Common use of Trust Account Proceeds Clause in Contracts

Trust Account Proceeds. Prior to the liquidation of the Trust Account in the event the Company has not completed a Business Combination as required by its Charter Documents (the “Termination Date”), interest income on the funds held in the Trust Account may be released to the Company from the Trust Account in accordance with the terms of the Trust Agreement to pay any taxes incurred by the Company, all as more fully described in the Prospectus.

Trust Account Proceeds. Prior to the liquidation of the Trust Account in the event the Company has not completed a Business Combination by the Termination Date (as required by its Charter Documents (the “Termination Date”defined in Section 7.6), interest income on the funds held in the Trust Account may be released to the Company from the Trust Account in accordance with the terms of the Trust Agreement to pay any taxes incurred by the Company and to fund the Company’s working capital requirements, all as more fully described in the Prospectus.

Trust Account Proceeds. Prior to the liquidation of the Trust Account in the event the Company has not completed a Business Combination by the Termination Date (as required by its Charter Documents (the “Termination Date”defined in Section 7.6), interest income on the funds held in the Trust Account may be released to the Company from the Trust Account in accordance with the terms of the Trust Agreement to pay any taxes incurred by the Company and to fund the Company’s working capital corporate requirements, all as more fully described in the ProspectusProspectus (as defined in Section 2.1.1).

Trust Account Proceeds. Prior to the liquidation of the Trust Account in the event the Company has not completed a Business Combination as required by its Charter Documents (the “Termination Date”), interest income on the funds held in the Trust Account may be released to the Company from the Trust Account in accordance with the terms of the Trust Agreement to pay any taxes incurred by the CompanyCompany and up to $50,000 to pay dissolution expenses, all as more fully described in the Prospectus.

Trust Account Proceeds. Prior to the liquidation of the Trust Account in the event the Company has not completed a Business Combination as required by its Charter Documents (the “Termination Date”), interest income on the funds held in the Trust Account may be released to the Company from the Trust Account in accordance with the terms of the Trust Agreement to pay any taxes incurred by the CompanyCompany and up to $100,000 to pay dissolution expenses, all as more fully described in the Prospectus.

Trust Account Proceeds. Prior to the liquidation of the Trust Account in the event the Company has not completed a an Initial Business Combination as required Transaction by its Charter Documents (the “Termination Date”), (i) interest income on the funds held in the Trust Account may be released to the Company from the Trust Account in accordance with the terms of the Trust Agreement to pay any taxes incurred by the Company and (ii) interest income on the funds held in the Trust Account may be released to the Company from the Trust Account to fund the Company’s working capital and general corporate requirements, all as more fully described in the Prospectus.

Trust Account Proceeds. Prior to the liquidation of the Trust Account in the event the Company has not completed a Business Combination as required by its Charter Documents (the “Termination Date”), funds may be released to the Company from the Trust Account in accordance with the Trust Agreement to purchase Subunits and interest income earned on the funds held in the Trust Account may be released to the Company from the Trust Account in accordance with the terms of the Trust Agreement to (i) pay any taxes incurred by the Company and (ii) to fund the Company’s working capital and general corporate requirements, all as more fully described in the Prospectus.

Trust Account Proceeds. Prior to the liquidation of the Trust Account in the event the Company has not completed a Business Combination as required by its Charter Documents (the “Termination Date”), interest income on the funds held in the Trust Account may be released to the Company from the Trust Account in accordance with the terms of the Trust Agreement to pay any taxes incurred by the CompanyCompany and up to $100,000 of accrued interest to pay dissolution costs and expenses, all as more fully described in the Prospectus.

Trust Account Proceeds. Prior to the liquidation of the Trust Account in accordance with the event the Company has not completed a Business Combination as required by its Charter Documents (the “Termination Date”)Trust Agreement, interest income on the funds held in the Trust Account may be released to the Company from the Trust Account only in accordance with the terms of the Trust Agreement to pay any taxes incurred by the CompanyCompany and up to $100,000 for liquidation and dissolution expenses, all as more fully described in the Prospectus.

Trust Account Proceeds. Prior to the liquidation of the Trust Account in the event the Company has not completed a Business Combination as required by its Charter Documents (the “Termination Date”), interest income on the funds held in the Trust Account may be released to the Company from the Trust Account only in accordance with the terms of the Trust Agreement to pay any taxes incurred by the Company, all as more fully described in the Prospectus.

Trust Account Proceeds. Prior to the liquidation of the Trust Account Account, in the event the Company has not completed a Business Combination as required by its Charter Documents (as defined in Section 2.11 below) (the “Termination Date”), interest income on the funds held in the Trust Account may be released to the Company from the Trust Account in accordance with the terms of the Trust Agreement to pay any taxes incurred by the CompanyCompany and up to $100,000 of accrued interest to pay dissolution costs and expenses, all as more fully described in the Prospectus.

