Common use of Trust Account Waiver Acknowledgment Clause in Contracts

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will use its reasonable best efforts prior to engaging in discussions with any person or entity with which the Company seeks to consummate a Business Transaction (“Target”) or obtaining the services of any vendor to acknowledge in writing whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing, that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $50,000,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the public stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only (i) to the holders of the IPO shares in the event they elect to redeem their IPO Shares in connection with the consummation of a Business Transaction, (ii) to the holders of the IPO Shares if the Company fails to consummate a Business Transaction within 15 months from the date of the Prospectus, or (iii) to the Company after or concurrently with the consummation of a Business Transaction and (b) for and in consideration of the Company (i) agreeing to evaluate such Target for purposes of consummating a Business Transaction with it or (ii) agreeing to engage the services of the vendor, as the case may be, such Target or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibits A and B respectively. The Company may forego obtaining such waivers only if the Company shall have received the approval of its Chief Executive Officer and the approving vote or written consent of at least a majority of its Board of Directors. The term “IPO Shares” means the shares of Common Stock contained in the Public Securities.

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will use not commence its reasonable best efforts prior to engaging due diligence investigation of any operating business in discussions with any person or entity with the business services industry which the Company seeks to consummate a Business Transaction acquire (the “TargetTarget Business”) or obtaining the services of any vendor to acknowledge unless and until such Target Business acknowledges in writing writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the a Trust Account, initially in an amount of $50,000,000 $ (without giving effect to any exercise including deferred underwriting discounts and commissions of the Over-allotment Option) $ for the benefit of the public stockholders) and that the trustee may disburse monies from the trust account only (i) to the public stockholders and thatin the event they elect to convert their IPO Units (as defined in Section 3(bb)) or the Company liquidates, except (ii) to the Company for a portion the payment of the Company’s income tax liability associated with the interest income earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only (i) to the holders of the IPO shares in the event they elect to redeem their IPO Shares in connection with the consummation of a Business Transaction, (ii) to the holders of the IPO Shares if the Company fails to consummate a Business Transaction within 15 months from the date of the Prospectus, or (iii) to the Company out of interest income earned up to $1.6 million, after tax, to fund the Company’s working capital requirements or concurrently with (iv) to the consummation of Company after it consummates a Business Transaction Combination and (b) for and in consideration of the Company (i) agreeing to evaluate such Target Business for purposes of consummating a Business Transaction Combination with it or (ii) agreeing to engage the services of the vendor, as the case may beit, such Target or vendor Business agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (the “ClaimClaims”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be Notwithstanding the foregoing, in the form attached hereto as Exhibits A and B respectively. The event any Target Business refuses to acknowledge in writing that it does not have any rights, title, interest or claims of any kind in or to any monies in the Trust Account, the Company may forego obtaining nonetheless commence its due diligence investigations of such waivers Target Business if and only if the Company’s management determines in good faith that the Company shall have received the approval of its Chief Executive Officer and the approving vote or written consent of at least would be unable to obtain, on a majority of its Board of Directors. The term “IPO Shares” means the shares of Common Stock contained in the Public Securitiesreasonable basis, substantially similar opportunities from another entity willing to execute such a waiver.

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will use not commence its reasonable best efforts prior to engaging in discussions with due diligence investigation of any person or entity with operating business which the Company seeks to consummate a Business Transaction acquire (the “TargetTarget Business”) or obtaining the services of any vendor to acknowledge unless and until such Target Business acknowledges in writing writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the a Trust Account, initially in an amount of $50,000,000 294,950,589 (without giving effect $338,150,589 if the Underwriters exercise their option to any purchase the Optional Units in full), including deferred underwriting discounts and commissions of $9,000,000 ($10,350,000 if the Underwriters exercise of their option to purchase the Over-allotment Option) Optional Units in full), for the benefit of the public stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, that the Company may disburse monies from the Trust Account only (i) to the holders of the IPO shares public stockholders in the event they elect to redeem convert their IPO Shares Units (as defined in connection with Section 3(ff) below) or the consummation of a Business Transaction, Company liquidates or (ii) to the holders of the IPO Shares if the Company fails to consummate after it consummates a Business Transaction within 15 months from the date of the ProspectusCombination, or (iii) to the Company after or concurrently with the consummation of a Business Transaction and (b) for and in consideration of the Company (i) agreeing to evaluate such Target Business for purposes of consummating a Business Transaction Combination with it or (ii) agreeing to engage the services of the vendor, as the case may beit, such Target or vendor Business agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (the “ClaimClaims”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be Notwithstanding the foregoing, in the form attached hereto as Exhibits A and B respectively. The event any Target Business refuses to acknowledge in writing that it does not have any rights, title, interest or claims of any kind in or to any monies in the Trust Account, the Company may forego obtaining nonetheless commence its due diligence investigations of such waivers Target Business if and only if the Company’s management determines in good faith that the Company shall have received the approval of its Chief Executive Officer and the approving vote or written consent of at least would be unable to obtain, on a majority of its Board of Directors. The term “IPO Shares” means the shares of Common Stock contained in the Public Securitiesreasonable basis, substantially similar opportunities from another entity willing to execute such a waiver.

