing authority; provided, however, that to 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 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 Public Stockholders. For the purposes of clarity, any transmission of such letter electronically, whether by facsimile, electronic mail (e-mail), PDF or otherwise, shall constitute an original of such letter hereunder. (d) In no event shall the payments authorized by Sections 2(a) and 2(b) cause the amount extent there is not sufficient cash in the Trust Account to fall below 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 into in the Trust Account. Except as provided ; provided, further, 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 franchise tax xxxx from the State of Delaware for the Company and a written statement from the Chief Financial Officer of the Company setting forth the actual amount payable (it being acknowledged and agreed that any such amount in Sections 2(a), 2(b) and 2(c) above, no other distributions excess of interest income earned on the Property shall not be payable from the Trust Account shall be permitted except in accordance with Section 1(i) hereof. (e) Account). 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) or 1(j) hereof.

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 income collected amount of interest earned on the Property requested by the amount necessary Company to cover any tax obligation owed by the CompanyCompany as 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 by delivery of Exhibit C to the Trustee. The distributions referred to herein shall Company, which may be made only from income collected on the Property. (c) The Trustee shall, only after and promptly after receipt of, and only in accordance with, the terms of a letter, given in a form substantially similar to that attached hereto as Exhibit ED, signed on behalf of the Company by an executive officer and in accordance with the written instruction one of the Company’s executive officers, disburse the Trustee shall distribute to the Public Stockholders Company up to $100,000 of record as of interest income earned on the record date for the Stockholder Meeting pursuant to which the Trust Amendment Property and the Extension Amendment were approved who (A) elected to exercise their redemption rights in 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 requested by the Company as required 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 Public Stockholdersinterest income or otherwise then due at that time. For The written request of the purposes of clarity, any transmission of such letter electronically, whether by facsimile, electronic mail (e-mail), PDF or otherwise, Company referenced above shall constitute an original of such letter hereunderpresumptive evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility to look beyond said request. (dc) 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 in the Trust Account to fall below the amount initially deposited into the Trust AccountProperty. 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 amount of interest income collected earned on the Property and requested by the amount necessary Company to cover any tax obligation owed by the Company. (b) The Company may withdraw funds from as a result of assets of 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 Company or interest or other income collected earned on the Property. (c) 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 which amount shall be delivered directly to that attached hereto as Exhibit E, signed on behalf of the Company by an executive officer electronic funds transfer or other method of prompt payment, and in accordance with the written instruction of the Company, disburse Company shall forward such payment to the Public Stockholders of record as of relevant taxing authority; provided, however, that to 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 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 Public Stockholders. For the purposes of clarity, any transmission of such letter electronically, whether by facsimile, electronic mail (e-mail), PDF or otherwise, shall constitute an original of such letter hereunder. (d) In no event shall the payments authorized by Sections 2(a) and 2(b) cause the amount extent there is not sufficient cash in the Trust Account to fall below 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 initially deposited into in the Trust Account. Except as provided ; provided, however, 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 franchise tax bxxx 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 Sections 2(a), 2(b) and 2(c) above, no other distributions excess of interest income earned on the Property shall not be payable from the Trust Account shall be permitted except in accordance with Section 1(i) hereof. (e) Account). 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 amount of interest income collected earned on the Property and requested by the amount necessary Company to cover any tax obligation owed by the Company. (b) The Company may withdraw funds from as a result of assets of 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 Company or interest or other income collected earned on the Property. (c) 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 which amount shall be delivered directly to that attached hereto as Exhibit E, signed on behalf of the Company by an executive officer and in accordance with electronic funds transfer or other method of prompt payment, and, if applicable, the written instruction of the Company, disburse Company shall forward such payment to the Public Stockholders of record as of relevant taxing authority; provided, however, that to 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 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 Public Stockholders. For the purposes of clarity, any transmission of such letter electronically, whether by facsimile, electronic mail (e-mail), PDF or otherwise, shall constitute an original of such letter hereunder. (d) In no event shall the payments authorized by Sections 2(a) and 2(b) cause the amount extent there is not sufficient cash in the Trust Account to fall below 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 initially deposited into in the Trust Account. Except as provided ; provided, however, 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 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 Sections 2(a), 2(b) and 2(c) above, no other distributions excess of interest income earned on the Property shall not be payable from the Trust Account shall be permitted except in accordance with Section 1(i) hereof. (e) Account). 