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

Limited Distributions of Income on Property. (a) If there is any tax obligation to be paid by the Company, then upon receipt by the Trustee of a written request executed by the Chief Executive Officer and the Chief Financial Officer 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 such taxes. (b) Upon receipt by the Trustee of an officer’s certificate executed by the Chief Executive Officer and Chief Financial Officer of the Company certifying that such distribution pursuant to this Section 2(b) shall only be used to pay the costs and expenses associated with the exercise of the Underwriters’ over-allotment option, the Trustee shall distribute to the Company up to a maximum of $742,500 of the interest income earned and collected 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 attached as Exhibit C hereto, the Trustee shall make quarterly distributions of the interest income earned and collected on the Base Deposit in accordance with the Company’s instructions. (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 requesting payment 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, the Trustee is hereby authorized to pay and shall distribute to the Company said requested amounts. (e) Except as provided in this Section 2, no other distributions from the Trust Account shall be permitted except in accordance with Sections 1(i) 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.

Limited Distributions of Income on Property. (a) If there is any tax obligation to be paid by the Company, then upon receipt by the Trustee of a written request executed by the Chief Executive Officer and the Chief Financial Officer 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 such taxes. (b) Upon receipt by the Trustee of an officer’s certificate executed Officer's Certificate signed by the Chief Executive Officer and Chief 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) Upon the written request of 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 pay fund the working capital requirements of the Company and the costs related to identifying and expenses associated with researching a prospective target business, in each case as described in the exercise of the Underwriters’ over-allotment optionRegistration Statement, the Trustee shall distribute to the Company an amount equal to up to a maximum of $742,500 1,300,000 ($1,400,000 if the Underwriters' Over-allotment Option is exercised in full) of the interest income earned and collected on the Base Deposit Property, net of taxes payable, 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; provided, however, that, if the Underwriters' Over-allotment Option is exercised, the Company shall be permitted to draw such amounts only after at least $180,000 of interest shall have been earned on the Property. (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 liquidation, accompanied by an Officer's 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, and (ii) any amounts due to pay creditors or required to reserve for payment to creditors, the Trustee shall distribute to the Company an amount equal to the income earned on the Property through the last day of the month immediately preceding the date of receipt of the Company’s 's written request request; provided, however, that any distribution pursuant to this Section 2(b). (c2(c) Upon receipt by shall only be used to fund the Trustee of an executed Certificate for Quarterly Distributions, a form of which is attached as Exhibit C hereto, the Trustee shall make quarterly distributions of the interest income earned and collected on the Base Deposit in accordance with the Company’s instructions. (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 requesting payment amount of actual expenses incurred or, where known with reasonable certainty, 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 its seeking stockholder approval of the Company's plan of dissolution and distribution, the Trustee is hereby authorized to pay and shall distribute to the Company said requested amountsliquidation. (ed) Except as provided in this Section 2, no other distributions from the Trust Account shall be permitted 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.

Limited Distributions of Income on Property. (a) If there is any tax obligation to be paid by the Company, then upon Upon receipt by the Trustee of a written request an officer’s certificate executed by the Chief Executive Officer and the Chief Financial Officer of the CompanyCompany certifying as true, accurate and complete a copy of any tax return required to be filed on behalf of the Trust Account in respect of income earned on the Property held therein, the Trustee shall disburse deliver to the Company by wire transfer, out for submission to the appropriate taxing authority a check made payable to the order of the Property such taxing authority in the Trust Account, the amount indicated by the Company as 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) Upon receipt by the Trustee of an officer’s certificate executed by the Chief Executive Officer and Chief Financial Officer of the Company certifying that such distribution pursuant to this Section 2(b) shall only be used to pay the costs and expenses associated with the exercise of the Underwriters’ over-allotment optionoption (in order to ensure that at all times there is a minimum of $10.00 per share held in the trust account), the Trustee shall distribute to the Company up to a maximum of $742,500 675,000 (in proportion to the portion of the over-allotment option exercised by the Underwriters) of the interest income earned and collected 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 attached as Exhibit C hereto, the Trustee shall make quarterly distributions of the interest income earned and collected on the Base Deposit in accordance with the Company’s instructions. hereof to replace the costs and expenses associated with the exercise of the 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 requesting payment 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, the Trustee is hereby authorized to pay and shall distribute to the Company said requested amounts. (e) Except as provided in this Section 2, no other distributions from the Trust Account shall be permitted except in accordance with Sections 1(i) 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.