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will use not commence its reasonable best efforts prior to engaging in discussions with due diligence investigation of any person or entity with operating business which the Company seeks to consummate a Business Transaction acquire (the “TargetTarget Business”) or obtaining unless and until the services of any vendor Company has used its reasonable best efforts to cause such Target Business to acknowledge in writing writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the a Trust Account, initially in an amount of $50,000,000 200,000,000 (without giving effect $229,193,750 if the Underwriters exercise their option to any purchase the Optional Units in full), including deferred underwriting discounts and commissions of $8,625,000 ($9,918,750 if the Underwriters exercise of their option to purchase the Over-allotment Option) Optional Units in full), for the benefit of the public stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, that the Company may disburse monies from the Trust Account only (i) to the holders of the IPO shares public stockholders in the event they elect to redeem convert their IPO Shares Units (as defined in connection with Section 3(ff) below) or the consummation of a Business Transaction, Company liquidates or (ii) to the holders of the IPO Shares if the Company fails to consummate after it consummates a Business Transaction within 15 months from the date of the ProspectusCombination, or (iii) to the Company after or concurrently with the consummation of a Business Transaction and (b) for and in consideration of the Company (i) agreeing to evaluate such Target Business for purposes of consummating a Business Transaction Combination with it or (ii) agreeing to engage the services of the vendor, as the case may beit, such Target or vendor Business agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (the “ClaimClaims”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be Notwithstanding the foregoing, in the form attached hereto as Exhibits A and B respectively. The event any Target Business refuses to acknowledge in writing that it does not have any rights, title, interest or claims of any kind in or to any monies in the Trust Account, the Company may forego obtaining nonetheless commence its due diligence investigations of such waivers Target Business if and only if the Company’s management determines in good faith that the Company shall have received the approval of its Chief Executive Officer and the approving vote or written consent of at least would be unable to obtain, on a majority of its Board of Directors. The term “IPO Shares” means the shares of Common Stock contained in the Public Securitiesreasonable basis, substantially similar opportunities from another entity willing to execute such a waiver.

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will use not commence its reasonable best efforts prior to engaging in discussions with due diligence investigation of any person or entity with operating business which the Company seeks to consummate a Business Transaction acquire (the “TargetTarget Business”) or obtaining the services of any vendor to acknowledge unless and until such Target Business acknowledges in writing writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the a Trust Account, initially in an amount of $50,000,000 519,948,608 (without giving effect $592,923,608 if the Underwriters exercise their option to any purchase the Optional Units in full), including deferred underwriting discounts and commissions of $19,000,000 ($21,850,000 if the Underwriters exercise of their option to purchase the Over-allotment Option) Optional Units in full), for the benefit of the public stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, that the Company may disburse monies from the Trust Account only (i) to the holders of the IPO shares public stockholders in the event they elect to redeem convert their IPO Shares Units (as defined in connection with Section 3(ee)) or the consummation of a Business TransactionCompany liquidates, (ii) to the holders Company for the payment of the IPO Shares if Company’s income tax liability associated with the Company fails to consummate a Business Transaction within 15 months from interest income earned on amounts held in the date of the ProspectusTrust Account, or (iii) to the Company out of interest income earned up to $6,000,000, after taxes, to fund the Company’s working capital requirements or concurrently with (iv) to the consummation of Company after it consummates a Business Transaction Combination and (b) for and in consideration of the Company (i) agreeing to evaluate such Target Business for purposes of consummating a Business Transaction Combination with it or (ii) agreeing to engage the services of the vendor, as the case may beit, such Target or vendor Business agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (the “ClaimClaims”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be Notwithstanding the foregoing, in the form attached hereto as Exhibits A and B respectively. The event any Target Business refuses to acknowledge in writing that it does not have any rights, title, interest or claims of any kind in or to any monies in the Trust Account, the Company may forego obtaining nonetheless commence its due diligence investigations of such waivers Target Business if and only if the Company’s management determines in good faith that the Company shall have received the approval of its Chief Executive Officer and the approving vote or written consent of at least would be unable to obtain, on a majority of its Board of Directors. The term “IPO Shares” means the shares of Common Stock contained in the Public Securitiesreasonable basis, substantially similar opportunities from another entity willing to execute such a waiver.

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will use its reasonable best efforts prior to engaging in discussions with any person or entity with which the Company seeks to consummate a Business Transaction Combination (“Target”) or prior to the Company obtaining the services of any vendor to acknowledge in writing whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $50,000,000 ● (without giving effect to any exercise of the Over-allotment Option) for the benefit of the public stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only (i) to the holders of the IPO shares Public Common Stock in the event they elect to redeem their IPO Shares shares of Public Common Stock in connection with the consummation of a Business TransactionCombination, (ii) to the holders of the IPO Shares Public Common Stock if the Company fails to consummate a Business Transaction Combination within 15 (x) 18 months from the date of the ProspectusProspectus or (y) 24 months from the date of the Prospectus if the Company has executed a definitive agreement for a Business Combination within such 18-month period, or (iii) to the Company after or concurrently with the consummation of a Business Transaction Combination and (b) for and in consideration (i) of the Company (i) agreeing to evaluate such Target for purposes of consummating a Business Transaction Combination with it or (ii) of the Company agreeing to engage the services of the vendor, as the case may be, such Target or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibits A and B respectively. The Company may forego obtaining such waivers only if the Company shall have received the approval of its Chief Executive Officer and the approving vote or written consent of at least a majority of its Board of Directors. The term “IPO Shares” means the shares of Common Stock contained in the Public Securities.

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will use its reasonable best efforts prior to engaging in discussions with any person or entity with which the Company seeks to consummate a Business Transaction Combination (“Target”) or obtaining the services of any vendor to acknowledge in writing whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing, that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $50,000,000 6,600,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the public stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only (i) to the holders of the IPO shares in the event they elect to redeem their IPO Shares in connection with the consummation of a Business Transaction, (ii) to the holders of the IPO Shares if the Company fails to consummate a Business Transaction Combination within 15 24 months from the date of the Prospectus, or (iiiii) to the Company and any redeeming shareholders after or concurrently with the consummation of a Business Transaction Combination and (b) for and in consideration of the Company (i) agreeing to evaluate such Target for purposes of consummating a Business Transaction Combination with it or (ii) agreeing to engage the services of the vendor, as the case may be, such Target or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibits A and B respectively. The Company may forego obtaining such waivers only if the Company shall have received the approval of its Chief Executive Officer and the approving vote or written consent of at least a majority of its Board of Directors. The term “IPO Shares” means the shares of Common Stock Ordinary Shares contained in the Public Securities.

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will use not commence its reasonable best efforts prior to engaging due diligence investigation of any operating business in discussions with any person or entity with the technology-related sector which the Company seeks to consummate acquire (each a Business Transaction (“Target”"Target Business") or obtaining obtain the services of any vendor to acknowledge or other third party unless and until such Target Business, vendor, or other third party acknowledges in writing writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $50,000,000 34,800,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the public stockholders and that, except for a portion of the interest earned on the amounts held who purchase Units in the Trust Account, Offering or securities in the open market following the Offering ("Public Stockholders") and that the Company may disburse monies from the Trust Account only (i) to the holders of the IPO shares Public Stockholders in the event they elect to redeem convert their IPO Shares (as described below in connection with the consummation of a Business TransactionSection 7.6), (ii) to the holders of Public Stockholders in the IPO Shares if event that the Company fails to consummate does not effect a Business Transaction Combination within 15 eighteen (18) months from the date consummation of the Offering (subject to extension for an additional 6-month period, as described in the Prospectus, ) or (iii) to the Company and the Underwriters after or concurrently with the consummation of it consummates a Business Transaction Combination and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business for purposes of consummating a Business Transaction Combination with it or (ii2) agreeing to engage the services of the vendorvendor or other third party, as the case may be, such Target Business, vendor or vendor other third party agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (“"Claim”") and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibits A and B respectively. The Company may forego obtaining such waivers only if the Company shall have received the approval of its Chief Executive Officer and the approving vote or written consent of at least a majority of its Board of Directors. The term “IPO Shares” means the shares of Common Stock contained in the Public Securities.

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will use its reasonable best efforts prior to engaging in discussions with any person or entity with which the Company seeks to consummate a Business Transaction (“Target”) or obtaining the services of any vendor to acknowledge in writing whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing, that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $50,000,000 60,000,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the public stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only (i) to the holders of the IPO shares in the event they elect to redeem their IPO Shares in connection with the consummation of a Business Transaction, (ii) to the holders of the IPO Shares if the Company fails to consummate a Business Transaction within 15 19 months from the date of the Prospectus, or (iiiii) to the Company and any redeeming shareholders after or concurrently with the consummation of a Business Transaction and (b) for and in consideration of the Company (i) agreeing to evaluate such Target for purposes of consummating a Business Transaction with it or (ii) agreeing to engage the services of the vendor, as the case may be, such Target or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibits A and B respectively. The Company may forego obtaining such waivers only if the Company shall have received the approval of its Chief Executive Officer and the approving vote or written consent of at least a majority of its Board of Directors. The term “IPO Shares” means the shares of Common Stock contained in the Public Securities.

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will use not commence its reasonable best efforts prior to engaging in discussions with due diligence investigation of any person or entity with operating business which the Company seeks to consummate a Business Transaction acquire (the “TargetTarget Business”) or obtaining unless and until the services of any vendor Company has used its reasonable best efforts to cause such Target Business to acknowledge in writing writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the a Trust Account, initially in an amount of $50,000,000 197,375,000 (without giving effect $226,325,000 if the Underwriters exercise their option to any purchase the Optional Units in full), including deferred underwriting discounts and commissions of $7,000,000 ($8,050,000 if the Underwriters exercise of their option to purchase the Over-allotment Option) Optional Units in full), for the benefit of the public stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, that the Company may disburse monies from the Trust Account only (i) to the holders of the IPO shares public stockholders in the event they elect to redeem convert their IPO Shares Units (as defined in connection with Section 3(dd) below) or the consummation of a Business Transaction, Company liquidates or (ii) to the holders of the IPO Shares if the Company fails to consummate after it consummates a Business Transaction within 15 months from the date of the ProspectusCombination, or (iii) to the Company after or concurrently with the consummation of a Business Transaction and (b) for and in consideration of the Company (i) agreeing to evaluate such Target Business for purposes of consummating a Business Transaction Combination with it or (ii) agreeing to engage the services of the vendor, as the case may beit, such Target or vendor Business agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (the “ClaimClaims”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be Notwithstanding the foregoing, in the form attached hereto as Exhibits A and B respectively. The event any Target Business refuses to acknowledge in writing that it does not have any rights, title, interest or claims of any kind in or to any monies in the Trust Account, the Company may forego obtaining nonetheless commence its due diligence investigations of such waivers Target Business if and only if the Company’s management determines in good faith that the Company shall have received the approval of its Chief Executive Officer and the approving vote or written consent of at least would be unable to obtain, on a majority of its Board of Directors. The term “IPO Shares” means the shares of Common Stock contained in the Public Securitiesreasonable basis, substantially similar opportunities from another entity willing to execute such a waiver.

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will use not commence its reasonable best efforts prior to engaging in discussions with due diligence investigation of any person or entity with operating business which the Company seeks to consummate a Business Transaction acquire (the “TargetTarget Business”) or obtaining the services of any vendor to acknowledge unless and until such Target Business acknowledges in writing writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the a Trust Account, initially in an amount of $50,000,000 395,500,000 (without giving effect $453,700,000 if the Underwriters exercise their option to any purchase the Optional Units in full), including deferred underwriting discounts and commissions of $11,400,000 ($13,200,000 if the Underwriters exercise of their option to purchase the Over-allotment Option) Optional Units in full), for the benefit of the public stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, that the Company may disburse monies from the Trust Account only (i) to the holders of the IPO shares public stockholders in the event they elect to redeem convert their IPO Shares Units (as defined in connection with Section 3(ee) below) or the consummation of a Business Transaction, Company liquidates or (ii) to the holders of the IPO Shares if the Company fails to consummate after it consummates a Business Transaction within 15 months from the date of the ProspectusCombination, or (iii) to the Company after or concurrently with the consummation of a Business Transaction and (b) for and in consideration of the Company (i) agreeing to evaluate such Target Business for purposes of consummating a Business Transaction Combination with it or (ii) agreeing to engage the services of the vendor, as the case may beit, such Target or vendor Business agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (the “ClaimClaims”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be Notwithstanding the foregoing, in the form attached hereto as Exhibits A and B respectively. The event any Target Business refuses to acknowledge in writing that it does not have any rights, title, interest or claims of any kind in or to any monies in the Trust Account, the Company may forego obtaining nonetheless commence its due diligence investigations of such waivers Target Business if and only if the Company’s management determines in good faith that the Company shall have received the approval of its Chief Executive Officer and the approving vote or written consent of at least would be unable to obtain, on a majority of its Board of Directors. The term “IPO Shares” means the shares of Common Stock contained in the Public Securitiesreasonable basis, substantially similar opportunities from another entity willing to execute such a waiver.

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will use its reasonable best efforts prior to engaging in discussions with any person or entity with which the Company seeks to consummate a Business Transaction Combination (“Target”) or prior to the Company obtaining the services of any vendor to acknowledge in writing whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $50,000,000 $ [•] (without giving effect to any exercise of the Over-allotment Option) for the benefit of the public stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only (i) to the holders of the IPO shares Public Common Stock in the event they elect to redeem their IPO Shares shares of Public Common Stock in connection with the consummation of a Business TransactionCombination or seek to sell their shares to the Company prior to the consummation of a Business Combination, (ii) to the holders of the IPO Shares Public Common Stock if the Company fails to consummate a Business Transaction Combination within 15 21 months from the date of Closing Date (or 24 months if the ProspectusCompany has executed a definitive agreement for a Business Combination within 21 months from the Closing Date but has not completed such Business Combination by such date), or (iii) to the Company after or concurrently with the consummation of a Business Transaction Combination and (b) for and in consideration (i) of the Company (i) agreeing to evaluate such Target for purposes of consummating a Business Transaction Combination with it or (ii) of the Company agreeing to engage the services of the vendor, as the case may be, such Target or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (“Claim“ Claim ”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibits A and B respectively. The Company may forego obtaining such waivers only if the Company shall have received the approval of its Chief Executive Officer and the approving vote or written consent of at least a majority of its Board of Directors. The term “IPO Shares” means the shares of Common Stock contained in the Public Securities.

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will use not commence its reasonable best efforts prior to engaging in discussions with due diligence investigation of any person or entity with operating business which the Company seeks to consummate a Business Transaction acquire (the “TargetTarget Business”) or obtaining unless and until the services of any vendor Company has used its reasonable best efforts to cause such Target Business to acknowledge in writing writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the a Trust Account, initially in an amount of $50,000,000 196,075,000 (without giving effect $224,875,000 if the Underwriters exercise their option to any purchase the Optional Units in full), including deferred underwriting discounts and commissions of $6,000,000 ($6,900,000 if the Underwriters exercise of their option to purchase the Over-allotment Option) Optional Units in full), for the benefit of the public stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, that the Company may disburse monies from the Trust Account only (i) to the holders of the IPO shares public stockholders in the event they elect to redeem convert their IPO Shares Units (as defined in connection with Section 3(ff) below) or the consummation of a Business Transaction, Company liquidates or (ii) to the holders of the IPO Shares if the Company fails to consummate after it consummates a Business Transaction within 15 months from the date of the ProspectusCombination, or (iii) to the Company after or concurrently with the consummation of a Business Transaction and (b) for and in consideration of the Company (i) agreeing to evaluate such Target Business for purposes of consummating a Business Transaction Combination with it or (ii) agreeing to engage the services of the vendor, as the case may beit, such Target or vendor Business agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (the “ClaimClaims”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be Notwithstanding the foregoing, in the form attached hereto as Exhibits A and B respectively. The event any Target Business refuses to acknowledge in writing that it does not have any rights, title, interest or claims of any kind in or to any monies in the Trust Account, the Company may forego obtaining nonetheless commence its due diligence investigations of such waivers Target Business if and only if the Company’s management determines in good faith that the Company shall have received the approval of its Chief Executive Officer and the approving vote or written consent of at least would be unable to obtain, on a majority of its Board of Directors. The term “IPO Shares” means the shares of Common Stock contained in the Public Securitiesreasonable basis, substantially similar opportunities from another entity willing to execute such a waiver.