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 income collected on the Property Trust Account the amount necessary to cover any tax obligation owed by the CompanyCompany 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 working capital purposes by delivery of Exhibit C to the Trustee. The distributions referred to herein Company, which shall be made only given from income collected on the Property. (c) The Trustee shall, only after and promptly after receipt of, and only in accordance with, the terms of a letter, time to time in a form substantially similar to that attached hereto as Exhibit ED, signed 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 requirements; provided, however, that the Company will not be allowed to withdraw interest income earned on behalf 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 the Company by an executive officer and in accordance with referenced above shall constitute presumptive evidence that the written instruction of the CompanyCompany is entitled to said funds, disburse to the 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 Trustee has no responsibility to exercise their redemption rights in 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 Public Stockholders. For the purposes of clarity, any transmission of such letter electronically, whether by facsimile, electronic mail (e-mail), PDF or otherwise, shall constitute an original of such letter hereunderlook beyond said request. (dc) In The limited distributions referred to in paragraph 2(a) above shall be made only from income collected on the Property, and 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 income collected on the Property the amount necessary to cover any tax obligation owed by the Company. (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) The Trustee shall, only after and promptly after receipt of, Also by delivery of Exhibit C and only in accordance with, the terms of a letter, in a form substantially similar to that attached hereto as Exhibit E, signed on behalf of if the Company by an executive officer and in accordance with the written instruction of the Company, disburse elects to the 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 seek a stockholder vote in connection with the Extension Amendment and Business Combination, the Company may request the release of funds necessary to repurchase up to fifteen percent (15%) of the 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 two trading days of the trade date. The Trustee shall pay to the Company such amount equal to: (x) the number of shares of Common Stock purchased (evidenced by the trade ticket) multiplied by (y) an amount not to exceed the pro rata per share amount held in the Trust Amendment and Account; provided, however, in no event shall the Trustee release funds to repurchase in excess of 1,500,000 shares of Common Stock (B) tendered their stock certificate(s) 1,725,000 if the over-allotment option of the IPO is exercised in accordance with full or such other amount provided to the provisions set forth in Trustee if the proxy statement for the Stockholder Meeting, the amount indicated by the Company as required over-allotment option is partially exercised but not to pay such Public Stockholders. For the purposes exceed 1,725,000 shares of clarity, any transmission of such letter electronically, whether by facsimile, electronic mail (e-mailCommon Stock), PDF or otherwise, shall constitute an original of such letter hereunder. (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 income collected on the Property Trust Account the amount necessary to cover any income or franchise tax obligation owed by the CompanyCompany 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) 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 Exhibit ED, signed on behalf of the Company by an executive officer and in accordance with the written instruction of the Company, disburse to the 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 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 Public Stockholders. For the purposes of clarity, any transmission of such letter electronically, whether by facsimile, electronic mail (e-mail), PDF or otherwise, shall constitute an original of such letter hereunder. (de) 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 Exhibit E, signed on behalf of the Company by an executive officer and in accordance with the written instruction of the Company, disburse to the Public Stockholders of record as of the Second Redemption Date who (A) elected to exercise their redemption rights in connection with the Second Redemption and (B) tendered their stock certificate(s) in accordance with the provisions set forth in the tender offer or other documents mailed to the Public Stockholders in connection with the Second Redemption, the amount indicated by the Company as required to pay such Public Stockholders. For the purposes of clarity, any transmission of such letter electronically, whether by facsimile, electronic mail (e-mail), PDF or otherwise, shall constitute an original of such letter hereunder. (f) 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(d) and 2(c2(e) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof. (eg) 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 income collected on the Property Trust Account the amount necessary to cover any income or franchise tax obligation owed by the CompanyCompany 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) 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 Exhibit ED, signed on behalf of the Company by an executive officer and in accordance with the written instruction of the Company, disburse to the 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 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 Public Stockholders. For the purposes of clarity, any transmission of such letter electronically, whether by facsimile, electronic mail (e-mail), PDF or otherwise, shall constitute an original of such 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 CD, the Trustee shall distribute to the Company by wire transfer from the amount of interest income collected earned on the Property Trust Account requested by the amount necessary Company to cover any income or other tax obligation owed by the CompanyCompany as a result of such interest income. (b) The Company may withdraw funds Upon written request from the Trust Account for working capital purposes by delivery of Exhibit C to Company following the Trustee. The distributions referred to herein shall Last Date, which may be made only from income collected on the Property. (c) The Trustee shall, only after and promptly after receipt of, and only in accordance with, the terms of a letter, given in a form substantially similar to that attached hereto as Exhibit ED, signed on behalf of the Company by an executive officer its Chairman, President, Chief Executive Officer, or Executive Vice President and in accordance with Chief Financial Officer, Secretary, or Assistant Secretary, the written instruction of the Company, disburse Trustee shall distribute to the Public Stockholders Company up to $150,000 of record as of interest income earned on the record date for the Stockholder Meeting pursuant to which the Trust Amendment Property and the Extension Amendment were approved who (A) elected to exercise their redemption rights in 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 requested by the Company as required to cover expenses directly related to the Company’s dissolution (i.e., only those expenses incurred after the Last Date attributable to the Company’s dissolution); 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 Public Stockholders. For the purposes of clarity, any transmission of such letter electronically, whether by facsimile, electronic mail (e-mail), PDF interest income or otherwise, shall constitute an original of such letter hereunderotherwise then due at that time. (dc) 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 in the Trust Account to fall below the amount initially deposited into the Trust AccountProperty. 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 Sections 1(i) or 1(j) hereof. (ed) The written request Company shall provide EarlyBirdCapital 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 CD, the Trustee shall distribute to the Company by wire transfer from the amount of interest income collected earned on the Property Trust Account requested by the amount necessary Company to cover any income or other tax obligation owed by the CompanyCompany as a result of such interest income. (b) The Company may withdraw funds Upon written request from the Trust Account for working capital purposes by delivery of Exhibit C to Company following the Trustee. The distributions referred to herein shall Last Date, which may be made only from income collected on the Property. (c) The Trustee shall, only after and promptly after receipt of, and only in accordance with, the terms of a letter, given in a form substantially similar to that attached hereto as Exhibit ED, signed on behalf of the Company by an executive officer its Chairman, President, Chief Executive Officer, or Executive Vice President and in accordance with Chief Financial Officer, Secretary, or Assistant Secretary, the written instruction of the Company, disburse Trustee shall distribute to the Public Stockholders Company up to $150,000 of record as of interest income earned on the record date for the Stockholder Meeting pursuant to which the Trust Amendment Property and the Extension Amendment were approved who (A) elected to exercise their redemption rights in 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 requested by the Company as required 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 Public Stockholders. For the purposes of clarity, any transmission of such letter electronically, whether by facsimile, electronic mail (e-mail), PDF interest income or otherwise, shall constitute an original of such letter hereunderotherwise then due at that time. (dc) 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 in the Trust Account to fall below the amount initially deposited into the Trust AccountProperty. 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 Sections 1(i) or 1(j) hereof. (ed) The written request Company shall provide EarlyBirdCapital 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 collected earned on the Property Trust Account requested by the amount necessary Company to cover any income or other tax obligation owed by the Company. (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 of Exhibit C requirements; provided, however, that the Company will not be allowed to the Trustee. The distributions referred to herein shall be made only from withdraw interest income collected earned on the PropertyTrust 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) 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 Exhibit E, signed on behalf of the Company by an executive officer and in accordance with the written instruction of the Company, disburse to the Public Stockholders Shareholders of record as of the record date for the Stockholder Shareholders Meeting pursuant to which the Trust Amendment and the Extension Amendment were approved who (A) elected to exercise their redemption rights in connection with the Extension Amendment and the Trust Amendment and (B) tendered their stock share certificate(s) in accordance with the provisions set forth in the proxy statement for the Stockholder Shareholders Meeting, the amount indicated by the Company as required to pay such Public StockholdersShareholders. For the purposes of clarity, any transmission of such letter electronically, whether by facsimile, electronic mail (e-mail), PDF or otherwise, shall constitute an original of such letter hereunder. (d) In no event shall the payments authorized by The limited distributions referred to in Sections 2(a), 2(b) and 2(b2(c) cause above shall be made only from income collected on the amount in the Trust Account to fall below the amount initially deposited into the Trust AccountProperty. 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 Company shall provide EBC 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 CD, the Trustee shall distribute to the Company by wire transfer from the income collected on the Property Trust Account the amount necessary to cover any tax obligation owed by the CompanyCompany 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; provided, however, that if the tax to be paid is a franchise tax, the written request by the Company shall be accompanied by a copy of the annual franchise tax xxxx from the State of Delaware and a statement of the principal financial officer of the Company setting forth the actual amount payable. 