Common use of NOW THEREFORE, IT IS AGREED Clause in Contracts

NOW THEREFORE, IT IS AGREED. Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows: “Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with the terms of, a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer, President, Executive Vice President, Vice President, Secretary or Chairman of the board of directors of the Company (the “Board”) or other authorized officer of the Company, and, in the case of Exhibit A, acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest income to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the date which is the later of (1) 24 months from the closing of the Offering and (2) such later date as may be approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of association if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest income to pay dissolution expenses), shall be distributed to the Public Shareholders of record as of such date;”

NOW THEREFORE, IT IS AGREED. Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows: “Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with the terms of, a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer, President, Executive Vice President, Vice President, Secretary or Chairman of the board of directors of the Company (the “Board”) or other authorized officer of the Company, and, in the case of Exhibit A, acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest income to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the date which is the later of (1) 24 36 months from the closing of the Offering and (2) such later date as may be approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of association if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest income to pay dissolution expenses), shall be distributed to the Public Shareholders of record as of such date;”

NOW THEREFORE, IT IS AGREED. Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows: “Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with the terms of, a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer, President, Executive Vice President, Vice President, Secretary or Chairman of the board of directors of the Company (the “Board”) or other authorized officer of the Company, and, in the case of Exhibit A, acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest income to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the date which is the later of (1) 24 48 months from the closing of the Offering and (2) such later date as may be approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of association if a Termination Letter has not been received by the Trustee prior to such dateOffering, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest income to pay dissolution expenses), shall be distributed to the Public Shareholders of record as of such date;”

NOW THEREFORE, IT IS AGREED. Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows: “Commence liquidation of the Trust Account only after and promptly after after: (x) receipt of, and only in accordance with with, the terms of, of a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by at least two of its Chief Executive Officer, Chief Financial Officer, President, Executive Vice President, Vice President, Secretary or Chairman of the board of directors of the Company (the “Board”) or other authorized officer of the Company, and, in the case of a Termination Letter in a form substantially similar to the attached hereto as Exhibit A, acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on not previously released to the funds held in the Trust Account Company to pay its taxes (less taxes payable and up to $100,000 of interest income that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, ; or (y) upon the date which is the later of of: (1) 24 21 months from after the closing of the Offering Offering, which may be extended up to 27 months after the closing of the Offering, or such earlier date as determined by the Board, pursuant to the Company’s Amended Certificate of Incorporation (“Amended Charter”); and (2) such later date as may be approved by the Company’s shareholders stockholders in accordance with the Company’s amended and restated memorandum and articles of association Amended Charter if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest earned on not previously released to the funds held in the Trust Account Company to pay its taxes (less taxes payable and up to $100,000 of interest income that may be released to the Company to pay dissolution expenses), ) shall be distributed to the Public Shareholders Stockholders of record as of such date;”

NOW THEREFORE, IT IS AGREED. 1. Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows: “: (i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with with, the terms of, of a letter from the Company (“Termination Letter”) ), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its President, Chief Executive Officer, Officer and Chief Financial Officer, President, Executive Vice President, Vice President, Secretary or Chairman of the board of directors of the Company (the “Board”) or other authorized officer of the Company, Officer and, in the case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit A, acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest income to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein; provided, or (y) upon however, that in the date which is the later of (1) 24 months from the closing of the Offering and (2) such later date as may be approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of association if event that a Termination Letter has not been received by the Trustee prior before the date the Company has extended to complete the Business Combination, by depositing into the Trust Account an extension payment (the “Extension Payment”) of $0.05 per non-redeemed share on a month-to-month basis (each such datemonthly extension, in which case an “Extension Period”), beginning on December 15, 2024 and continuing each month up to May 15, 2025 (the “Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and the Property in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest income to pay dissolution expenses), shall be distributed to the Public Shareholders of record Stockholders as of such date;the Last Date. For example, if during the an Extension Period, the Company does not deposit the Extension Payment into the Trust Account by the 15th day of the month for the next Extension Period, then the Last Date shall be the last day of that month.”

NOW THEREFORE, IT IS AGREED. Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows: “Commence liquidation of the Trust Account only after and promptly after after: (x) receipt of, and only in accordance with with, the terms of, of a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by at least two of its Chief Executive Officer, Chief Financial Officer, President, Executive Vice President, Vice President, Secretary or Chairman of the board of directors of the Company (the “Board”) or other authorized officer of the Company, and, in the case of a Termination Letter in a form substantially similar to the attached hereto as Exhibit A, acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on not previously released to the funds held in the Trust Account Company to pay its taxes (less taxes payable and up to $100,000 of interest income that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, ; or (y) upon the date which is the later of of: (1) 24 15 months from after the closing of the Offering Offering, which may be extended to 24 months after the closing of the Offering, or such earlier date as determined by the Board, pursuant to the Company’s Twice Amended Certificate of Incorporation (“Twice Amended Charter”); and (2) such later date as may be approved by the Company’s shareholders stockholders in accordance with the Company’s amended and restated memorandum and articles of association Twice Amended Charter if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest earned on not previously released to the funds held in the Trust Account Company to pay its taxes (less taxes payable and up to $100,000 of interest income that may be released to the Company to pay dissolution expenses), ) shall be distributed to the Public Shareholders Stockholders of record as of such date;”