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will use its reasonable best efforts prior to engaging in discussions with any person or entity with which the Company seeks to consummate a Business Transaction (“Target”) or obtaining the services of any vendor to acknowledge in writing whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing, that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $50,000,000 48,750,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the public stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only (i) to the holders of the IPO shares public stockholders in the event they elect to redeem their IPO Shares in connection with the consummation of a Business TransactionShares, (ii) to the holders of the IPO Shares upon the liquidation of the Company if the Company fails to consummate a Business Transaction within 15 months from the date of the ProspectusTransaction, or (iii) to the Company after or concurrently with the consummation of a Business Transaction and (b) for and in consideration of the Company (i) agreeing to evaluate such Target for purposes of consummating a Business Transaction with it or (ii) agreeing to engage the services of the vendor, as the case may be, such Target or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibits A and B respectively. The Company may forego obtaining such waivers only if the Company shall have received the approval of its Chief Executive Officer and the approving vote or written consent of at least a majority of its Board of Directors. The term “IPO Shares” means the shares of Common Stock contained in the Public Securities.

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will use its reasonable best efforts prior to engaging in discussions with any person or entity with which the Company seeks to consummate a Business Transaction Combination (“Target“ Target ”) or prior to the Company obtaining the services of any vendor to acknowledge in writing whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $50,000,000 $ [•] (without giving effect to any exercise of the Over-allotment Option) for the benefit of the public stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only (i) to the holders of the IPO shares Public Common Stock in the event they elect to redeem their IPO Shares shares of Public Common Stock in connection with the consummation of a Business TransactionCombination, (ii) to the holders of the IPO Shares Public Common Stock if the Company fails to consummate a Business Transaction Combination within 15 21 months from the date Closing Date (notwithstanding anything herein to the contrary, the Company may not disburse monies from the Trust Account in connection with the consummation of a Business Combination without the written consent of the ProspectusRepresentative), or (iii) to the Company after or concurrently with the consummation of a Business Transaction Combination and (b) for and in consideration (i) of the Company (i) agreeing to evaluate such Target for purposes of consummating a Business Transaction Combination with it or (ii) of the Company agreeing to engage the services of the vendor, as the case may be, such Target or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (“Claim“ Claim ”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibits A and B respectively. The Company may forego obtaining such waivers only if the Company shall have received the approval of its Chief Executive Officer and the approving vote or written consent of at least a majority of its Board of Directors. The term “IPO Shares” means the shares of Common Stock contained in the Public Securities.

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will use its reasonable best efforts prior to engaging in discussions with any person or entity with operating business which the Company seeks to consummate a Business Transaction acquire (“TargetTarget Business”) or obtaining the services of any vendor vendor, service providers and providers of financing to acknowledge in writing whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing, that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $50,000,000 24,480,000 including Deferred Fees and proceeds of the Private Placement (without giving effect to any exercise of the Over-allotment Option) for the benefit of the public stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only (i) to the holders of the IPO shares public stockholders in the event they vote against the “extended period” (as such term is defined in the Registration Statement) and/or a Business Combination and, in either case, elect to redeem their IPO Shares (as defined below in connection with the consummation of a Business Transaction, Section 8.5); (ii) to the holders of the IPO Shares upon the liquidation of the Company if the Company fails to consummate a Business Transaction within 15 months from the date of the Prospectus, or Combination; (iii) to the Company and the Underwriters after or concurrently with the consummation of a Business Transaction Combination; or (iv) to the Company to pay for its income taxes or other working capital requirements and (b) for and in consideration of the Company (i) agreeing to evaluate such Target Business for purposes of consummating a Business Transaction Combination with it or (ii) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibits A and B B, respectively. The Company may forego obtaining such waivers only if the Company shall have received the approval of its Chief Executive Officer and the approving vote or written consent of at least a majority of its Board of Directors. The term “IPO Shares” means the shares of Common Stock contained in the Public Securities.

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will use its reasonable best efforts prior to engaging in discussions with any person or entity with operating business which the Company seeks to consummate a Business Transaction acquire (“TargetTarget Business”) or obtaining the services of any vendor to acknowledge in writing whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing, that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $50,000,000 36,000,000 including Deferred Fees and proceeds of the Private Placement (without giving effect to any exercise of the Over-allotment Option) for the benefit of the public stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only (i) to the holders of the IPO shares public stockholders in the event they vote against a Business Combination and elect to redeem their IPO Shares (as defined below in connection with the consummation of a Business Transaction, Section 8.5); (ii) to the holders of the IPO Shares upon the liquidation of the Company if the Company fails to consummate a Business Transaction within 15 months from the date of the Prospectus, or Combination; (iii) to the Company after or concurrently with the consummation of a Business Transaction Combination; or (iv) to the Company to pay for its income taxes or other working capital requirements and (b) for and in consideration of the Company (i) agreeing to evaluate such Target Business for purposes of consummating a Business Transaction Combination with it or (ii) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibits A and B B, respectively. The Company may forego obtaining such waivers only if the Company shall have received the approval of its Chief Executive Officer and the approving vote or written consent of at least a majority of its Board of Directors. The term “IPO Shares” means the shares of Common Stock contained in the Public Securities.