Limited Distributions of Income on Property. (a) If there is any income tax obligation relating to be paid by the Companyincome from the Property in the Trust Account, then upon receipt by then, at the Trustee of a written request executed by the Chief Executive Officer and the Chief Financial Officer instruction of the Company, the Trustee shall disburse to the Company or the Internal Revenue Service by wire transfertransfer or check (as directed by the Company in its instruction letter), out of the Property in the Trust Account, the amount indicated by the Company as required to pay such income taxes. (b) Upon receipt by the Trustee of an officer’s certificate executed by the Chief Executive Officer and Chief Financial Officer of written request from the Company certifying containing certification that such distribution pursuant to this Section 2(b) shall only be used to pay fund the working capital requirements of the Company and the costs related to identifying, researching and expenses associated with acquiring a prospective target businesses, in each case as described in the exercise prospectus that forms a part of the Underwriters’ over-allotment optionRegistration Statement, the Trustee shall distribute to the Company an aggregate amount that may not exceed the lesser of (y) the aggregate amount of interest and any other income actually received or paid on amounts in the Trust Account less an amount equal to estimated taxes that are or will be due on such income at an assumed rate of 40% and (z) $1,750,000, subject to proportional adjustment in the event that the underwriters’ over allotment option is exercised in full or in part, up to a maximum of $742,500 of the interest income earned and collected 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)2,000,000. (c) Upon receipt by the Trustee of an executed Certificate a written instruction from the Company for Quarterly Distributions, distributions from the Trust Account in connection with a form plan of which is attached as Exhibit C hereto, the Trustee shall make quarterly distributions of the interest income earned dissolution and collected on the Base Deposit in accordance with the Company’s instructions. (d) Upon receipt by the Trustee of the Termination Letterdistribution, accompanied by an officer’s certificate executed Officers Certificate signed by the Chief Executive Officer or any President and any Chief Financial Officer of the Company requesting payment 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 liquidationdistribution, including any fees and expenses incurred or imminently to be incurred by the Company in connection with its 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 is hereby authorized to pay and shall distribute to the Company said requested amountsan amount, as directed by the Company in the instruction letter, up to the sum of (i) and (ii) as indicated in the instruction letter. (ed) Except as provided in this Section 2, no other distributions from the Trust Account shall be permitted except in accordance with Sections 1(i) and 3(i) 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.

Limited Distributions of Income on Property. (a) If there is any federal, state or local income tax obligation relating to be paid by the Companyincome of the Company (including Property of the Trust Account), then upon receipt by then, at the Trustee of a written request executed by the Chief Executive Officer and the Chief Financial Officer 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 $1,000,000 and provided further that to the extent that the aggregate sum of the distributions exceeds $700,000, 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 taxesdistribution shall be for the period ending on [_____], 2006. (bc) 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 certificate executed Officers Certificate signed by the Chief Executive Officer and Chief Financial Officer of the Company certifying that such distribution pursuant as true, accurate and complete (i) a statement of the amount of actual expenses incurred or, where known with reasonable certainty, imminently to this Section 2(bbe 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, and (ii) shall only be used any amounts due to pay the costs and expenses associated with the exercise of the Underwriters’ over-allotment optioncreditors or required to reserve for payment to creditors, the Trustee shall distribute the requested amount to the Company up to a maximum of $742,500 of the interest from any income earned and collected on the Base Deposit Property through the last day of the month immediately preceding the date of receipt of the Company’s written request request; provided, however, that any distribution pursuant to this Section 2(b). (c2(c) Upon receipt by shall only be used to fund the Trustee of an executed Certificate for Quarterly Distributions, a form of which is attached as Exhibit C hereto, the Trustee shall make quarterly distributions of the interest income earned and collected on the Base Deposit in accordance with the Company’s instructions. (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 requesting payment amount of actual expenses incurred or, where known with reasonable certainty, 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 its seeking stockholder approval of the Company’s plan of dissolution and distribution, the Trustee is hereby authorized to pay and shall distribute to the Company said requested amountsliquidation. (ed) Except as provided in this Section 2Sections 2(a), 2(b) and 2(c) above, no other distributions from the Trust Account shall be permitted except in accordance with Sections Section 1(i) and (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.