Common use of Trust Account Waiver Acknowledgment Clause in Contracts

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any operating business which the Company seeks to acquire (“Target Business”) or obtain the services of any vendor unless and until such Target Business or vendor acknowledges 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 $58,840,685 for the benefit of the public stockholders and that, except for a portion of the interest earned (net of taxes) on the amount held in the Trust Account, the Company may disburse monies from the Trust Account only (i) to the public stockholders in the event of the conversion of their shares or the dissolution and liquidation of the Trust Account as part of the Company’s plan of dissolution and liquidation or (ii) to the Company after, or concurrently with, the consummation of a Business Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2) 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 (a “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.

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any operating business in the business process industry which the Company seeks to acquire (the “Target Business”) or obtain the services of any vendor unless and until such Target Business or vendor acknowledges 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 a Trust Account, initially in an amount of $58,840,685 [•] ($[•] if the Underwriters exercise their option to purchase the Optional Units in full), including deferred underwriting discounts and commissions of $[•] ($[•] if the Underwriters exercise their option to purchase the Optional Units in full), for the benefit of the public stockholders and that, except for a portion of the interest earned (net of taxes) on the amount held in the Trust Account, that the Company may disburse monies from the Trust Account trust account only (i) to the public stockholders in the event of the conversion of they elect to convert their shares IPO Units (as defined in Section 3(ee)) or the dissolution and liquidation of the Trust Account as part of the Company’s plan of dissolution and liquidation Company liquidates or (ii) to the Company after, or concurrently with, the consummation of after it consummates a Business Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2) agreeing to engage the services of the vendor, as the case may beit, 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 (a 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 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 nonetheless commence its due diligence investigations of such Target Business if and Bonly if the Company’s management determines in good faith that the Company would be unable to obtain, respectivelyon a reasonable basis, substantially similar opportunities from another entity willing to execute such a waiver.

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will not commence use its due diligence investigation of reasonable best efforts prior to engaging in discussions with any operating business person or entity with which the Company seeks to acquire consummate a Business Transaction (“Target BusinessTarget”) or obtain obtaining the services of any vendor unless and until such Target Business or vendor acknowledges 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 Trust Account, initially in an amount of $58,840,685 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 (net of taxes) on the amount amounts held in the Trust Account, the Company may disburse monies from the Trust Account only (i) to the public stockholders holders of the IPO shares in the event they elect to redeem their IPO Shares in connection with the consummation of the conversion of their shares or the dissolution and liquidation of the Trust Account as part of the Company’s plan of dissolution and liquidation or a Business Transaction, (ii) to the holders of the IPO Shares if the Company afterfails to consummate a Business Transaction within 15 months from the date of the Prospectus, or (iii) to the Company after or concurrently with, with the consummation of a Business Combination Transaction and (b) for and in consideration of the Company (1i) agreeing to evaluate such Target Business for purposes of consummating a Business Combination Transaction with it or (2ii) 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 (a “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 not commence use its due diligence investigation of reasonable best efforts prior to engaging in discussions with any operating business which the Company seeks to acquire (““ Target Business”) or obtain obtaining the services of any vendor unless and until such Target Business or vendor acknowledges 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 Trust Account, initially in an amount of $58,840,685 35,550,000 (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 (net of taxes) on the amount amounts held in the Trust Account, the Company may disburse monies from the Trust Account only (i) to the public stockholders in the event of the conversion of they elect to redeem their shares or the dissolution and liquidation of the Trust Account IPO Shares (as part of the Company’s plan of dissolution and liquidation or defined below in Section 8.5), (ii) to the holders of the IPO Shares upon the liquidation of the Company afterif the Company fails to consummate a Business Combination, (iii) after or concurrently with, with the consummation of a Business Combination Combination, or (iv) to the Company only with respect to the interest income, net of taxes, to fund working capital and (b) for and in consideration of the Company (1i) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2ii) 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 (a ““ 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.

