Common use of Limited Distributions of Income on Property Clause in Contracts

Limited Distributions of Income on Property. (a) Upon receipt by the Trustee of an Officer’s Certificate signed by the Chief Executive Officer and Chief Operating Officer of the Company certifying as true, accurate and complete a copy of any tax return required to be filed on behalf of the Trust Account in respect of income earned on the Property held therein, the Trustee shall deliver to the Company for submission to the appropriate taxing authority a check made payable to the order of such taxing authority in the amount required to pay such taxes; provided, however, that in no event shall the aggregate amount of all checks issued to taxing authorities pursuant to this Section 2(a) exceed the income in respect of which such taxes are due and owing. (b) On the last day of each month commencing __________, 2006 prior to the LOI Termination Date (or, if applicable, the Second Termination Date), the Trustee shall pay to PIRAC, out of the interest earned on the Trust Account, an amount equal to $46,666.66 ($46,666.78 in the case of the last such payment) (representing 1/18th of the Loan Proceeds), plus accrued interest on the unpaid principal balance of the Loan Proceeds at the rate of 4% per annum, until the full amount of the Loan Proceeds, plus accrued interest thereon as aforesaid, shall be repaid to PIRAC. (c) Upon one or more written requests from the Company, which may be given not more than once in any calendar month period, the Trustee shall distribute to the Company interest earned on the Trust Account, net of taxes payable, up to a maximum of $1,500,000 (or $1,700,000, if the underwriters’ over-allotment option is exercised in full). The distributions requested by the Company may be for any amount, provided that (i) in the aggregate, all distributions under this Section 2(c) may not exceed $1,500,000 (or $1,700,000, if the Underwriters’ over-allotment option is exercised in full), and (ii) such distributions may only be made (x) if and to the extent that interest has been earned on the amount initially deposited into the Trust Account and (y) if all payments due to PIRAC up to the time of such distribution have been made. (d) Except as provided in Sections 1(i), 1(j), 2(a), 2(b) and 2(c) above, no other distributions from the Trust Account shall be permitted.

Limited Distributions of Income on Property. (a) Upon receipt by the Trustee of an Officer’s Officers’ Certificate signed by the Chief Executive Officer and Chief Operating Financial Officer of the Company certifying as true, accurate and complete a copy of any tax return required to be filed on behalf of the Trust Account in respect of income earned on the Property held therein, the Trustee shall deliver to the Company for submission to the appropriate taxing authority a check made payable to the order of such taxing authority in the amount required to pay such taxes; provided, however, that in no event shall the aggregate amount of all checks issued to taxing authorities pursuant to this Section 2(a) exceed the income in respect of which such taxes are due and owing. (b) On the last day of each month commencing __________, 2006 prior to the LOI Termination Date (or, if applicable, the Second Termination Date), the Trustee shall pay to PIRAC, out of the interest earned on the Trust Account, an amount equal to $46,666.66 ($46,666.78 in the case of the last such payment) (representing 1/18th of the Loan Proceeds), plus accrued interest on the unpaid principal balance of the Loan Proceeds at the rate of 4% per annum, until the full amount of the Loan Proceeds, plus accrued interest thereon as aforesaid, shall be repaid to PIRAC. (c) Upon one or more written requests from the Company, which may be given not more than once in any calendar month period, the Trustee shall distribute to the Company interest earned on the Trust Account, net of taxes payable, up to a maximum of $1,500,000 600,000 (or $1,700,000800,000, if the underwritersUnderwriters’ over-allotment option is exercised in full). The distributions requested by the Company may be for any amount, provided that (i) in the aggregate, all distributions under this Section 2(c) may not exceed $1,500,000 600,000 (or $1,700,000800,000, if the Underwriters’ over-allotment option is exercised in full), and (ii) such distributions may only be made (x) if and to the extent that interest has been earned on the amount initially deposited into the Trust Account. (c) Upon receipt by the Trustee of a written instruction from the Company for distributions from the Trust Account in connection with a plan of dissolution and distribution, accompanied by an Officers’ Certificate signed by the Chief Executive Officer and Chief Financial Officer of the Company certifying as true, accurate and complete (i) a statement of the amount of actual expenses incurred or, where known with reasonable certainty, imminently to be incurred by the Company in connection with its dissolution and distribution, including any fees and expenses incurred or imminently to be incurred by the Company in connection with seeking stockholder approval of the Company’s plan of dissolution and distribution, (ii) any amounts due to pay creditors or required to reserve for payment to creditors, and (yiii) if all payments due the sum of (i) and (ii), the Trustee shall distribute to PIRAC the Company an amount, as directed by the Company in the instruction letter, up to the time sum of such distribution have been made(i) and (ii) as indicated in the instruction letter. (d) Except as provided in Sections 1(i), 1(j), 2(a), 2(b), 2(c) and 2(c2(d) above, no other distributions from the Trust Account shall be permitted.

