Common use of Release of the Escrow Shares Clause in Contracts

Release of the Escrow Shares. 3.1 The Escrow Agent shall hold the Certificates during the period (the “Escrow Period”) commencing on the date hereof and (i) for 50% of the Escrow Shares, ending on the earlier of (x) one year after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) the date on which the closing price of the Ordinary Shares equals or exceeds $12.50 per share (as adjusted for share splits, share capitalizations, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Escrow Shares, ending one year after the date of the consummation of an initial Business Combination. The Company shall promptly provide notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall release such amount of each Initial Shareholder’s Certificates (and any applicable share power) to such Initial Shareholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Escrow Period, then the Escrow Agent shall promptly destroy the Certificates; provided further, however, that if, subsequent to the completion of a Business Combination, the Company (or the surviving entity) consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders of such entity having the right to exchange their Ordinary Shares for cash, securities or other property, then the Escrow Agent will, upon receipt of a notice executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicable, release the Certificates to the Initial Shareholders. The Escrow Agent shall have no further duties hereunder after the release or destruction of the Certificates in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), ATAC Limited Partnership, the Company’s sponsor (“Sponsor”) agrees that the Escrow Agent shall return to the Company for cancellation, at no cost, the Certificates representing the number of Escrow Shares held by Sponsor determined by multiplying 375,000 by a fraction, (x) the numerator of which is 1,500,000 minus the number of Ordinary Shares purchased by the Underwriters upon the exercise of their over-allotment option, and (y) the denominator of which is 1,500,000. The Company shall promptly provide notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof.

Release of the Escrow Shares. 3.1 If the over-allotment option to purchase all or a portion of the additional 2,625,000 Units of the Company is not exercised in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Founders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the Certificates held by them determined by multiplying 656,250 multiplied by a fraction, (i) the numerator of which is 2,625,000 minus the number of Ordinary Shares included in the Units purchased by the Underwriters upon the exercise of the over-allotment option, and (ii) the denominator of which is 2,625,000. The Company shall promptly provide notice to the Escrow Agent of the expiration or termination of the over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with the exercise thereof. 3.2 Except as otherwise set forth herein, the Escrow Agent shall hold the Certificates during the period remaining after any cancellation required pursuant to Section 3.1 above (such remaining Certificates to be referred to herein as the “Escrow Period”) commencing on the date hereof and Certificates”)until (i) for with respect to 50% of the Escrow SharesCertificates, ending on the earlier of (x) one year after the date of the consummation of the Company’s an initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) Combination and (y) the date on which the closing last sale price of the Ordinary Shares equals or exceeds $12.50 per share (as adjusted for share splits, share capitalizationsdividends (being share capitalizations under Cayman Islands law), reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after following the Company’s initial consummation of the Business Combination and (ii) for with respect to the remaining 50% of the Escrow SharesCertificates, ending one year after the date of the consummation of an initial a Business CombinationCombination (such period of time during which the EscrowCertificates are held in escrow, the “Escrow Period”). The Company shall promptly provide notice of the consummation of a an initial Business Combination to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall release such amount of each Initial ShareholderFounder’s Escrow Certificates (and any applicable share power) to such Initial ShareholderFounder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during if, within the Escrow Period, then the Escrow Agent shall promptly destroy the Certificates; provided further, however, that if, subsequent to the completion of a Business Combination, the Company (or the surviving entity) subsequently consummates a liquidation, merger, stock share exchange or other similar transaction which results in all of the shareholders stockholders of such entity having the right to exchange their Ordinary Shares for cash, securities or other property, then the Escrow Agent will, upon receipt of a notice executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicable, release the Escrow Certificates to the Initial ShareholdersFounders. The Escrow Agent shall have no further duties hereunder after the release or destruction of the Escrow Certificates in accordance with this Section 33.2. 3.2 Notwithstanding Section 3.1, if 3.3 If the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of Escrow Agent is notified by the Company in full within 45 days of pursuant to Section 6.7 hereof that the date of the Prospectus (as described in the Underwriting Agreement)Company is being liquidated, ATAC Limited Partnership, the Company’s sponsor (“Sponsor”) agrees that then the Escrow Agent shall return deliver the Escrow Certificates to the Company for cancellation, at Founders promptly after the public stockholders are paid the liquidating distributions and shall have no cost, the Certificates representing the number of Escrow Shares held by Sponsor determined by multiplying 375,000 by a fraction, (x) the numerator of which is 1,500,000 minus the number of Ordinary Shares purchased by the Underwriters upon the exercise of their over-allotment option, and (y) the denominator of which is 1,500,000. The Company shall promptly provide notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereoffurther duties hereunder.