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will use its reasonable best efforts prior to engaging in discussions with any person or entity with which the Company seeks to consummate a Business Transaction Combination (“Target“ Target ”) or prior to the Company obtaining the services of any vendor to acknowledge in writing whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $50,000,000 $ [•] (without giving effect to any exercise of the Over-allotment Option) for the benefit of the public stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only (i) to the holders of the IPO shares Public Common Stock in the event they elect to redeem their IPO Shares shares of Public Common Stock in connection with the consummation of a Business TransactionCombination, (ii) to the holders of the IPO Shares Public Common Stock if the Company fails to consummate a Business Transaction Combination within 15 18 months from the date Closing Date (notwithstanding anything herein to the contrary, the Company may not disburse monies from the Trust Account in connection with the consummation of a Business Combination without the written consent of the ProspectusRepresentative), or (iii) to the Company after or concurrently with the consummation of a Business Transaction Combination and (b) for and in consideration (i) of the Company (i) agreeing to evaluate such Target for purposes of consummating a Business Transaction Combination with it or (ii) of the Company agreeing to engage the services of the vendor, as the case may be, such Target or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (“Claim“ Claim ”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibits A and B respectively. The Company may forego obtaining such waivers only if the Company shall have received the approval of its Chief Executive Officer and the approving vote or written consent of at least a majority of its Board of Directors. The term “IPO Shares” means the shares of Common Stock contained in the Public Securities.

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will use its reasonable best efforts prior to engaging in discussions with any person or entity with operating business which the Company seeks to consummate a Business Transaction acquire (“TargetTarget Business”) or obtaining the services of any vendor to acknowledge in writing whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing, that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $50,000,000 35,460,000 including Deferred Fees (without giving effect to any exercise of the Over-allotment Option) for the benefit of the public stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only (i) to the holders of the IPO shares public stockholders in the event they vote against a Business Combination and elect to redeem their IPO Shares (as defined below in connection with the consummation of a Business Transaction, Section 8.5); (ii) to the holders of the IPO Shares upon the liquidation of the Company if the Company fails to consummate a Business Transaction within 15 months from the date of the Prospectus, or Combination; (iii) to the Company after or concurrently with the consummation of a Business Transaction Combination; or (iv) to the Company to pay for its income taxes or other working capital requirements and (b) for and in consideration of the Company (i) agreeing to evaluate such Target Business for purposes of consummating a Business Transaction Combination with it or (ii) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibits A and B B, respectively. The Company may forego obtaining such waivers only if the Company shall have received the approval of its Chief Executive Officer and the approving vote or written consent of at least a majority of its Board of Directors. The term “IPO Shares” means the shares of Common Stock contained in the Public Securities.

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will use its reasonable best efforts prior to engaging in discussions with any person or entity with which the Company seeks to consummate a Business Transaction Combination (“Target”) or prior to the Company or the Security Corp obtaining the services of any vendor to acknowledge in writing whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $50,000,000 [•] (without giving effect to any exercise of the Over-allotment Option) for the benefit of the public stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only (i) to the holders of the IPO shares Public Common Stock in the event they elect to redeem their IPO Shares shares of Public Common Stock in connection with the consummation of a Business TransactionCombination, (ii) to the holders of the IPO Shares Public Common Stock if the Company fails to consummate a Business Transaction Combination within 15 18 months from the date of the Prospectus, or (iii) to the Company after or concurrently with the consummation of a Business Transaction Combination and (b) for and in consideration (i) of the Company (i) agreeing to evaluate such Target for purposes of consummating a Business Transaction Combination with it or (ii) of the Company or the Security Corp agreeing to engage the services of the vendor, as the case may be, such Target or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company or the Security Corp and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibits A and B respectively. The Company may forego obtaining such waivers only if the Company shall have received the approval of its Chief Executive Officer and the approving vote or written consent of at least a majority of its Board of Directors. The term “IPO Shares” means the shares of Common Stock contained in the Public Securities.

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will use not commence its reasonable best efforts prior to engaging in discussions with due diligence investigation of any person or entity with operating business which the Company seeks to consummate a Business Transaction acquire (the “TargetTarget Business”) or obtaining the services of any vendor to acknowledge unless and until such Target Business acknowledges in writing writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the a Trust Account, initially in an amount of $50,000,000 296,450,589 (without giving effect $339,875,589 if the Underwriters exercise their option to any purchase the Optional Units in full), including deferred underwriting discounts and commissions of $10,500,000 ($12,075,000 if the Underwriters exercise of their option to purchase the Over-allotment Option) Optional Units in full), for the benefit of the public stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, that the Company may disburse monies from the Trust Account only (i) to the holders of the IPO shares public stockholders in the event they elect to redeem convert their IPO Shares Units (as defined in connection with Section 3(ff) below) or the consummation of a Business Transaction, Company liquidates or (ii) to the holders of the IPO Shares if the Company fails to consummate after it consummates a Business Transaction within 15 months from the date of the ProspectusCombination, or (iii) to the Company after or concurrently with the consummation of a Business Transaction and (b) for and in consideration of the Company (i) agreeing to evaluate such Target Business for purposes of consummating a Business Transaction Combination with it or (ii) agreeing to engage the services of the vendor, as the case may beit, such Target or vendor Business agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (the “ClaimClaims”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be Notwithstanding the foregoing, in the form attached hereto as Exhibits A and B respectively. The event any Target Business refuses to acknowledge in writing that it does not have any rights, title, interest or claims of any kind in or to any monies in the Trust Account, the Company may forego obtaining nonetheless commence its due diligence investigations of such waivers Target Business if and only if the Company’s management determines in good faith that the Company shall have received the approval of its Chief Executive Officer and the approving vote or written consent of at least would be unable to obtain, on a majority of its Board of Directors. The term “IPO Shares” means the shares of Common Stock contained in the Public Securitiesreasonable basis, substantially similar opportunities from another entity willing to execute such a waiver.