Limited Distributions of Income on Property. (a) If there is any federal, state or local income tax obligation relating to the income of the Company (including Property of the Trust Account), then, at the written instruction of the Company, the Trustee shall disburse to the Company by wire transfer, out of the Property in the Trust Account, the amount indicated by the Company as required to pay income taxes; and (b) The Trustee shall distribute to the Company on a monthly basis an amount equal to one-half of the income collected on the Property [prior to the payment of any amounts set forth in Section 2(a)] through the last day of the immediately preceding month; provided that the total amount of income that may be distributed pursuant to this Section 2(b) is $1,200,000 and provided further that to the extent that the aggregate sum of the distributions exceeds $900,000, the Company shall provide the Trustee with an authorization letter from Wachovia Bank prior to the Trustee making any further distribution to the Company. The first such distribution shall be for the period ending on [_____], 2006. (c) Upon receipt by the Trustee of a written request from the Company for distributions from the Trust Account in connection with a plan of dissolution and distribution, accompanied by an Officer’s Officers Certificate signed by the Chief Executive Officer and Chief Operating Financial Officer of the Company certifying as true, accurate and complete (i) a copy statement of the amount of actual expenses incurred or, where known with reasonable certainty, imminently to be incurred by the Company in connection with its dissolution and distribution, including any tax return fees and expenses incurred or imminently to be incurred by the Company in connection with seeking stockholder approval of the Company’s plan of dissolution and distribution, and (ii) any amounts due to pay creditors or required to be filed on behalf of reserve for payment to creditors, the Trust Account in respect of Trustee shall distribute the requested amount to the Company from any income earned on the Property held therein, through the Trustee shall deliver to last day of the Company for submission to month immediately preceding the appropriate taxing authority a check made payable to date of receipt of the order of such taxing authority in the amount required to pay such taxesCompany’s written request; provided, however, that in no event shall the aggregate amount of all checks issued to taxing authorities any distribution pursuant to this Section 2(a2(c) exceed shall only be used to fund the income in respect of which such taxes are due and owing. (b) On the last day of each month commencing __________, 2006 prior to the LOI Termination Date (or, if applicable, the Second Termination Date), the Trustee shall pay to PIRAC, out of the interest earned on the Trust Account, an amount equal to $46,666.66 ($46,666.78 in the case of the last such payment) (representing 1/18th of the Loan Proceeds), plus accrued interest on the unpaid principal balance of the Loan Proceeds at the rate of 4% per annum, until the full amount of the Loan Proceeds, plus accrued interest thereon as aforesaid, shall actual expenses incurred or imminently to be repaid to PIRAC. (c) Upon one or more written requests from the Company, which may be given not more than once in any calendar month period, the Trustee shall distribute to the Company interest earned on the Trust Account, net of taxes payable, up to a maximum of $1,500,000 (or $1,700,000, if the underwriters’ over-allotment option is exercised in full). The distributions requested incurred by the Company may in connection with its dissolution and liquidation, including any fees and expenses incurred or imminently to be for any amount, provided that (i) incurred by the Company in connection with seeking stockholder approval of the aggregate, all distributions under this Section 2(c) may not exceed $1,500,000 (or $1,700,000, if the Underwriters’ over-allotment option is exercised in full), Company’s plan of dissolution and (ii) such distributions may only be made (x) if and to the extent that interest has been earned on the amount initially deposited into the Trust Account and (y) if all payments due to PIRAC up to the time of such distribution have been madeliquidation. (d) Except as provided in Sections 1(i), 1(j), 2(a), 2(b) and 2(c) above, no other distributions from the Trust Account shall be permittedpermitted except in accordance with Section 1(i) and (j) hereof.

Limited Distributions of Income on Property. (a) Upon receipt by If there is any income tax obligation relating to the Trustee of an Officer’s Certificate signed by income from the Chief Executive Officer and Chief Operating Officer Property in the Trust Account, or if there is any franchise or other tax obligation to which the Company is subject, then, at the written instruction of the Company certifying as true, accurate and complete a copy of any tax return required to be filed on behalf of the Trust Account in respect of income earned on the Property held thereinCompany, the Trustee shall deliver disburse to the Company for submission to or the appropriate taxing authority a Internal Revenue Service by wire transfer or check made payable to (as directed by the order Company in its instruction letter), out of such taxing authority the Property in the Trust Account, the amount indicated by the Company as required to pay such taxes; providedincome, howeverfranchise or other taxes and disburse to the Company by wire transfer out of the Property in the Trust Account, that in no event shall the aggregate amount of all checks issued to taxing authorities pursuant to this Section 2(a) exceed indicated by the income Company as owing in respect of which such taxes are due and owingtaxes. (b) On Upon written request from the last day Company containing certification that such distribution pursuant to this Section 2(b) shall only be used to fund the working capital requirements of each month commencing __________the Company and the costs related to identifying, 2006 prior to the LOI Termination Date (orresearching and acquiring a prospective target business, if applicableincluding, without limitation, the Second Termination Date)expenses incurred in connection with the Company’s dissolution, in each case as described in the Trustee shall pay to PIRAC, out prospectus that forms a part of the interest earned on the Trust Account, an amount equal to $46,666.66 ($46,666.78 in the case of the last such payment) (representing 1/18th of the Loan Proceeds), plus accrued interest on the unpaid principal balance of the Loan Proceeds at the rate of 4% per annum, until the full amount of the Loan Proceeds, plus accrued interest thereon as aforesaid, shall be repaid to PIRAC. (c) Upon one or more written requests from the Company, which may be given not more than once in any calendar month periodRegistration Statement, the Trustee shall distribute to the Company an amount equal to up to $3,000,000 of the interest earned on the Property in the Trust Account, net of taxes payable, up to a maximum through the last day of $1,500,000 (or $1,700,000, if the underwriters’ over-allotment option is exercised in full). The distributions requested by month immediately preceding the Company may be for any amount, date of receipt of the Company’s written request; provided that (i) at no time will the Trust Account contain an amount less than $9.83 per unit sold in the aggregate, all distributions under this Section 2(c) may not exceed $1,500,000 (or $1,700,000, if the Underwriters’ over-allotment option is exercised in full), IPO and (ii) such distributions may only no distribution from the Trust Account shall be made (x) if and such distribution would cause the Trust Account to fall below such amount. It is understood that the Trustee’s only responsibility under this section is to follow the instructions of the Company. However, to the extent that interest has been earned on the amount initially deposited into overallotment is exercised in full and funds held in the Trust Account and are less that $9.83 per share, the first $750,000 of interest earned on amounts held in the Trust Account (ynet of taxes payable) if all payments due will be used to PIRAC bring the amount held in trust up to an aggregate of $451,950,000 ($9.83 per share). (c) Upon receipt of the time of such distribution have been madeTermination Letter, the Trustee shall liquidate the Trust Account in accordance with Section 1(j). (d) Except as provided in Sections 1(i), 1(j), 2(a), 2(b) and 2(c) abovethis Section 2, no other distributions from the Trust Account shall be permitted.