Release of the Escrow Shares. 3.1 The Escrow Agent shall hold the Certificates during the period (the “Escrow Period”) commencing on the date hereof and (i) for 50% of the Escrow Shares, ending on the earlier of (x) one year six months after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) the date on which the closing price of the Ordinary Shares equals or exceeds $12.50 per share (as adjusted for share splits, share capitalizations, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Escrow Shares, ending one year after the date of the consummation of an initial Business Combination. The Company shall promptly provide notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall release such amount of each Initial Shareholder’s Certificates (and any applicable share power) to such Initial Shareholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Escrow Period, then the Escrow Agent shall promptly destroy the Certificates; provided further, however, that if, subsequent to the completion of a Business Combination, the Company (or the surviving entity) consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders of such entity having the right to exchange their Ordinary Shares for cash, securities or other property, then the Escrow Agent will, upon receipt of a notice executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicable, release the Certificates to the Initial Shareholders. The Escrow Agent shall have no further duties hereunder after the release or destruction of the Certificates in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), ATAC Limited PartnershipGalileo Founders Holdings, L.P., the Company’s sponsor (“Sponsor”) agrees that the Escrow Agent shall return to the Company for cancellation, at no cost, the Certificates representing the number of Escrow Shares held by Sponsor determined by multiplying 375,000 450,000 by a fraction, (x) the numerator of which is 1,500,000 1,800,000 minus the number of Ordinary Shares purchased by the Underwriters upon the exercise of their over-allotment option, and (y) the denominator of which is 1,500,0001,800,000. The Company shall promptly provide notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof.

Release of the Escrow Shares. 3.1 The Escrow Agent shall hold the Certificates during the applicable period (each, the “Escrow Period”) commencing on the date hereof and until the earlier of: (A) as to the founder shares, (i) for 50% of the Escrow Shares, ending on the earlier of (x) one year after the date completion of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and , (yii) the date on which the closing Company completes a liquidation, merger, stock exchange or other similar transaction after the Business Combination that results in all of the shareholders of the Company having the right to exchange their shares for cash, securities or other property, or (iii) the date on which the last sale price of the Ordinary Shares ordinary share equals or exceeds $12.50 12.00 per share (as adjusted for share splits, share capitalizationsdividends (being share capitalizations under Cayman Islands law), reorganizations reorganizations, recapitalizations and recapitalizationsthe like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination Combination; and (iiB) for as to the remaining 50% Private Placement Warrants, until the completion of the Escrow Shares, ending one year after the date of the consummation of an initial Business Combination. The Company shall promptly provide notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the applicable Escrow Period, the Escrow Agent shall release such amount of each Initial Shareholder’s Certificates (and any applicable share power) to such Initial Shareholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the applicable Escrow Period, then the Escrow Agent shall promptly destroy the Certificates; provided further, however, that if, subsequent to the completion of a Business Combination, the Company (or the surviving entity) consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders of such entity having the right to exchange their Ordinary Shares for cash, securities or other property, then the Escrow Agent will, upon receipt of a notice executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicable, release the Certificates to the Initial Shareholders. The Escrow Agent shall have no further duties hereunder after the release or destruction of the Certificates in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), ATAC Limited Partnership, the Company’s sponsor (“Sponsor”) agrees that the Escrow Agent shall return to the Company for cancellation, at no cost, the Certificates representing the number of Escrow Shares held by Sponsor determined by multiplying 375,000 by a fraction, (x) the numerator of which is 1,500,000 minus the number of Ordinary Shares purchased by the Underwriters upon the exercise of their over-allotment option, and (y) the denominator of which is 1,500,000. The Company shall promptly provide notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof[Reserved].