Trust Account Proceeds. Prior to the liquidation of the Trust Account in the event the Company has not completed a Business Combination as required by its Charter Documents (the “Termination Date”), (i) interest earned on the funds held in the Trust Account may be released to the Company from the Trust Account to pay any taxes incurred by the Company and (ii) any remaining interest income on the funds held in the Trust Account may be released to the Company from the Trust Account in accordance with the terms of the Trust Agreement to pay any taxes incurred by fund the Company’s working capital requirements, all as more fully described in the Prospectus.

Trust Account Proceeds. Prior to the liquidation of the Trust Account in the event the Company has not completed a Business Combination as required by its Charter Documents (as defined in Section 2.11 below) (the “Termination Date”), interest income on the funds held in the Trust Account may be released to the Company from the Trust Account in accordance with the terms of the Trust Agreement to pay any taxes incurred by the Company, all as more fully described in the Prospectus.

Trust Account Proceeds. Prior to the liquidation of the Trust Account in the event the Company has not completed a Business Combination as required by its Charter Documents (as defined in Section 2.11 below) (the “Termination Date”), interest income on the funds held in the Trust Account may be released to the Company from the Trust Account in accordance with the terms of the Trust Agreement to pay any taxes incurred by the CompanyCompany and up to $100,000 of accrued interest to pay dissolution costs and expenses, all as more fully described in the Prospectus.

Trust Account Proceeds. Prior to the liquidation of the Trust Account in the event the Company has not completed a Business Combination as required by its Charter Documents (the “Termination Date”), interest income on the funds held in the Trust Account may be released to the Company from the Trust Account in accordance with the terms of the Trust Agreement to pay any taxes incurred by the Company, and up to $100,000 to pay dissolution expenses, all as more fully described in the Prospectus.

Trust Account Proceeds. Prior to the liquidation of the Trust Account in the event the Company has not completed a Business Combination as required provided by its Charter Documents Certificate of Incorporation, as amended (such date being referred to as the “Termination Date”), interest income on the funds held in the Trust Account may be released to the Company from the Trust Account in accordance with the terms of the Trust Agreement to pay any taxes incurred by the Company and to fund the Company’s working capital requirements, all as more fully described in the Prospectus.

Trust Account Proceeds. Prior to the liquidation of the Trust Account in the event the Company has not completed a Business Combination as required by its Charter Documents (the “Termination Date”), interest income on the funds held in the Trust Account may be released to the Company from the Trust Account in accordance with the terms of the Trust Agreement to pay any taxes incurred by the CompanyCompany and up to $50,000 to pay for the liquidation expenses, all as more fully described in the Prospectus.

Trust Account Proceeds. Prior to the liquidation of the Trust Account in the event the Company has not completed a Business Combination as required by its Charter Documents Document (the “Termination Date”), interest income on the funds held in the Trust Account may be released to the Company from the Trust Account in accordance with the terms of the Trust Agreement to pay any taxes incurred by the Company, all as more fully described in the Prospectus.

Trust Account Proceeds. Prior to the liquidation of the Trust Account in the event the Company has not completed a Business Combination by the date set forth in the Company’s Amended and Restated Certificate of Incorporation as required by its Charter Documents the same may be amended from time to time (such date being referred to as the “Termination Date”), interest income on the funds held in the Trust Account may be released to the Company from the Trust Account in accordance with the terms of the Trust Agreement to pay any income taxes incurred by the Company, all as more fully described in the Prospectus.

Trust Account Proceeds. Prior to the liquidation of the Trust Account in the event if the Company has not completed a Business Combination as required by its Charter Documents (as defined in Section 2.11 below) (the “Termination Date”), interest income on the funds held in the Trust Account may be released to the Company from the Trust Account only in accordance with the terms of the Trust Agreement to pay any taxes incurred by the CompanyCompany and up to $100,000 for liquidation and dissolution expenses, all as more fully described in the Prospectus.

Trust Account Proceeds. Prior to the liquidation of the Trust Account in the event the Company has not completed a Business Combination as required by its Charter Documents (the “Termination Date”), interest income on the funds held in the Trust Account may be released to the Company from the Trust Account in accordance with the terms of the Trust Agreement to pay any taxes incurred by the Company, all as more fully described in the ProspectusRegistration Statement (as hereinafter defined).

Trust Account Proceeds. Prior to the liquidation of the Trust Account in the event if the Company has not completed a Business Combination as required by its Charter Documents (as defined in Section 2.11 below) (the “Termination Date”), interest income on the funds held in the Trust Account may be released to the Company from the Trust Account only in accordance with the terms of the Trust Agreement to pay any taxes incurred by the Company, all as more fully described in the Prospectus.

Trust Account Proceeds. Prior to the liquidation of the Trust Account in the event the Company has not completed a Business Combination by the date set forth in the Company’s Amended and Restated Certificate of Incorporation as required by its Charter Documents the same may be amended from time to time (such date being referred to as the “Termination Date”), interest income on the funds held in the Trust Account may be released to the Company from the Trust Account in accordance with the terms of the Trust Agreement to pay any taxes incurred by the Company, all as more fully described in the Prospectus.