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any operating business in the business services industry which the Company seeks to acquire (the “Target Business”) or obtain the services of any vendor unless and until such Target Business or vendor acknowledges 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 a Trust Account, initially in an amount of $58,840,685 $ (including deferred underwriting discounts and commissions of $ for the benefit of the public stockholders stockholders) and that, except for a portion of that the interest earned (net of taxes) on the amount held in the Trust Account, the Company trustee may disburse monies from the Trust Account trust account only (i) to the public stockholders in the event of the conversion of they elect to convert their shares IPO Units (as defined in Section 3(bb)) or the dissolution and liquidation of the Trust Account as part of the Company’s plan of dissolution and liquidation or Company liquidates, (ii) to the Company afterfor the payment of the Company’s income tax liability associated with the interest income earned on amounts held in the Trust Account, (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 Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2) agreeing to engage the services of the vendor, as the case may beit, 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 (a 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 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 nonetheless commence its due diligence investigations of such Target Business if and Bonly if the Company’s management determines in good faith that the Company would be unable to obtain, respectivelyon a reasonable basis, substantially similar opportunities from another entity willing to execute such a waiver.

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will not commence use its due diligence investigation of reasonable best efforts prior to engaging in discussions with any operating business which the Company seeks to acquire (“Target Business”) or obtain obtaining the services of any vendor unless and until such Target Business or vendor acknowledges 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 Trust Account, initially in an amount of $58,840,685 49,500,000 (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 (net of taxes) on the amount amounts held in the Trust Account, the Company may disburse monies from the Trust Account only (i) to the public stockholders in the event of the conversion of they vote against a Business Combination and elect to redeem their shares or the dissolution and liquidation of the Trust Account IPO Shares (as part of the Company’s plan of dissolution and liquidation or defined below in Section 8.5), (ii) to the holders of the IPO Shares upon the liquidation of the Company afterif the Company fails to consummate a Business Combination, (iii) after or concurrently with, with the consummation of a Business Combination Combination, or (iv) to the Company only with respect to the interest income, net of taxes, to fund working capital and (b) for and in consideration of the Company (1i) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2ii) 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 (a “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.

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will not commence prior to commencing its due diligence investigation of any operating business Target Business which the Company seeks to acquire (“Target Business”) for its Initial Business Combination or obtain obtaining the services of any vendor unless and until third parties (including any vendors or other entities the Company engages after the Offering), it is required to cause the Target Business or third party to execute a waiver letter. If a Target Business or third party were to refuse to enter into such a waiver, the Company hereby agrees to enter into discussions with such Target Business or vendor acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges engage such third party only if the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands Company determines that the Company has established could not obtain, on a reasonable basis, substantially similar services or opportunities from another entity willing to enter into such a waiver. The Company’s executive officers have agreed that they will be personally liable to pay debts and obligations to a Target Business or third party that are owed money by the Trust Account, initially Company for services rendered or contracted for or products sold to the Company in an amount of $58,840,685 for the benefit excess of the public stockholders and that, except for a portion net proceeds of the interest earned (net of taxes) on the amount Offering not held in the Trust AccountAccount but only if, and to the Company may disburse monies from extent, that the debts and obligations would otherwise reduce the Trust Account only (i) proceeds payable to the public stockholders our Public Shareholders in the event of a liquidation (the conversion of their shares or “Officer Indemnity”). However, the dissolution and liquidation of the Trust Account as part of the Company’s plan of dissolution and liquidation or (ii) Officer Indemnity specifically provides for two exceptions to the Company after, or concurrently with, personal indemnity the consummation of executive officers have given: the executive officers will have no personal liability (i) as to any claimed amounts owed to a Business Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have third party who has executed an agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account (a “Claim”) and waives any Claim it may have in the future as a result oftrust account, or arising out of, (ii) as to any negotiations, contracts or agreements claims under the Company’s indemnity 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, respectivelyUnderwriters pursuant to Section 8 hereof.

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will not commence prior to commencing its due diligence investigation of any operating business Target Business which the Company seeks to acquire (“Target Business”) for its Initial Business Combination or obtain obtaining the services of any vendor unless and until third parties (including any vendors or other entities the Company engages after the Offering), it is required to cause the Target Business or third party to execute a waiver letter. If a Target Business or third party were to refuse to enter into such a waiver, the Company hereby agrees to enter into discussions with such Target Business or vendor acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges engage such third party only if the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands Company determines that the Company has established could not obtain, on a reasonable basis, substantially similar services or opportunities from another entity willing to enter into such a waiver. The Company’s executive officers have agreed that they will be personally liable to pay debts and obligations to a Target Business or third party that are owed money by the Trust Account, initially Company for services rendered or contracted for or products sold to the Company in an amount of $58,840,685 for the benefit excess of the public stockholders and that, except for a portion net proceeds of the interest earned (net of taxes) on the amount Offering not held in the Trust AccountAccount but only if, and to the Company may disburse monies from extent, that the debts and obligations would otherwise reduce the Trust Account only (i) proceeds payable to the public stockholders our Public Stockholders in the event of a liquidation (the conversion of their shares or “Officer Indemnity”). However, the dissolution and liquidation of the Trust Account as part of the Company’s plan of dissolution and liquidation or (ii) Officer Indemnity specifically provides for two exceptions to the Company after, or concurrently with, personal indemnity the consummation of executive officers have given: the executive officers will have no personal liability (i) as to any claimed amounts owed to a Business Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have third party who has executed a valid and enforceable agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account (a “Claim”) and waives any Claim it may have in the future as a result oftrust account, or arising out of, (ii) as to any negotiations, contracts or agreements claims under the Company’s indemnity 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, respectivelyUnderwriters pursuant to Section 8 hereof.