Limited Distributions of Income on Property. (a) Upon receipt by the Trustee of an Officerofficer’s Certificate signed certificate executed by the Chief Executive Officer and the Chief Operating Financial Officer of the Company certifying as true, accurate and complete a copy of any tax return required to be filed on behalf of the Trust Account in respect of income earned on the Property held therein, the Trustee shall deliver to the Company for submission to the appropriate taxing authority a check made payable to the order of such taxing authority in the amount required to pay such taxes; provided, however, that in no event shall the aggregate amount of all checks issued to taxing authorities pursuant to this Section 2(a) exceed the income in respect of which such taxes are due and owing. (b) On the last day of each month commencing __________, 2006 prior to the LOI Termination Date (or, if applicable, the Second Termination Date), Upon receipt by the Trustee shall pay to PIRAC, out of an officer’s certificate executed by the Chief Executive Officer and Chief Financial Officer of the interest earned on Company certifying that such distribution pursuant to this Section 2(b) shall only be used to pay the Trust Account, an amount equal costs and expenses associated with the exercise of the Underwriters’ over-allotment option (in order to ensure that at all times there is a minimum of $46,666.66 ($46,666.78 10.00 per share held in the case of the last such payment) (representing 1/18th of the Loan Proceedstrust account), plus accrued interest on the unpaid principal balance of the Loan Proceeds at the rate of 4% per annum, until the full amount of the Loan Proceeds, plus accrued interest thereon as aforesaid, shall be repaid to PIRAC. (c) Upon one or more written requests from the Company, which may be given not more than once in any calendar month period, the Trustee shall distribute to the Company interest earned on the Trust Account, net of taxes payable, up to a maximum of $1,500,000 506,250 (or $1,700,000, if in proportion to the underwriters’ portion of the over-allotment option exercised by the Underwriters) of the interest income earned on the Base Deposit through the last day of the month immediately preceding the date of receipt of the Company’s written request pursuant to this Section 2(b). (c) Upon receipt by the Trustee of an executed Certificate for Quarterly Distributions, a form of which is exercised in full). The attached as Exhibit C hereto, the Trustee shall make quarterly distributions requested of the interest income earned on the Base Deposit (less any taxes payable by the Company may and exclusive of interest earned on the Contingent Discount) on a pro rata basis to the Public Shareholders of record on the last business day of each quarter until the earlier of the consummation of a Business Combination or the Company’s dissolution and liquidation; provided, however, the Company’s shareholders prior to the IPO shall not be for any amount, provided that (i) in entitled to such quarterly distributions with respect to their shares of Common Stock held prior to the aggregate, all distributions under this Section 2(c) may not exceed $1,500,000 (or $1,700,000, if IPO. In the event of the exercise of the Underwriters’ over-allotment option is exercised option, the first quarterly distribution pursuant to this Section 2(c) shall be reduced by up to a maximum of $506,250 (in full), and (ii) such distributions may only be made (x) if and proportion to the extent that interest has been earned on portion of the amount initially deposited into over-allotment option exercised) distributed in accordance with Section 2(b) hereof to replace the Trust Account costs and (y) if all payments due to PIRAC up to expenses associated with the time exercise of such distribution have been madethe Underwriters’ over-allotment option. (d) Upon receipt by the Trustee of the Termination Letter, accompanied by an officer’s certificate executed by the Chief Executive Officer and Chief Financial Officer of the Company certifying as true, accurate and complete: (i) a statement of the amount of actual expenses incurred or, where known with reasonable certainty, imminently to be incurred by the Company in connection with its dissolution and liquidation, including any fees and expenses incurred or imminently to be incurred by the Company in connection with its plan of dissolution and distribution, (ii) any amounts due to pay creditors or required to be reserved for payment to creditors, and (iii) the sum of (i) and (ii), the Trustee shall distribute to the Company an amount up to a maximum of the sum of (i) and (ii) as indicated in the officer’s certificate provided in accordance with this Section 2(d); provided, however, that any distribution pursuant to this Section 2(d) shall only be used to fund the amount of actual expenses incurred or imminently to be incurred by the Company in connection with its plan of dissolution and liquidation. (e) Except as provided in Sections 1(i), 1(j), 2(a), 2(b) and 2(c) abovethis Section 2, no other distributions from the Trust Account shall be permittedpermitted except in accordance with Sections 1(i) and 1(j) hereof. (f) It is acknowledged and agreed by the parties hereto that with respect to all requests for distributions to or on behalf of the Company pursuant to this Section 2 the Trustee’s only responsibility is to follow the instructions of the Company except as provided in Section 1(j).

Limited Distributions of Income on Property. (a) Upon receipt by If there is any income tax obligation relating to the Trustee of an Officer’s Certificate signed by income from the Chief Executive Officer and Chief Operating Officer Property in the Trust Account, then, at the written instruction of the Company certifying as true, accurate and complete a copy of any tax return required to be filed on behalf of the Trust Account in respect of income earned on the Property held thereinCompany, the Trustee shall deliver disburse to the Company for submission to or the appropriate taxing authority a Internal Revenue Service by wire transfer or check made payable to (as directed by the order Company in its instruction letter), out of such taxing authority the Property in the Trust Account, the amount indicated by the Company as required to pay such income taxes; provided, however, that in no event shall the aggregate amount of all checks issued to taxing authorities pursuant to this Section 2(a) exceed the income in respect of which such taxes are due and owing. (b) On Upon written request from the last day of each month commencing __________, 2006 prior Company containing certification that such distribution pursuant to this Section 2(b) shall only be used to fund the LOI Termination Date (or, if applicable, the Second Termination Date), the Trustee shall pay to PIRAC, out working capital requirements of the interest earned on Company and the Trust Accountcosts related to identifying, an amount equal to $46,666.66 ($46,666.78 researching and acquiring a prospective target businesses, in each case as described in the case prospectus that forms a part of the last such payment) (representing 1/18th of the Loan Proceeds), plus accrued interest on the unpaid principal balance of the Loan Proceeds at the rate of 4% per annum, until the full amount of the Loan Proceeds, plus accrued interest thereon as aforesaid, shall be repaid to PIRAC. (c) Upon one or more written requests from the Company, which may be given not more than once in any calendar month periodRegistration Statement, the Trustee shall distribute to the Company interest earned on the Trust Account, net of taxes payable, an amount equal to up to a maximum of $1,500,000 1,250,000 (or $1,700,000, if the underwriters’ over-allotment option is exercised in full). The distributions requested by the Company may be for any amount, provided that (i) in the aggregate, all distributions under this Section 2(c) may not exceed $1,500,000 (or $1,700,000, 1,380,000 if the Underwriters’ over-allotment option is exercised in full) of the income earned on the Base Deposit, net of taxes payable, through the last day of the month immediately preceding the date of receipt of the Company’s written request. (c) Upon the written instruction of the Company on every March 31, June 30, September 30, and December 31 prior to the LOI Termination Date (each such date a “Note Interest Payment Date”), the Trustee shall make a payment to the Note Payee of: (a) one-sixth of the Principal Amount, and (b) interest on the then remaining Principal Amount, of the Term Note accrued during the quarterly period ended on such date at a per annum rate of 4% during such quarterly period (all as calculated and specified in the instruction letter from the Company to the Trustee); provided, however, that the Company will not provide such instructions to the Trustee (i) if the first scheduled principal and interest payment represents a period less than one full quarterly period, (and such payment shall be deferred until the date of the next occurring Note Interest Payment Date), and (ii) such distributions may only be made (x) if and to until the extent that expiration of the first full quarter after the date on which the Company has drawn interest has been earned on the amount initially deposited into from the Trust Account aggregating to $[______] (all of such accrued interest being payable in the first quarter after such threshold has been reached). ( i ) Subject to the limitations and conditions set forth in paragraphs ( ii ) and ( iii ) of this Section 2(d), upon the written instruction of the Company upon either the consummation of a Business Combination or the LOI Termination Date (or, in the event the Company has executed a letter of intent prior to the LOI Termination Date but failed to consummate a Business Combination, the Second Termination Date), the Trustee shall deliver payment to the Note Payee in the amount of the then remaining Principal Amount of the Term Note, plus interest accrued thereon, since the date of the most recent prior Note Interest Payment Date, at a per annum rate of 4% since such Note Interest Payment Date (all as calculated and specified in the instruction letter from the Company to the Trustee). ( ii ) The Company shall not give the Trustee the instruction letter described in paragraph ( i ) of this Section 2(d) unless it has first delivered to the Trustee a Termination Letter in substantially the form attached hereto as Exhibit A or Exhibit B, notifying the Trustee that the Company has either consummated a Business Combination or adopted a stockholder-approved plan of dissolution and liquidation. ( iii ) The Company’s instruction letter to the Trustee shall provide that the Trustee may not make any payment of interest described in paragraph ( i ) of this Section 2(d) until after the Trustee has done the following (all in accordance with the written instructions provided to the Trustee by the Company): (A) in case a Business Combination has been consummated, distributed to each Public Stockholder that has exercised its right to redeem its IPO Shares as described in greater detail in the Registration Statement $8.00 for each IPO share redeemed by such stockholder; and (yB) if all payments in case of a dissolution and liquidation of the Company, distributed to each Public Stockholder at least $8.00 for each IPO Share held by such Public Stockholder. (e) Upon receipt by the Trustee of a written instruction from the Company for distributions from the Trust Account in connection with a plan of dissolution and distribution, accompanied by an Officers Certificate signed by the Chief Executive Officer and Chief Financial Officer of the Company certifying as true, accurate and complete (i) a statement of the amount of actual expenses incurred or, where known with reasonable certainty, imminently to be incurred by the Company in connection with its dissolution and distribution, including any fees and expenses incurred or imminently to be incurred by the Company in connection with seeking stockholder approval of the Company’s plan of dissolution and distribution, (ii) any amounts due to PIRAC pay creditors or required to reserve for payment to creditors, and (iii) the sum of (i) and (ii), the Trustee shall distribute to the Company an amount, as directed by the Company in the instruction letter, up to the time sum of such distribution have been made(i) and (ii) as indicated in the instruction letter. (df) Intentionally left blank. (g) Except as provided in Sections 1(i), 1(j), 2(a), 2(b) and 2(c) abovethis Section 2, no other distributions from the Trust Account shall be permittedpermitted except in accordance with Sections 1(i) and 3(j) hereof.

Limited Distributions of Income on Property. (a) Upon receipt by If there is any income tax obligation relating to the Trustee of an Officer’s Certificate signed by income from the Chief Executive Officer and Chief Operating Officer Property in the Trust Account, then, at the written instruction of the Company certifying as true, accurate and complete a copy of any tax return required to be filed on behalf of the Trust Account in respect of income earned on the Property held thereinCompany, the Trustee shall deliver disburse to the Company for submission to by wire transfer, out of the appropriate taxing authority a check made payable to the order of such taxing authority Property in the Trust Account, the amount indicated by the Company as required to pay such income taxes; provided, however, that in no event shall the aggregate amount of all checks issued to taxing authorities pursuant to this Section 2(a) exceed the income in respect of which such taxes are due and owing. (b) On the last day of each month commencing __________, 2006 prior to the LOI Termination Date (or, if applicable, the Second Termination Date), the Trustee shall pay to PIRAC, out of the interest earned on the Trust Account, an amount equal to $46,666.66 ($46,666.78 in the case of the last such payment) (representing 1/18th of the Loan Proceeds), plus accrued interest on the unpaid principal balance of the Loan Proceeds at the rate of 4% per annum, until the full amount of the Loan Proceeds, plus accrued interest thereon as aforesaid, shall be repaid to PIRAC. (c) Upon one or more written requests from the Company, which may be given not more than once in any calendar month period, the Trustee shall distribute to the Company interest or dividends earned on the Property in the Trust Account, net of taxes payable, up to a maximum of $1,500,000 600,000 (or $1,700,000800,000, if the underwritersUnderwriters’ over-allotment option is exercised in full). The distributions requested by the Company may be for any amount, provided that (i) in the aggregate, all distributions under this Section 2(c2(b) may not exceed $1,500,000 600,000 (or $1,700,000800,000, if the Underwriters’ over-allotment option is exercised in full), and (ii) such distributions may only be made (x) if and to the extent that interest income has been earned and collected on the amount initially deposited into the Trust Account. (c) Upon receipt by the Trustee of a written instruction from the Company for distributions from the Trust Account in connection with a plan of dissolution and distribution, accompanied by an Officers’ Certificate signed by the Chief Executive Officer and Chief Financial Officer of the Company certifying as true, accurate and complete (i) a statement of the amount of actual expenses incurred or, where known with reasonable certainty, imminently to be incurred by the Company in connection with its dissolution and distribution, including any fees and expenses incurred or imminently to be incurred by the Company in connection with seeking stockholder approval of the Company’s plan of dissolution and distribution, (ii) any amounts due to pay creditors or required to reserve for payment to creditors, and (yiii) if all payments due the sum of (i) and (ii), the Trustee shall distribute to PIRAC the Company an amount, as directed by the Company in the instruction letter, up to the time sum of such distribution have been made(i) and (ii) as indicated in the instruction letter. (d) Except as provided in Sections 1(i), 1(j), 2(a), 2(b) ), and 2(c) above, no other distributions from the Trust Account shall be permitted. (e) It is acknowledged and agreed by the parties hereto that with respect to all requests for distributions to or on behalf of the Company pursuant to this Section 2, paragraphs (a), (b) and (c), the Trustee’s only responsibility is to follow the instructions of the Company.