Trust Account Proceeds. Prior to the liquidation of the Trust Account in the event if the Company has not completed a Business Combination as required by its Charter Documents (as defined in Section 2.11 below) (the “Termination Date”), interest income on the funds held in the Trust Account may be released to the Company from the Trust Account only in accordance with the terms of the Trust Agreement to pay any taxes (other than excise taxes) incurred by the Company, for working capital previously released to the Company and up to $100,000 for liquidation and dissolution expenses, all as more fully described in the Prospectus.

Trust Account Proceeds. Prior to the liquidation of the Trust Account in the event the Company has not completed a Business Combination as required by its Charter Documents (the “Termination Date”), interest income on the funds held in the Trust Account may be released to the Company from the Trust Account in accordance with the terms of the Trust Agreement to pay any taxes incurred by the Company, all as more fully described in the Prospectus.. EarlyBirdCapital, Inc.February 10, 2021Page 6 of 41

Trust Account Proceeds. Prior to the liquidation of the Trust Account in the event the Company has not completed a Business Combination by the Termination Date (as required by its Charter Documents (the “Termination Date”defined in Section 7.6), (i) interest income on the funds held in the Trust Account may be released to the Company from the Trust Account in accordance with the terms of the Trust Agreement to pay any taxes incurred by income, franchise or other tax obligations of the Company and (ii) interest income on the funds held in the Trust Account may be released to the Company from the Trust Account to fund the Company’s working capital and general corporate requirements, all as more fully described in the ProspectusProspectus (as defined in Section 2.1.1).

Trust Account Proceeds. Prior to the liquidation of the Trust Account in the event the Company has not completed a Business Combination as required by its Charter Documents (the “Termination Date”), interest income on the funds held in the Trust Account may be released to the Company from the Trust Account in accordance with the terms of the Trust Agreement to pay any taxes incurred by the Company, all as more fully described in the Prospectus.. 2. Representations and Warranties of the Company. The Company represents and warrants to the Underwriters as follows:

Trust Account Proceeds. Prior to the liquidation of the Trust Account in the event the Company has not completed a Business Combination by the Termination Date (as required by its Charter Documents (the “Termination Date”defined in Section 7.6), interest income on the funds held in the Trust Account may be released to the Company from the Trust Account in accordance with the terms of the Trust Agreement to pay any taxes incurred by the Company and to fund the Company’s working capital corporate requirements, all as more fully described in the Prospectus.

Trust Account Proceeds. Prior to the liquidation of the Trust Account in the event the Company has not completed a Business Combination as required by its Charter Documents (the “Termination Date”), interest income on the funds held in the Trust Account may be released to the Company from the Trust Account in accordance with the terms of the Trust Agreement to (i) purchase Subunits, (ii) pay any taxes incurred by the Company and (iii) to fund the Company’s working capital and general corporate requirements, all as more fully described in the Prospectus.

Trust Account Proceeds. Prior to the liquidation of the Trust Account in the event the Company has not completed a Business Combination as required by its Charter Documents (the “Termination Date”), interest income on the funds held in the Trust Account may be released to the Company from the Trust Account in accordance with the terms of the Trust Agreement to pay any taxes incurred by the Company, all as more fully described in the Prospectus.. EarlyBirdCapital, Inc.__________, 2021Page 6 of 41

Trust Account Proceeds. Prior to the liquidation of the Trust Account in the event the Company has not completed a Business Combination as required by its Charter Documents (the “Termination Date”), interest income on the funds held in the Trust Account may be released to the Company from the Trust Account in accordance with the terms of the Trust Agreement to pay any taxes incurred by the Company, all as more fully described in the Prospectus.. Page 6 of 45

Trust Account Proceeds. Prior to the liquidation of the Trust Account in the event if the Company has not completed a Business Combination as required by its Charter Documents (as defined in Section 2.11 below) (the “Termination Date”), interest income on the funds held in the Trust Account may be released to the Company from the Trust Account only in accordance with the terms of the Trust Agreement to pay any taxes incurred by the CompanyCompany and up to $100,000 for dissolution expenses, all as more fully described in the Prospectus.

Trust Account Proceeds. Prior to the liquidation of the Trust Account in the event the Company has not completed a Business Combination as required by its Charter Documents (the “Termination Date”), (i) interest income on the funds held in the Trust Account may be released to the Company from the Trust Account in accordance with the terms of the Trust Agreement to pay any taxes incurred by the Company and (ii) interest income on the funds held in the Trust Account of up to an additional $500,000 may be released to the Company from the Trust Account to fund the Company’s working capital requirements, all as more fully described in the Prospectus.

Trust Account Proceeds. Prior to the liquidation of the Trust Account in the event the Company has not completed a Business Combination as required by its Charter Documents (the “Termination Date”), interest income on the funds held in the Trust Account may be released to the Company from the Trust Account in accordance with the terms of the Trust Agreement to pay any taxes incurred by the Company, all as more fully described in the Prospectus.. EarlyBirdCapital, Inc. , 2020 Page 6 of 45