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will use not commence its reasonable best efforts prior to engaging in discussions with due diligence investigation of any person or entity with operating business which the Company seeks to consummate a Business Transaction acquire (the “TargetTarget Business”) or obtaining unless and until the services of any vendor Company has used its reasonable best efforts to cause such Target Business to acknowledge in writing writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the a Trust Account, initially in an amount of $50,000,000 197,950,000 (without giving effect $227,050,000 if the Underwriters exercise their option to any purchase the Optional Units in full), including deferred underwriting discounts and commissions of $8,000,000 ($9,200,000 if the Underwriters exercise of their option to purchase the Over-allotment Option) Optional Units in full), for the benefit of the public stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, that the Company may disburse monies from the Trust Account only (i) to the holders of the IPO shares public stockholders in the event they elect to redeem convert their IPO Shares (as defined in connection with Section 3(dd) below) or the consummation of a Business Transaction, Company liquidates or (ii) to the holders of the IPO Shares if the Company fails to consummate after it consummates a Business Transaction within 15 months from the date of the ProspectusCombination, or (iii) to the Company after or concurrently with the consummation of a Business Transaction and (b) for and in consideration of the Company (i) agreeing to evaluate such Target Business for purposes of consummating a Business Transaction Combination with it or (ii) agreeing to engage the services of the vendor, as the case may beit, such Target or vendor Business agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (the “ClaimClaims”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be Notwithstanding the foregoing, in the form attached hereto as Exhibits A and B respectively. The event any Target Business refuses to acknowledge in writing that it does not have any Claim of any kind in or to any monies in the Trust Account, the Company may forego obtaining nonetheless commence its due diligence investigations of such waivers Target Business if and only if the Company’s management determines in good faith that the Company shall have received the approval of its Chief Executive Officer and the approving vote or written consent of at least would be unable to obtain, on a majority of its Board of Directors. The term “IPO Shares” means the shares of Common Stock contained in the Public Securitiesreasonable basis, substantially similar opportunities from another entity willing to execute such a waiver.

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will use its reasonable best efforts prior to engaging in discussions with commencing any person or entity with due diligence investigation of any operating business which the Company seeks to consummate acquire (each a Business Transaction (“Target”"Target Business") or obtaining the services of any vendor or other third party, it will use commercially reasonable efforts to acknowledge in writing obtain a written acknowledgement from such Target Business, vendor, or other third party, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $50,000,000 72,382,517 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the public stockholders Public Stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, that the Company may disburse monies from the Trust Account only (i) to the holders of the IPO shares Public Stockholders in the event they elect to redeem convert their IPO Shares (described below in connection with the consummation of a Business TransactionSection 7.7), (ii) to the holders of Public Stockholders in the IPO Shares if event that the Company fails to consummate does not effect a Business Transaction Combination within 15 18 months from the date consummation of this Offering (subject to extension for an additional 6-month period, as described in the Prospectus, ) or (iii) to the Company after or concurrently with the consummation of it consummates a Business Transaction Combination and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business for purposes of consummating a Business Transaction Combination with it or (ii2) agreeing to engage the services of the vendorvendor or other third party, as the case may be, such Target Business, vendor or vendor other third party agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (“"Claim”") and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be In the event any Target Business, vendor or other third party refuses to acknowledge in writing that it does not have any rights, title, interest or claims of any kind in or to any monies in the form attached hereto as Exhibits A and B respectively. The Trust Account, the Company may forego obtaining nonetheless commence its due diligence investigations of such waivers Target Business or obtain the services of any such vendor or third party if and only if the Company's board of directors determines in good faith after due inquiry that the Company shall have received the approval of its Chief Executive Officer and the approving vote would be unable to obtain, on a reasonable basis, substantially similar services or written consent of at least opportunities from another entity willing to execute such a majority of its Board of Directors. The term “IPO Shares” means the shares of Common Stock contained in the Public Securitieswaiver.

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will use not commence its reasonable best efforts prior to engaging due diligence investigation of any operating business in discussions with any person the media, digital media or entity with technology industries which the Company seeks to consummate a Business Transaction acquire (the “TargetTarget Business”) or obtaining the services of any vendor to acknowledge unless and until such Target Business acknowledges in writing writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the a Trust Account, initially in an amount of $50,000,000 (without giving effect to any exercise of the Over-allotment Option) 118,000,004 for the benefit of the public stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, that the Company may disburse monies from the Trust Account trust account only (i) to the holders of the IPO shares public stockholders in the event they elect to redeem convert their IPO Shares (as defined in connection with Section 3(x)) or the consummation of a Business Transaction, Company liquidates or (ii) to the holders of the IPO Shares if the Company fails to consummate after it consummates a Business Transaction within 15 months from the date of the Prospectus, or (iii) to the Company after or concurrently with the consummation of a Business Transaction Combination and (b) for and in consideration of the Company (i) agreeing to evaluate such Target Business for purposes of consummating a Business Transaction Combination with it or (ii) agreeing to engage the services of the vendor, as the case may beit, such Target or vendor Business agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (the “ClaimClaims”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be Notwithstanding the foregoing, in the form attached hereto as Exhibits A and B respectively. The event any Target Business refuses to acknowledge in writing that it does not have any rights, title, interest or claims of any kind in or to any monies in the Trust Account, the Company may forego obtaining nonetheless commence its due diligence investigations of such waivers Target Business if and only if the Company’s management determines in good faith that the Company shall have received the approval of its Chief Executive Officer and the approving vote or written consent of at least would be unable to obtain, on a majority of its Board of Directors. The term “IPO Shares” means the shares of Common Stock contained in the Public Securitiesreasonable basis, substantially similar opportunities from another entity willing to execute such a waiver.

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will use not commence its reasonable best efforts prior to engaging due diligence investigation of any operating business in discussions with any person or entity with the media and advertising industry in China which the Company seeks to consummate acquire (each a Business Transaction (“TargetTarget Business”) or obtaining obtain the services of any vendor to acknowledge or other third party unless and until such Target Business, vendor, or other third party acknowledges in writing writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $50,000,000 54,000,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the public stockholders Public Stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, that the Company may disburse monies from the Trust Account only (i) to the holders of the IPO shares Public Stockholders in the event they elect to redeem convert their IPO Shares (described below in connection with the consummation of a Business TransactionSection 7.7), (ii) to the holders of Public Stockholders in the IPO Shares if event that the Company fails to consummate does not effect a Business Transaction Combination within 15 18 months from the date consummation of this Offering (subject to extension for an additional 6-month period, as described in the Prospectus, ) or (iii) to the Company after or concurrently with the consummation of it consummates a Business Transaction Combination and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business for purposes of consummating a Business Transaction Combination with it or (ii2) agreeing to engage the services of the vendorvendor or other third party, as the case may be, such Target Business, vendor or vendor other third party agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be Notwithstanding the foregoing, in the form attached hereto as Exhibits A and B respectively. The event any Target Business, vendor or other third party refuses to acknowledge in writing that it does not have any rights, title, interest or claims of any kind in or to any monies in the Trust Account, the Company may forego obtaining nonetheless commence its due diligence investigations of such waivers Target Business or obtain the services of any such vendor or third party if and only if the Company’s board of directors determines in good faith after due inquiry that the Company shall have received the approval of its Chief Executive Officer and the approving vote would be unable to obtain, on a reasonable basis, substantially similar services or written consent of at least opportunities from another entity willing to execute such a majority of its Board of Directors. The term “IPO Shares” means the shares of Common Stock contained in the Public Securitieswaiver.

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will use its reasonable best efforts prior to engaging in discussions with any person or entity with which the Company seeks to consummate a Business Transaction (“Target”) or obtaining the services of any vendor to acknowledge in writing whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing, that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $50,000,000 48,480,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the public stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only (i) to the holders of the IPO shares in the event they elect to redeem their IPO Shares in connection with the consummation of a Business Transaction, (ii) to the holders of the IPO Shares if the Company fails to consummate a Business Transaction within 15 19 months from the date of the Prospectus, or (iiiii) to the Company and any redeeming shareholders after or concurrently with the consummation of a Business Transaction and (b) for and in consideration of the Company (i) agreeing to evaluate such Target for purposes of consummating a Business Transaction with it or (ii) agreeing to engage the services of the vendor, as the case may be, such Target or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibits A and B respectively. The Company may forego obtaining such waivers only if the Company shall have received the approval of its Chief Executive Officer and the approving vote or written consent of at least a majority of its Board of Directors. The term “IPO Shares” means the shares of Common Stock contained in the Public Securities.

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will use not commence its reasonable best efforts prior to engaging due diligence investigation of any operating business in discussions with any person or entity with the business services industry which the Company seeks to consummate a Business Transaction acquire (the “TargetTarget Business”) or obtaining the services of any vendor to acknowledge unless and until such Target Business acknowledges in writing writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the a Trust Account, initially in an amount of $50,000,000 (without giving effect to any exercise 98,500,000, including deferred underwriting discounts and commissions of the Over-allotment Option) $3,700,000 for the benefit of the public stockholders and that, except for a portion of that the interest earned on the amounts held in the Trust Account, the Company trustee may disburse monies from the Trust Account only (i) to the holders of the IPO shares public stockholders in the event they elect to redeem convert their IPO Shares Units (as defined in connection with Section 3(bb)) or the consummation of a Business TransactionCompany liquidates, (ii) to the holders Company for the payment of the IPO Shares if Company’s income tax liability associated with the Company fails to consummate a Business Transaction within 15 months from interest income earned on amounts held in the date of the ProspectusTrust Account, or (iii) to the Company out of interest income earned up to $1.5 million, after tax, to fund the Company’s working capital requirements or concurrently with (iv) to the consummation of Company after it consummates a Business Transaction Combination and (b) for and in consideration of the Company (i) agreeing to evaluate such Target Business for purposes of consummating a Business Transaction Combination with it or (ii) agreeing to engage the services of the vendor, as the case may beit, such Target or vendor Business agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (the “ClaimClaims”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be Notwithstanding the foregoing, in the form attached hereto as Exhibits A and B respectively. The event any Target Business refuses to acknowledge in writing that it does not have any rights, title, interest or claims of any kind in or to any monies in the Trust Account, the Company may forego obtaining nonetheless commence its due diligence investigations of such waivers Target Business if and only if the Company’s management determines in good faith that the Company shall have received the approval of its Chief Executive Officer and the approving vote or written consent of at least would be unable to obtain, on a majority of its Board of Directors. The term “IPO Shares” means the shares of Common Stock contained in the Public Securitiesreasonable basis, substantially similar opportunities from another entity willing to execute such a waiver.