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 working capital purposes by delivery of Exhibit C to the Trustee. The distributions referred to herein Company, which shall be made only from income collected on the Property. (c) The Trustee shall, only after and promptly after receipt of, and only in accordance with, the terms of a letter, given in a form substantially similar to that attached hereto as Exhibit EC, signed on behalf of the Trustee shall distribute to the Company’s Public Stockholders, amounts deposited by the Company by an executive officer and in accordance with to the written instruction Trust Account that the Company has represented to be tax refund(s) of the Company, disburse to the 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 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 Public Stockholders. For the purposes of clarity, any transmission of such letter electronically, whether by facsimile, electronic mail (e-mail), PDF or otherwise, shall constitute an original of such letter hereunder’s income tax obligations. (dc) In The limited distributions referred to in paragraph 2(a) above shall be made only from income collected on the Property, and 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.; and (ed) The written request of In all cases, the Company referenced above shall constitute presumptive evidence promptly provide Xxxxxx 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 CD, the Trustee shall distribute to the Company by wire transfer from the income collected on the Property Trust Account the amount necessary to cover any tax obligation owed by the CompanyCompany 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; provided, however, that if the tax to be paid is a franchise tax, the written request by the Company shall be accompanied by a copy of the annual franchise tax bxxx from the State of Delaware and a statement of the principal financial officer of the Company setting forth the actual amount payable. 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 working capital purposes by delivery of Exhibit C to the Trustee. The distributions referred to herein Company, which shall be made only from income collected on the Property. (c) The Trustee shall, only after and promptly after receipt of, and only in accordance with, the terms of a letter, given in a form substantially similar to that attached hereto as Exhibit EC, signed on behalf of the Trustee shall distribute to the Company’s Public Stockholders, amounts deposited by the Company by an executive officer and in accordance with to the written instruction Trust Account that the Company has represented to be tax refund(s) of the Company, disburse to the 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 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 Public Stockholders. For the purposes of clarity, any transmission of such letter electronically, whether by facsimile, electronic mail (e-mail), PDF or otherwise, shall constitute an original of such letter hereunder’s income tax obligations. (dc) In The limited distributions referred to in paragraph 2(a) above shall be made only from income collected on the Property, and 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.; and (ed) 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 amount of interest income collected earned on the Property Trust Account requested by the amount necessary Company to cover any income or other tax obligation owed by the Company. (b) The Company may withdraw funds Upon written request from the Trust Account for working capital purposes by delivery of Exhibit C Company, which may be given from time to the Trustee. The distributions referred to herein shall be made only from income collected on the Property. (c) The Trustee shall, only after and promptly after receipt of, and only in accordance with, the terms of a letter, time in a form substantially similar to that attached hereto as Exhibit ED, signed on behalf of the Trustee shall distribute to the Company by an executive officer and in accordance with the written instruction amount of the Company, disburse to the Public Stockholders of record as of the record date for the Stockholder Meeting pursuant to which interest income earned on the Trust Amendment and the Extension Amendment were approved who (A) elected to exercise their redemption rights in 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 Account requested by the Company as required 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 an amount of interest income available in the Trust Account sufficient to pay the Company’s tax obligations on such Public Stockholders. For the purposes of clarity, any transmission of such letter electronically, whether by facsimile, electronic mail (e-mail), PDF interest income or otherwise, shall constitute an original of such letter hereunderotherwise then due at that time. (dc) 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(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 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 income collected on the Property the amount necessary requested by the Company to cover any income tax obligation owed by the Company. (b) The Company may withdraw funds Upon written request from the Trust Account for working capital purposes by delivery of Exhibit C Company, which may be given from time to the Trustee. The distributions referred to herein shall be made only from income collected on the Property. (c) The Trustee shall, only after and promptly after receipt of, and only in accordance with, the terms of a letter, time in a form substantially similar to that attached hereto as Exhibit ED, signed on behalf of 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 requirements; provided, however, that the Company will not be allowed to withdraw interest income earned on the Trust Account unless there is an executive officer and amount of interest income available in accordance with 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 instruction of request from the Company, disburse which may be given from time to time commencing after the Public Stockholders filing 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 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 a preliminary proxy statement for a proposed initial business combination and ending on the Stockholder Meetingdate immediately prior to the vote held to approve such initial business combination (provided the Company is seeking shareholder approval of such proposed business combination and not engaging in a tender offer), in a form substantially similar to that attached as Exhibit E, the amount indicated by Trustee shall distribute to the 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 required to pay such Public Stockholders. For the purposes of clarity, any transmission of such letter electronically, whether by facsimile, electronic mail (e-mail“Maximum Amount”)), PDF at prices (including commissions) not to exceed $10.00 per share or otherwise, shall constitute an original of $9.97 per share if the over-allotment option in the IPO is exercised in full (in either case such letter hereunderprice being referred to as the “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. (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.