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will not commence use its due diligence investigation of reasonable efforts prior to engaging in discussions with any operating business person or entity with which the Company seeks to acquire consummate a Business Combination (““ Target Business”) or obtain prior to the Company obtaining the services of any vendor unless and until such Target Business or vendor acknowledges 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 Trust Account, initially in an amount of $58,840,685 $ [•] (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 (net of taxes) on the amount amounts held in the Trust Account, the Company may disburse monies from the Trust Account only (i) to the public stockholders holders of the Public Common Stock in the event of the conversion of they elect to redeem their shares or of Public Common Stock in connection with the dissolution and liquidation consummation of the Trust Account as part of the Company’s plan of dissolution and liquidation or a Business Combination, (ii) to the holders of the Public Common Stock if the Company afterfails to consummate a Business Combination within 18 months from the 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 Representative), or (iii) to the Company after or concurrently with, with the consummation of a Business Combination and (b) for and in consideration (i) of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2ii) of the Company 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 (a “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, 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.

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any operating business which the Company seeks to acquire (the “Target Business”) or obtain the services of any vendor unless and until the Company has used its reasonable best efforts to cause such Target Business or vendor acknowledges 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 a Trust Account, initially in an amount of $58,840,685 200,000,000 ($229,193,750 if the Underwriters exercise their option to purchase the Optional Units in full), including deferred underwriting discounts and commissions of $8,625,000 ($9,918,750 if the Underwriters exercise their option to purchase the Optional Units in full), for the benefit of the public stockholders and that, except for a portion of the interest earned (net of taxes) on the amount held in the Trust Account, that the Company may disburse monies from the Trust Account only (i) to the public stockholders in the event of the conversion of they elect to convert their shares IPO Units (as defined in Section 3(ff) below) or the dissolution and liquidation of the Trust Account as part of the Company’s plan of dissolution and liquidation Company liquidates or (ii) to the Company after, or concurrently with, the consummation of after it consummates a Business Combination Combination, and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2) agreeing to engage the services of the vendor, as the case may beit, 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 (a 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 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 nonetheless commence its due diligence investigations of such Target Business if and Bonly if the Company’s management determines in good faith that the Company would be unable to obtain, respectivelyon a reasonable basis, substantially similar opportunities from another entity willing to execute such a waiver.

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any operating business in the media, digital media or technology industries which the Company seeks to acquire (the “Target Business”) or obtain the services of any vendor unless and until such Target Business or vendor acknowledges 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 a Trust Account, initially in an amount of $58,840,685 118,000,004 for the benefit of the public stockholders and that, except for a portion of the interest earned (net of taxes) on the amount held in the Trust Account, that the Company may disburse monies from the Trust Account trust account only (i) to the public stockholders in the event of the conversion of they elect to convert their shares IPO Shares (as defined in Section 3(x)) or the dissolution and liquidation of the Trust Account as part of the Company’s plan of dissolution and liquidation Company liquidates or (ii) to the Company after, or concurrently with, the consummation of after it consummates a Business Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2) agreeing to engage the services of the vendor, as the case may beit, 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 (a 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 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 nonetheless commence its due diligence investigations of such Target Business if and Bonly if the Company’s management determines in good faith that the Company would be unable to obtain, respectivelyon a reasonable basis, substantially similar opportunities from another entity willing to execute such a waiver.

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will not commence use its due diligence investigation of reasonable efforts prior to engaging in discussions with any operating business person or entity with which the Company seeks to acquire consummate a Business Combination (“Target BusinessTarget”) or obtain prior to the Company obtaining the services of any vendor unless and until such Target Business or vendor acknowledges 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 Trust Account, initially in an amount of $58,840,685 ● (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 (net of taxes) on the amount amounts held in the Trust Account, the Company may disburse monies from the Trust Account only (i) to the public stockholders holders of the Public Common Stock in the event of the conversion of they elect to redeem their shares or of Public Common Stock in connection with the dissolution and liquidation consummation of the Trust Account as part of the Company’s plan of dissolution and liquidation or a Business Combination, (ii) to the holders of the Public Common Stock if the Company afterfails to consummate a Business Combination within (x) 18 months from the date of the Prospectus 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, with the consummation of a Business Combination and (b) for and in consideration (i) of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2ii) of the Company 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 (a “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.

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will not commence use its due diligence investigation of reasonable best efforts prior to engaging in discussions with any operating business person or entity with which the Company seeks to acquire consummate a Business Combination (“Target BusinessTarget”) or obtain obtaining the services of any vendor unless and until such Target Business or vendor acknowledges 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 Trust Account, initially in an amount of $58,840,685 6,022,500 (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 (net of taxes) on the amount amounts held in the Trust Account, the Company may disburse monies from the Trust Account only (i) to the public stockholders in the event holders of the conversion of their shares or IPO Shares if the dissolution and liquidation Company fails to consummate a Business Combination within 24 months from the date of the Trust Account as part of the Company’s plan of dissolution and liquidation Prospectus, or (ii) to the Company after, after or concurrently with, with the consummation of a Business Combination and (b) for and in consideration of the Company (1i) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2ii) 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 (a “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 Ordinary Shares contained in the Public Securities.

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will not commence use its due diligence investigation of reasonable best efforts prior to engaging in discussions with any operating business person or entity with which the Company seeks to acquire consummate a Business Combination (“Target BusinessTarget”) or obtain obtaining the services of any vendor unless and until such Target Business or vendor acknowledges 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 Trust Account, initially in an amount of $58,840,685 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 (net of taxes) on the amount amounts held in the Trust Account, the Company may disburse monies from the Trust Account only (i) to the public stockholders in the event holders of the conversion of their shares or IPO Shares if the dissolution and liquidation Company fails to consummate a Business Combination within 24 months from the date of the Trust Account as part of the Company’s plan of dissolution and liquidation Prospectus, or (ii) to the Company after, and any redeeming shareholders after or concurrently with, with the consummation of a Business Combination and (b) for and in consideration of the Company (1i) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2ii) 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 (a “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 Ordinary Shares contained in the Public Securities.

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any operating business which the Company seeks to acquire (the “Target Business”) or obtain the services of any vendor unless and until such Target Business or vendor acknowledges 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 a Trust Account, initially in an amount of $58,840,685 519,948,608 ($592,923,608 if the Underwriters exercise their option to purchase the Optional Units in full), including deferred underwriting discounts and commissions of $19,000,000 ($21,850,000 if the Underwriters exercise their option to purchase the Optional Units in full), for the benefit of the public stockholders and that, except for a portion of the interest earned (net of taxes) on the amount held in the Trust Account, that the Company may disburse monies from the Trust Account only (i) to the public stockholders in the event of the conversion of they elect to convert their shares IPO Units (as defined in Section 3(ee)) or the dissolution and liquidation of the Trust Account as part of the Company’s plan of dissolution and liquidation or Company liquidates, (ii) to the Company afterfor the payment of the Company’s income tax liability associated with the interest income earned on amounts held in the Trust Account, (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 Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2) agreeing to engage the services of the vendor, as the case may beit, 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 (a 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 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 nonetheless commence its due diligence investigations of such Target Business if and Bonly if the Company’s management determines in good faith that the Company would be unable to obtain, respectivelyon a reasonable basis, substantially similar opportunities from another entity willing to execute such a waiver.