Limited Distributions of Income on Property. (a) Upon receipt by the Trustee of an Officer’s Officers’ Certificate signed by the Chief Executive Officer and Chief Operating Financial Officer of the Company certifying as true, accurate and complete a copy of any tax return required to be filed on behalf of the Trust Account in respect of income earned on the Property held therein, the Trustee shall deliver to the Company for submission to the appropriate taxing authority a check made payable to the order of such taxing authority in the amount required to pay such taxes; provided, however, that in no event shall the aggregate amount of all checks issued to taxing authorities pursuant to this Section 2(a) exceed the income in respect of which such taxes are due and owing. (b) On the last day of each month commencing __________[ ], 2006 prior to the LOI Termination Date (or, if applicable, the Second Termination Date), the Trustee shall pay to PIRACLotus Capital LLC, out of the interest earned on the Trust Account, an amount equal to $46,666.66 ($46,666.78 in the case of the last such payment) [ ] (representing 1/18th of the Loan Proceeds), plus accrued interest on the unpaid principal balance of the Loan Proceeds at the rate of 4% per annum, until the full amount of the Loan Proceeds, plus accrued interest thereon as aforesaid, shall be repaid to PIRACLotus Capital LLC. (c) Upon one or more written requests from the Company, which may be given not more than once in any calendar month period, the Trustee shall distribute to the Company interest earned on the Trust Account, net of taxes payable, up to a maximum of $1,500,000 600,000 (or $1,700,000800,000, if the underwritersUnderwriters’ over-allotment option is exercised in full). The distributions requested by the Company may be for any amount, provided that (i) in the aggregate, all distributions under this Section 2(c) may not exceed $1,500,000 600,000 (or $1,700,000800,000, if the Underwriters’ over-allotment option is exercised in full), and (ii) such distributions may only be made (x) if and to the extent that interest has been earned on the amount initially deposited into the Trust Account and (y) if all payments due to PIRAC up to the time of such distribution have been madeAccount. (d) Upon receipt by the Trustee of a written instruction from the Company for distributions from the Trust Account in connection with a plan of dissolution and distribution, accompanied by an Officers’ Certificate signed by the Chief Executive Officer and Chief Financial Officer of the Company certifying as true, accurate and complete (i) a statement of the amount of actual expenses incurred or, where known with reasonable certainty, imminently to be incurred by the Company in connection with its dissolution and distribution, including any fees and expenses incurred or imminently to be incurred by the Company in connection with seeking stockholder approval of the Company’s plan of dissolution and distribution, (ii) any amounts due to pay creditors or required to reserve for payment to creditors, and (iii) the sum of (i) and (ii), the Trustee shall distribute to the Company an amount, as directed by the Company in the instruction letter, up to the sum of (i) and (ii) as indicated in the instruction letter. (e) Except as provided in Sections 1(i), 1(j), 2(a), 2(b), 2(c) and 2(c2(d) above, no other distributions from the Trust Account shall be permitted.

Limited Distributions of Income on Property. (a) Upon receipt by the Trustee of an Officer’s Certificate signed by the Chief Executive Officer and Chief Operating Financial Officer of the Company certifying as true, accurate and complete a copy of any tax return required to be filed on behalf of the Trust Account in respect of income earned on the Property held therein, the Trustee shall deliver to the Company for submission to the appropriate taxing authority a check made payable to the order of such taxing authority in the amount required to pay such taxes; providedprovided , howeverhowever , that in no event shall the aggregate amount of all checks issued to taxing authorities pursuant to this Section 2(a) exceed the income in respect of which such taxes are due and owing. (b) On the last day of each month commencing __________, 2006 prior to the LOI Termination Date (or, if applicable, the Second Termination Date), the Trustee shall pay to PIRAC, out of the interest earned on the Trust Account, an amount equal to $46,666.66 ($46,666.78 in the case of the last such payment) (representing 1/18th of the Loan Proceeds), plus accrued interest on the unpaid principal balance of the Loan Proceeds at the rate of 4% per annum, until the full amount of the Loan Proceeds, plus accrued interest thereon as aforesaid, shall be repaid to PIRAC. (c) Upon one or more written requests request from the Company, which may be given not more than once in any calendar month period, the Trustee shall distribute to the Company interest earned on the Trust Account, net of taxes payable, an amount equal to up to a maximum of $1,500,000 3,363,000 (or $1,700,000, if the underwriters’ over-allotment option is exercised in full). The distributions requested by the Company may be for any amount, provided that (i) in the aggregate, all distributions under this Section 2(c) may not exceed $1,500,000 (or $1,700,000, 3,665,000 if the Underwriters’ over-allotment option is exercised in full), and (ii) such distributions may only be made (x) if and to of the extent that interest has been income earned on the amount initially deposited into Base Deposit, net of taxes payable, through the last day of the month immediately preceding the date of receipt of the Company’s written request; provided, however, that any distribution pursuant to this Section 2(b) shall only be used to fund the working capital requirements of the Company and the costs related to identifying, researching and acquiring a prospective target businesses, including $412,699 payable to Maxim as fees and expenses relating to the Placement, in each case as described in the prospectus that forms a part of the Registration Statement. (c) On every March 31, June 30, September 30, and December 31 prior to the LOI Termination Date (or, in the event the Company has executed a letter of intent prior to the LOI Termination Date but failed to consummate a Business Combination, the Second Termination Date; in either case, each such date a “Note Interest Payment Date”), the Trustee shall make payment to the Note Payee of interest on the Principal Amount of the Promissory Note accrued during the quarterly period ended on such date at a per annum rate equivalent to the per annum interest rate applied to funds held in the Trust Account and during such quarterly period; provided, however, that (yi) if all payments due to PIRAC up to the time of such distribution have been made. (d) Except as provided in Sections 1(i), 1(j), 2(a), 2(b) and 2(c) above, no other distributions from the Trust Account shall be permitted.first scheduled interest payment represents interest