Release of the Escrow Shares. 3.1 The Escrow Agent shall hold the Certificates during the applicable period (each, the “Escrow Period”) commencing on the date hereof and until the earlier of: (A) as to the Founders’ Shares, (i) for 50% of the Escrow Shares, ending on the earlier of (x) one year after the date completion of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and , (yii) the date on which the closing Company completes a liquidation, merger, stock exchange or other similar transaction after the Business Combination that results in all of the shareholders of the Company having the right to exchange their shares for cash, securities or other property, or (iii) the date on which the last sale price of the Ordinary Shares ordinary share equals or exceeds $12.50 12.00 per share (as adjusted for share splits, share capitalizationsdividends (being share capitalizations under Cayman Islands law), reorganizations reorganizations, recapitalizations and recapitalizationsthe like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination Combination; and (iiB) for as to the remaining 50% Private Placement Units, until the completion of the Escrow Shares, ending one year after the date of the consummation of an initial Business Combination. The Company shall promptly provide notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the applicable Escrow Period, the Escrow Agent shall release such amount of each Initial Shareholder’s Certificates (and any applicable share power) to such Initial Shareholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the applicable Escrow Period, then the Escrow Agent shall promptly destroy the Certificates; provided further, however, that if, subsequent to the completion of a Business Combination, the Company (or the surviving entity) consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders of such entity having the right to exchange their Ordinary Shares for cash, securities or other property, then the Escrow Agent will, upon receipt of a notice executed by the Chairman of the Boardthe, Chief Executive Officer or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicable, release the Certificates to the Initial Shareholders. The Escrow Agent shall have no further duties hereunder after the release or destruction of the Certificates in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 750,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), ATAC Limited Partnership, the Company’s sponsor (“Sponsor”) Sponsor agrees that the Escrow Agent shall return to the Company for cancellation, at no cost, the Certificates representing the number of Escrow Shares held by Sponsor determined by multiplying 375,000 187,500 by a fraction, (x) the numerator of which is 1,500,000 750,000 minus the number of Ordinary Shares purchased by the Underwriters upon the exercise of their over-allotment option, and (y) the denominator of which is 1,500,000750,000. The Company shall promptly provide notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof.

Release of the Escrow Shares. 3.1 The Escrow Agent shall hold the Certificates during the period (the “Escrow Period”) commencing on the date hereof and (i) for 50% of the Escrow Shares, ending on the earlier of (x) one year six months after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) the date on which the closing price of the Ordinary Shares equals or exceeds $12.50 per share (as adjusted for share splits, share capitalizations, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Escrow Shares, ending one year after the date of the consummation of an initial Business Combination. The Company shall promptly provide notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall release such amount of each Initial Shareholder’s Certificates (and any applicable share power) to such Initial Shareholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Escrow Period, then the Escrow Agent shall promptly destroy the Certificates; provided further, however, that if, subsequent to the completion of a Business Combination, the Company (or the surviving entity) consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders of such entity having the right to exchange their Ordinary Shares for cash, securities or other property, then the Escrow Agent will, upon receipt of a notice executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicable, release the Certificates to the Initial Shareholders. The Escrow Agent shall have no further duties hereunder after the release or destruction of the Certificates in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), ATAC Limited PartnershipGalileo Founders Holdings, L.P., the Company’s sponsor (“Sponsor”) agrees that the Escrow Agent shall return to the Company for cancellation, at no cost, the Certificates representing the number of Escrow Shares held by Sponsor determined by multiplying 375,000 by a fraction, (x) the numerator of which is 1,500,000 minus the number of Ordinary Shares purchased by the Underwriters upon the exercise of their over-allotment option, and (y) the denominator of which is 1,500,000. The Company shall promptly provide notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof.