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, 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) 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 in Sections 2(a) and 2(b) shall be made only from income collected on the Property. 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) and 2(b) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof. (d) 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 income collected on the Property 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 distributionCompany. (b) Subject to the limitations set forth in this Agreement, the 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 in Sections 2(a) and 2(b) 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(b2(c) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof. (de) 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 the Trustee shall distribute to the limitations set forth Company the amount of interest income earned on the Trust Account requested by the Company to cover any income or other tax obligation owed by the Company as a result of such interest income. (b) Upon written request from the Company, which may be given from time to time in this Agreementa form substantially similar to that attached hereto as Exhibit D, the Trustee shall distribute to the Company by wire transfer from the amount of interest income earned on the Trust Account the amount necessary to cover any income or franchise tax obligation owed requested by the Company andto 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 extent 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 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) 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 Trusteeinterest income. (c) The limited distributions referred to in Sections 2(a) and 2(b) above shall be made only from income collected on the Property. 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) ), and 2(b) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof. (d) The written request Company shall provide Chardan 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, 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) Subject to the limitations set forth in this Agreement, the 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 in Sections 2(a) and 2(b) herein shall be made only from income collected on the Property. . (c) 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) and 2(b) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof. (d) 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 the Trustee shall distribute to the limitations set forth Company the amount of interest income earned on the Trust Account requested by the Company to cover any income or other tax obligation owed by the Company. (b) Upon written request from the Company, which may be given from time to time in this Agreementa form substantially similar to that attached hereto as Exhibit D, the Trustee shall distribute to the Company by wire transfer from the amount of interest income earned on the Trust Account the amount necessary to cover any income or franchise tax obligation owed requested by the Company andto 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 extent 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 interest 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) 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 Trusteeotherwise then due at that time. (c) The limited distributions referred to in Sections 2(a) and 2(b) above shall be made only from income collected on the Property. 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) ), and 2(b) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof. (d) 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 C, and subject the Trustee shall distribute to the limitations set forth Company the amount of interest income earned on the Trust Account requested by the Company to cover any income or other tax obligation owed by the Company. (b) Upon written request from the Company, which may be given from time to time in this Agreementa form substantially similar to that attached hereto as Exhibit D, the Trustee shall distribute to the Company by wire transfer from the amount of interest income earned on the Trust Account the amount necessary to cover any income or franchise tax obligation owed requested by the Company andto 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 extent 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 interest 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) 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 Trusteeotherwise then due at that time. (c) The limited distributions referred to in Sections 2(a) and 2(b) above shall be made only from income collected on the Property. 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) ), and 2(b) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) and 1(j) hereof. (d) 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 C, and subject the Trustee shall distribute to the limitations set forth Company the amount of interest income earned on the Trust Account requested by the Company to cover any tax obligation owed by the Company. (b) Upon written request from the Company following the Last Date, which may be given in this Agreementa form substantially similar to that attached hereto as Exhibit D, signed on behalf of the Company by one of the Company’s executive officers, the Trustee shall distribute to the Company by wire transfer from up to Fifty Thousand Dollars ($50,000) of interest income earned on the Trust Account the amount necessary to cover any income or franchise tax obligation owed Property and requested by the Company and, to cover expenses directly related to the extent 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 is not are sufficient cash in the Trust Account funds available to pay the Company’s tax obligations on such interest 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) 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 Trusteeotherwise then due at that time. (c) The limited distributions referred to in Sections 2(a) and 2(b) above shall be made only from income collected on the Property. 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) and 2(b) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) or 1(j) hereof. (d) The written request Company shall provide Maxim 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, and subject the Trustee shall distribute to the limitations set forth Company the amount of interest income earned on the Trust Account requested by the Company to cover any income or other tax obligation owed by the Company as a result of such interest income. (b) Upon written request from the Company, which may be given in this Agreementconnection with the Company’s liquidation and dissolution in a form substantially similar to that attached hereto as Exhibit D, the Trustee shall distribute to the Company by wire transfer from the amount of interest income earned on the Trust Account the amount necessary to cover any income or franchise tax obligation owed requested by the Company andto cover such liquidation and dissolution expenses up to $50,000; provided, however, that the Company will not be allowed to withdraw interest income earned on the extent 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 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) 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 Trusteeinterest income. (c) The limited distributions referred to in Sections 2(a) and 2(b) above shall be made only from income collected on the Property. 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) ), and 2(b) above, no other distributions from the Trust Account shall be permitted except in accordance with Section Sections 1(i) or 1(j) hereof. (d) The written request Company shall provide EarlyBirdCapital 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, and subject the Trustee shall distribute to the limitations set forth Company the amount of interest income earned on the Trust Account requested by the Company to cover any tax obligation owed by the Company. (b) Upon written request from the Company following the Last Date, which may be given in this Agreementa form substantially similar to that attached hereto as Exhibit D, signed on behalf of the Company by one of the Company’s executive officers, the Trustee shall distribute to the Company by wire transfer from up to One Hundred Thousand Dollars ($100,000) of interest income earned on the Trust Account the amount necessary to cover any income or franchise tax obligation owed Property and requested by the Company and, to cover expenses directly related to the extent 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 is not are sufficient cash in the Trust Account funds available to pay the Company’s tax obligations on such interest 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) 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 Trusteeotherwise then due at that time. (c) The limited distributions referred to in Sections 2(a) and 2(b) above shall be made only from income collected on the Property. 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) and 2(b) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) or 1(j) hereof. (d) The written request Company shall provide I-Bankers 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, and subject the Trustee shall distribute to the limitations set forth Company the amount of interest income earned on the Trust Account requested by the Company to cover any income or other tax obligation owed by the Company. (b) Upon written request from the Company, which may be given from time to time in this Agreementa form substantially similar to that attached hereto as Exhibit D, the Trustee shall distribute to the Company by wire transfer from the amount of interest income earned on the Trust Account the amount necessary to cover any income or franchise tax obligation owed requested by the Company andto 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 extent 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 interest 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) 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 Trusteeotherwise then due at that time. (c) The limited distributions referred to in Sections 2(a) and 2(b) above shall be made only from income collected on the Property. 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) ), and 2(b) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof. (d) The written request Company shall provide CCM 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, and subject the Trustee shall distribute to the limitations set forth Company the amount of interest income earned on the Trust Account requested by the Company to cover any income or other tax obligation owed by the Company. (b) Upon written request from the Company, which may be given from time to time in this Agreementa form substantially similar to that attached hereto as Exhibit D, the Trustee shall distribute to the Company by wire transfer from the amount of interest income earned on the Trust Account the amount necessary to cover any income or franchise tax obligation owed requested by the Company andto 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 extent 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 interest 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) 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 Trusteeotherwise then due at that time. (c) The limited distributions referred to in Sections 2(a) and 2(b) above shall be made only from income collected on the Property. 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) ), and 2(b) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof. (d) 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 C, and subject the Trustee shall distribute to the limitations set forth Company the amount of interest income earned on the Trust Account requested by the Company to cover any income or other tax obligation owed by the Company as a result of such interest income. (b) Upon written request from the Company, which may be given from time to time in this Agreementa form substantially similar to that attached hereto as Exhibit D, the Trustee shall distribute to the Company by wire transfer from the amount of interest income earned on the Trust Account the amount necessary to cover any income or franchise tax obligation owed requested by the Company andto 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 extent 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 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) 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 Trusteeinterest income. (c) The limited distributions referred to in Sections 2(a) and 2(b) above shall be made only from income collected on the Property. 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) ), and 2(b) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof. (d) The written request Company shall provide EarlyBirdCapital 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, and subject the Trustee shall distribute to the limitations set forth Company the amount of interest income earned on the Property and requested by the Company to cover any income or other tax obligation owed by the Company; (b) Upon written request from the Company following the Last Date, which may be given in this Agreementa form substantially similar to that attached hereto as Exhibit D, the Trustee shall distribute to the Company by wire transfer from the Trust Account the amount necessary to cover any of interest income or franchise tax obligation owed earned on the Property and requested by the Company and, to cover expenses related to the extent Company’s working capital requirements; provided, however, that the aggregate amount of all such distributions in any year shall not exceed $750,000 and the Company will not be allowed to withdraw interest income earned on the trust account unless there is not are sufficient cash in the Trust Account funds available to pay the Company’s tax obligations on such interest 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) 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.otherwise then due at that time; and (c) The limited distributions referred to in Sections 2(a) and 2(b) above shall be made only from income collected on the Property. 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) and 2(b) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof. (d) 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, and subject the Trustee shall distribute to the limitations set forth Company the amount of interest income earned on the Property and requested by the Company to cover any income or other tax obligation owed by the Company; (b) Upon written request from the Company, which may be given from time to time in this Agreementa form substantially similar to that attached hereto as Exhibit D, the Trustee shall distribute to the Company by wire transfer from the amount of interest income earned on the Trust Account the amount necessary to cover any income or franchise tax obligation owed requested by the Company andto 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 extent 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 interest 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) 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.otherwise then due at that time; and (c) The limited distributions referred to in Sections 2(a) and 2(b) above shall be made only from income collected on the Property. 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) and 2(b) above, no other distributions from the Trust Account shall be permitted except in accordance with Section Sections 1(i) and 1(j) hereof. (d) The written request of In all cases, the Company referenced above shall constitute presumptive evidence provide the Representative 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, 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 of interest income earned on the Property and requested by the Company 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.Company; (b) Subject Upon written request from the Company following the Last Date, which may be given in a form substantially similar to that attached hereto as Exhibit D, the Trustee shall distribute to the limitations set forth in this Agreement, Company the amount of interest income earned on the Property and requested by the Company may withdraw funds from the Trust Account for working capital purposes by delivery of Exhibit C to cover expenses related to the Trustee.Company’s liquidation; provided, however, that the aggregate amount of all such distributions shall not exceed $100,000 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 in Sections 2(a) and 2(b) above shall be made only from income collected on the Property. 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) and 2(b) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof. (d) The written request of In all cases, the Company referenced above shall constitute presumptive evidence provide the Representative 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 at the same time as 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, and subject the Trustee shall distribute to the limitations set forth Company the amount of interest income earned on the Trust Account requested by the Company to cover any income or other tax obligation owed by the Company as a result of such interest income. (b) Upon written request from the Company, which may be given from time to time in this Agreementa form substantially similar to that attached hereto as Exhibit D, the Trustee shall distribute to the Company by wire transfer from the amount of interest income earned on the Trust Account the amount necessary to cover any income or franchise tax obligation owed requested by the Company andto 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 extent 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 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) 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 Trusteeinterest income. (c) The limited distributions referred to in Sections 2(a) and 2(b) above shall be made only from income collected on the Property. 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) ), and 2(b) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof. (d) The written request Company shall provide Cantor Xxxxxxxxxx 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, and subject the Trustee shall distribute to the limitations set forth Company the amount of interest income earned on the Property and requested by the Company to cover any income or other tax obligation owed by the Company; (b) Upon written request from the Company following the Last Date, which may be given in this Agreementa form substantially similar to that attached hereto as Exhibit D, the Trustee shall distribute to the Company by wire transfer from the Trust Account the amount necessary to cover any of interest income or franchise tax obligation owed earned on the Property and requested by the Company and, to cover expenses related to the extent Company’s liquidation; provided, however, that the aggregate amount of all such distributions shall not exceed $100,000 and the Company will not be allowed to withdraw interest income earned on the trust account unless there is not are sufficient cash in the Trust Account funds available to pay the Company’s tax obligations on such interest 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) 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.otherwise then due at that time; and (c) The limited distributions referred to in Sections 2(a) and 2(b) above shall be made only from income collected on the Property. 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) and 2(b) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof. (d) 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, 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 of interest income earned on the Property and requested by the Company to cover any income or franchise tax obligation owed by the Company andand for working capital purposes; provided, however, that the aggregate amount of all such distributions for working capital purposes, together with amounts released pursuant to the extent there is Section 2(b), shall 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.exceed $600,000; (b) Subject Upon written request from the 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 two of the Company’s executive officers, the Trustee shall distribute to the limitations set forth in this Agreement, Company the amount of interest income earned on the Property and requested by the Company may to cover expenses related to the Company’s liquidation; provided, however, that the Company will not be allowed to withdraw funds from interest income earned on the Trust Account trust account for working capital purposes by delivery of Exhibit C pursuant to Section 2(a) or otherwise pursuant to this Section 2(b) unless there are sufficient funds available to pay the Trustee.Company’s tax obligations on such interest income or otherwise then due at that time; and (c) The limited distributions referred to in Sections 2(a) and 2(b) above shall be made only from income collected on the Property. 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) and 2(b) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) and 1(j) hereof. (d) The written request of In all cases, the Company referenced above shall constitute presumptive evidence provide the Representative 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 at the same time as 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, and subject to the limitations set forth in this AgreementD, 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.; 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; (b) 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 limited distributions referred to in Sections paragraph 2(a) and 2(b) above shall be made only from income collected on the Property. In , and 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 paragraph 2(a) and 2(b) above, no other distributions from the Trust Account shall be permitted except in accordance with Section paragraph 1(i) hereof.; and (dc) 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.