Limited Distributions of Income on Property. (a) Upon receipt by If there is any income tax obligation relating to the Trustee of an Officer’s Certificate signed by income from the Chief Executive Officer and Chief Operating Officer Property in the Trust Account, then, at the written instruction of the Company certifying as true, accurate and complete a copy of any tax return required to be filed on behalf of the Trust Account in respect of income earned on the Property held thereinCompany, the Trustee shall deliver disburse to the Company for submission to the appropriate taxing authority a check made payable to the order of such taxing authority in the amount required to pay such taxes; provided, however, that in no event shall the aggregate amount of all checks issued to taxing authorities pursuant to this Section 2(a) exceed the income in respect of which such taxes are due and owing. (b) On the last day of each month commencing __________, 2006 prior to the LOI Termination Date (or, if applicable, the Second Termination Date), the Trustee shall pay to PIRACby wire transfer, out of the interest earned on Property in the Trust Account, an the amount equal indicated by the Company as required to $46,666.66 ($46,666.78 in the case of the last such payment) (representing 1/18th of the Loan Proceeds), plus accrued interest on the unpaid principal balance of the Loan Proceeds at the rate of 4% per annum, until the full amount of the Loan Proceeds, plus accrued interest thereon as aforesaid, shall be repaid to PIRAC. (c) pay income and franchise taxes. Upon one or more written requests from the Company, which may be given not more than once in any calendar month period, the Trustee shall distribute to the Company interest or dividends earned on the Property in the Trust Account, net of taxes payable, up to a maximum of $1,500,000 (or $1,700,0001,000,000; provided; however, if that in the underwriters’ event the over-allotment option is exercised in full, the Company shall be prohibited from receiving distributions of income earned on the amount deposited in the Trust Account until after the first $300,000 of income is earned on the amount deposited in the Trust Account (net of taxes payable). , which amount shall be added to the amount deposited in the Trust Account resulting in an amount of $10.00 for each share represented by certificates held by Public Stockholders. (b) The distributions requested by the Company may be for any amount, provided that (i) in the aggregate, all distributions under this Section 2(c2(b) may not exceed $1,500,000 (or $1,700,000, if the Underwriters’ over-allotment option is exercised in full)1,000,000, and (ii) such distributions may only be made (x) if and to the extent that interest income has been earned and collected on the amount initially deposited into the Trust Account. (c) Upon receipt by the Trustee of a written instruction from the Company for distributions from the Trust Account in connection with a plan of dissolution and distribution, accompanied by an Officers’ Certificate signed by the Chief Executive Officer and Chief Financial Officer of the Company certifying as true, accurate and complete (i) a statement of the amount of actual expenses incurred or, where known with reasonable certainty, imminently to be incurred by the Company in connection with its dissolution and distribution, including any fees and expenses incurred or imminently to be incurred by the Company in connection with seeking stockholder approval of the Company’s plan of dissolution and distribution, (ii) any amounts due to pay creditors or required to reserve for payment to creditors, and (yiii) if all payments due the sum of (i) and (ii), the Trustee shall distribute to PIRAC the Company an amount, as directed by the Company in the instruction letter, up to the time sum of such distribution have been made(i) and (ii) as indicated in the instruction letter. (d) Except as provided in Sections 1(i), 1(j), 2(a), 2(b) ), and 2(c) above, no other distributions from the Trust Account shall be permitted. (e) It is acknowledged and agreed by the parties hereto that with respect to all requests for distributions to or on behalf of the Company pursuant to this Section 2, paragraphs (a), (b) and (c), the Trustee’s only responsibility is to follow the instructions of the Company.

Limited Distributions of Income on Property. (a) Upon receipt by If there is any income tax obligation relating to the Trustee of an Officer’s Certificate signed by income from the Chief Executive Officer and Chief Operating Officer Property in the Trust Account, or if there is any franchise or other tax obligation to which the Company is subject, then, at the written instruction of the Company certifying as true, accurate and complete a copy of any tax return required to be filed on behalf of the Trust Account in respect of income earned on the Property held thereinCompany, the Trustee shall deliver disburse to the Company for submission to or the appropriate taxing authority a Internal Revenue Service by wire transfer or check made payable to (as directed by the order Company in its instruction letter), out of such taxing authority the Property in the Trust Account, the amount indicated by the Company as required to pay such taxes; providedincome, howeverfranchise or other taxes and disburse to the Company by wire transfer out of the Property in the Trust Account, that in no event shall the aggregate amount of all checks issued to taxing authorities pursuant to this Section 2(a) exceed indicated by the income Company as owing in respect of which such taxes are due and owingtaxes. (b) On Upon written request from the last day Company containing certification that such distribution pursuant to this Section 2(b) shall only be used to fund the working capital requirements of each month commencing __________the Company and the costs related to identifying, 2006 prior to the LOI Termination Date (orresearching and acquiring a prospective target business, if applicableincluding, without limitation, the Second Termination Date)expenses incurred in connection with the Company’s dissolution, in each case as described in the Trustee shall pay to PIRAC, out prospectus that forms a part of the interest earned on the Trust Account, an amount equal to $46,666.66 ($46,666.78 in the case of the last such payment) (representing 1/18th of the Loan Proceeds), plus accrued interest on the unpaid principal balance of the Loan Proceeds at the rate of 4% per annum, until the full amount of the Loan Proceeds, plus accrued interest thereon as aforesaid, shall be repaid to PIRAC. (c) Upon one or more written requests from the Company, which may be given not more than once in any calendar month periodRegistration Statement, the Trustee shall distribute to the Company an amount equal to up to $3,700,000 of the interest earned on the Property in the Trust Account, net of taxes payable, up to a maximum through the last day of $1,500,000 (or $1,700,000, if the underwriters’ over-allotment option is exercised in full). The distributions requested by month immediately preceding the Company may be for any amount, date of receipt of the Company’s written request; provided that (i) at no time will the Trust Account contain an amount less than $19.65 per unit sold in the aggregate, all distributions under this Section 2(c) may not exceed $1,500,000 (or $1,700,000, if the Underwriters’ over-allotment option is exercised in full), IPO and (ii) such distributions may only no distribution from the Trust Account shall be made (x) if and such distribution would cause the Trust Account to fall below such amount. It is understood that the Trustee’s only responsibility under this section is to follow the instructions of the Company. However, to the extent that interest has been earned on the amount initially deposited into overallotment is exercised in full and funds held in the Trust Account and are less that $19.65 per share, the first $1,687,500 of interest earned on amounts held in the Trust Account (ynet of taxes payable) if all payments due will be used to PIRAC bring the amount held in trust up to an aggregate of $564,937,500 ($19.65 per share). (c) Upon receipt of the time of such distribution have been madeTermination Letter, the Trustee shall liquidate the Trust Account in accordance with Section 1(j). (d) Except as provided in Sections 1(i), 1(j), 2(a), 2(b) and 2(c) abovethis Section 2, no other distributions from the Trust Account shall be permitted.

Limited Distributions of Income on Property. (a) Upon receipt by the Trustee of an Officer’s 's Certificate signed by the Chief Executive Officer and Chief Operating Management Officer of the Company certifying as true, accurate and complete a copy of of: (i) any tax return required to be filed on behalf of the Trust Account in respect of income earned on the Property held thereintherein and (ii) any State of Delaware franchise tax required to be paid by the Company, the Trustee shall deliver to the Company for submission to the appropriate taxing authority a check made payable to the order of such taxing authority in the amount required to pay such taxes; provided, however, that in no event shall the aggregate amount of all checks issued to taxing authorities pursuant to this Section 2(a) exceed the income in respect of which such taxes are due and owing. (b) On Upon the last day written request of each month commencing __________, 2006 the Company containing a certification by an authorized officer of the Company that such distribution pursuant to this Section 2(b) shall only be used to fund the repayment of up to $250,000 of an additional officer loan to be made on or prior to the LOI Termination Date closing of the Offering by Xxxxxx X. Xxxxxxxxx (or, if applicable, such loan to be repaid within 90 days of the Second Termination Date), closing of the Offering) the Trustee shall pay distribute to PIRAC, out of the interest earned on the Trust Account, Company an amount equal required to $46,666.66 ($46,666.78 repay such loan; provided, however, that in no event shall the case of the last such payment) (representing 1/18th of the Loan Proceeds), plus accrued interest on the unpaid principal balance of the Loan Proceeds at the rate of 4% per annum, until the full aggregate amount of the Loan Proceeds, plus accrued interest thereon as aforesaid, shall be repaid all such disbursements pursuant to PIRACthis Section 2(b) exceed $250,000. (c) Upon one or more the written requests from request of the CompanyCompany containing a certification by an authorized officer of the Company that such distribution pursuant to this Section 2(c) shall only be used to fund the working capital requirements of the Company and the costs related to identifying and researching a prospective target business, which may be given not more than once in any calendar month periodeach case as described in the Registration Statement, the Trustee shall distribute to the Company an amount equal to up to $1,825,000 ($1,925,000 if the Underwriters' Over-allotment Option is exercised in full) of the income earned on the Property, through the last day of the month (or, during the first month following the Effective Date, through the last day of the week) immediately preceding the date of receipt of the Company's written request. It is agreed that the first $125,000 of interest earned on the funds held in the Trust AccountAccount shall, net when earned, be immediately released to the Company to fund working capital requirements of taxes payable, up to a maximum of the Company (which amount shall be credited towards the $1,500,000 (1,825,000 or $1,700,0001,925,000 amounts referred to in this Section 2(b)). From and after the time that such $125,000 in Trust Account interest is earned, if the underwriters’ overOver-allotment option Option is exercised by the Underwriters, the Company shall be prohibited from drawing any amounts from the Trust Account as provided for hereunder until an additional $180,000 of interest shall have been earned thereon (or a lesser amount if less than the full Over-allotment is exercised, pro rata based on the amount of the Over-allotment Option exercised). (d) Upon receipt by the Trustee of a written request from the Company for distributions from the Trust Account in full). The distributions requested connection with a plan of dissolution and liquidation, accompanied by an Officer's Certificate signed by the Chief Executive Officer and Chief Management Officer of the Company certifying as true, accurate and complete: (i) a statement of the amount of actual expenses incurred or, where known with reasonable certainty, imminently to be incurred by the Company may in connection with its dissolution and distribution, including any fees and expenses incurred or imminently to be for any amount, provided that (i) incurred by the Company in connection with seeking stockholder approval of the aggregate, all distributions under this Section 2(c) may not exceed $1,500,000 (or $1,700,000, if the Underwriters’ over-allotment option is exercised in full)Company's plan of dissolution and distribution, and (ii) such distributions may only be made (x) if and any amounts due to pay creditors or required to reserve for payment to creditors, the Trustee shall distribute to the extent that interest has been Company an amount equal to the income earned on the amount initially deposited into Property through the Trust Account and last day of the month immediately preceding the date of receipt of the Company's written request (y) if all payments due to PIRAC up subject to the time amount limitations set forth in Section 2(c) above); provided, however, that any distribution pursuant to this Section 2(d) shall only be used to fund the amount of such distribution have been madeactual expenses incurred or imminently to be incurred by the Company in connection with its dissolution and liquidation, including any fees and expenses incurred or imminently to be incurred by the Company in connection with seeking stockholder approval of the Company's plan of dissolution and liquidation. (de) Except as provided in Sections 1(i), 1(j), 2(a), 2(b) and 2(c) abovethis Section 2, no other distributions from the Trust Account shall be permittedpermitted except in accordance with Sections 1(i) and 1(j) hereof.

Limited Distributions of Income on Property. (a) Upon receipt by If there is any income tax obligation relating to the Trustee of an Officer’s Certificate signed by income from the Chief Executive Officer and Chief Operating Officer Property in the Trust Account, or if there is any franchise or other tax obligation to which the Company is subject, then, at the written instruction of the Company certifying as true, accurate and complete a copy of any tax return required to be filed on behalf of the Trust Account in respect of income earned on the Property held thereinCompany, the Trustee shall deliver disburse to the Company for submission to or the appropriate taxing authority a Internal Revenue Service by wire transfer or check made payable to (as directed by the order Company in its instruction letter), out of such taxing authority the Property in the Trust Account, the amount indicated by the Company as required to pay such taxes; providedincome, howeverfranchise or other taxes and disburse to the Company by wire transfer out of the Property in the Trust Account, that in no event shall the aggregate amount of all checks issued to taxing authorities pursuant to this Section 2(a) exceed indicated by the income Company as owing in respect of which such taxes are due and owingtaxes. (b) On Upon written request from the last day Company containing certification that such distribution pursuant to this Section 2(b) shall only be used to fund the working capital requirements of each month commencing __________the Company and the costs related to identifying, 2006 prior to the LOI Termination Date (orresearching and acquiring a prospective target business, if applicableincluding, without limitation, the Second Termination Date)expenses incurred in connection with the Company’s dissolution, in each case as described in the Trustee shall pay to PIRAC, out prospectus that forms a part of the interest earned on the Trust Account, an amount equal to $46,666.66 ($46,666.78 in the case of the last such payment) (representing 1/18th of the Loan Proceeds), plus accrued interest on the unpaid principal balance of the Loan Proceeds at the rate of 4% per annum, until the full amount of the Loan Proceeds, plus accrued interest thereon as aforesaid, shall be repaid to PIRAC. (c) Upon one or more written requests from the Company, which may be given not more than once in any calendar month periodRegistration Statement, the Trustee shall distribute to the Company an amount equal to up to $3,500,000 of the interest earned on the Property in the Trust Account, net of taxes payable, up to a maximum through the last day of $1,500,000 (or $1,700,000, if the underwriters’ over-allotment option is exercised in full). The distributions requested by month immediately preceding the Company may be for any amount, date of receipt of the Company’s written request; provided that (i) at no time will the Trust Account contain an amount less than $19.65 per unit sold in the aggregate, all distributions under this Section 2(c) may not exceed $1,500,000 (or $1,700,000, if the Underwriters’ over-allotment option is exercised in full), IPO and (ii) such distributions may only no distribution from the Trust Account shall be made (x) if and such distribution would cause the Trust Account to fall below such amount. It is understood that the Trustee’s only responsibility under this section is to follow the instructions of the Company. However, to the extent that interest has been earned on the amount initially deposited into overallotment is exercised in full and funds held in the Trust Account and are less that $19.65 per share, the first $937,500 of interest earned on amounts held in the Trust Account (ynet of taxes payable) if all payments due will be used to PIRAC bring the amount held in trust up to an aggregate of $564,937,500 ($19.65 per share). (c) Upon receipt of the time of such distribution have been madeTermination Letter, the Trustee shall liquidate the Trust Account in accordance with Section 1(j). (d) Except as provided in Sections 1(i), 1(j), 2(a), 2(b) and 2(c) abovethis Section 2, no other distributions from the Trust Account shall be permitted.

Limited Distributions of Income on Property. (a) Upon receipt by If there is any income tax obligation relating to the Trustee of an Officer’s Certificate signed by income from the Chief Executive Officer and Chief Operating Officer Property in the Trust Account, or if there is any franchise or other tax obligation to which the Company is subject, then, at the written instruction of the Company certifying as true, accurate and complete a copy of any tax return required to be filed on behalf of the Trust Account in respect of income earned on the Property held thereinCompany, the Trustee shall deliver disburse to the Company for submission to or the appropriate taxing authority a Internal Revenue Service by wire transfer or check made payable to (as directed by the order Company in its instruction letter), out of such taxing authority the Property in the Trust Account, the amount indicated by the Company as required to pay such income, franchise or other taxes; provided, however, that in no event shall the aggregate amount of all checks issued to taxing authorities pursuant to this Section 2(a) exceed the income in respect of which such taxes are due and owing. (b) On Upon written request from the last day of each month commencing __________, 2006 prior Company containing certification that such distribution pursuant to this Section 2(b) shall only be used to fund the LOI Termination Date (or, if applicable, the Second Termination Date), the Trustee shall pay to PIRAC, out working capital requirements of the interest earned on Company and/or the Trust Accountexpenses incurred in connection with the Company’s dissolution and liquidation, an amount equal to $46,666.66 ($46,666.78 in each case as described in the case prospectus that forms a part of the last such payment) (representing 1/18th of the Loan Proceeds), plus accrued interest on the unpaid principal balance of the Loan Proceeds at the rate of 4% per annum, until the full amount of the Loan Proceeds, plus accrued interest thereon as aforesaid, shall be repaid to PIRAC. (c) Upon one or more written requests from the Company, which may be given not more than once in any calendar month periodRegistration Statement, the Trustee shall distribute to the Company an amount equal to up to $3,700,000 of the interest earned on the Property in the Trust Account, net of taxes payable, up through the last day of the month immediately preceding the date of receipt of the Company’s written request; provided, however, to a maximum of $1,500,000 (or $1,700,000, if the underwriters’ extent the over-allotment option is exercised in fullfull and funds held in trust are less than $9.97 per share, the first $2,167,500 of interest earned on the amounts in the trust account (net of taxes payable) will be used to bring the amount held in trust up to an aggregate of $516,005,000). The distributions requested . (c) Upon receipt by the Trustee of the Termination Letter, accompanied by a letter executed by the Chief Executive Officer and Chief Financial Officer of the Company requesting payment of actual expenses incurred or, where known with reasonably certainty, imminently to be incurred by the Company may be for any amountin connection with its plan of dissolution and distribution, provided that (i) in the aggregateTrustee, all distributions under this Section 2(c) may not exceed $1,500,000 (or $1,700,000, if the Underwriters’ over-allotment option Trustee is exercised in full), hereby authorized to pay and (ii) such distributions may only be made (x) if and shall distribute to the extent that interest has been earned on the amount initially deposited into the Trust Account and (y) if all payments due to PIRAC up to the time of such distribution have been madeCompany said requested amounts. (d) Except as provided in Sections 1(i), Section 1(j), 2(a), 2(b) and 2(c) aboveor in this Section 2, no other distributions from the Trust Account shall be permitted. (e) It is acknowledged and agreed by the parties hereto that with respect to all request for distributions to or on behalf of the Company pursuant to this Section 2, the Trustee’s only responsibility is to follow the instructions of the Company.