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will not commence use its due diligence investigation of reasonable best efforts prior to engaging in discussions with any operating business person or entity with which the Company seeks to acquire consummate a Business Transaction (“Target BusinessTarget”) or obtain obtaining the services of any vendor unless and until such Target Business or vendor acknowledges 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 Trust Account, initially in an amount of $58,840,685 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 (net of taxes) on the amount amounts held in the Trust Account, the Company may disburse monies from the Trust Account only (i) to the public stockholders in the event holders of the conversion of their shares or IPO Shares if the dissolution and liquidation Company fails to consummate a Business Transaction within 19 months from the date of the Trust Account as part of the Company’s plan of dissolution and liquidation Prospectus, or (ii) to the Company after, and any redeeming shareholders after or concurrently with, with the consummation of a Business Combination Transaction and (b) for and in consideration of the Company (1i) agreeing to evaluate such Target Business for purposes of consummating a Business Combination Transaction with it or (2ii) 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 (a “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 not commence use its due diligence investigation of reasonable efforts prior to engaging in discussions with any operating business person or entity with which the Company seeks to acquire consummate a Business Combination (“Target BusinessTarget”) or obtain prior to the Company obtaining the services of any vendor unless and until such Target Business or vendor acknowledges 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 Trust Account, initially in an amount of $58,840,685 40,000,000 (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 (net of taxes) on the amount amounts held in the Trust Account, the Company may disburse monies from the Trust Account only (i) to the public stockholders holders of the Public Common Stock in the event of the conversion of they elect to redeem their shares or of Public Common Stock in connection with the dissolution and liquidation consummation of the Trust Account as part of the Company’s plan of dissolution and liquidation or a Business Combination, (ii) to the holders of the Public Common Stock if the Company afterfails to consummate a Business Combination within 21 months from the Closing Date, or (iii) to the Company after or concurrently with, with the consummation of a Business Combination and (b) for and in consideration (i) of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2ii) of the Company 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 (a “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.

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will not commence use its due diligence investigation of reasonable best efforts prior to engaging in discussions with any operating business which the Company seeks to acquire (“Target Business”) or obtain obtaining the services of any vendor unless and until such Target Business or vendor acknowledges 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 Trust Account, initially in an amount of $58,840,685 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 (net of taxes) on the amount amounts held in the Trust Account, the Company may disburse monies from the Trust Account only (i) to the public stockholders in the event of the conversion of they vote against a Business Combination and elect to redeem their shares or the dissolution and liquidation of the Trust Account IPO Shares (as part of the Company’s plan of dissolution and liquidation or defined below in Section 8.5); (ii) to the holders of the IPO Shares upon the liquidation of the Company after, if the Company fails to consummate a Business Combination; (iii) to the Company after or concurrently with, with the consummation of a Business Combination 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 (1i) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2ii) 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 (a “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.

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any operating business which the Company seeks to acquire (the “Target Business”) or obtain the services of any vendor unless and until the Company has used its reasonable best efforts to cause such Target Business or vendor acknowledges 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 a Trust Account, initially in an amount of $58,840,685 197,950,000 ($227,050,000 if the Underwriters exercise their option to purchase the Optional Units in full), including deferred underwriting discounts and commissions of $8,000,000 ($9,200,000 if the Underwriters exercise their option to purchase the Optional Units in full), for the benefit of the public stockholders and that, except for a portion of the interest earned (net of taxes) on the amount held in the Trust Account, that the Company may disburse monies from the Trust Account only (i) to the public stockholders in the event of the conversion of they elect to convert their shares IPO Shares (as defined in Section 3(dd) below) or the dissolution and liquidation of the Trust Account as part of the Company’s plan of dissolution and liquidation Company liquidates or (ii) to the Company after, or concurrently with, the consummation of after it consummates a Business Combination Combination, and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2) agreeing to engage the services of the vendor, as the case may beit, 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 (a 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 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 nonetheless commence its due diligence investigations of such Target Business if and Bonly if the Company’s management determines in good faith that the Company would be unable to obtain, respectivelyon a reasonable basis, substantially similar opportunities from another entity willing to execute such a waiver.

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will not commence its prior to commencing any due diligence investigation of any operating business which the Company seeks to acquire (“each a "Target Business”") or obtain obtaining the services of any vendor unless and until or other third party, it will use commercially reasonable efforts to obtain a written acknowledgement from such Target Business Business, vendor, or vendor acknowledges in writingother 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 $58,840,685 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 (net of taxes) on the amount held in the Trust Account, that the Company may disburse monies from the Trust Account only (i) to the public stockholders Public Stockholders in the event of the conversion of they elect to convert their shares or the dissolution and liquidation of the Trust Account as part of the Company’s plan of dissolution and liquidation or IPO Shares (described below in Section 7.7), (ii) to the Public Stockholders in the event that the Company after, or concurrently with, does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional 6-month period, as described in the Prospectus) or (iii) to the Company after it consummates a Business Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2) agreeing to engage the services of the vendorvendor or other third party, as the case may be, such Target Business 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 (a “"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 Trust Account, the Company may nonetheless commence its due diligence investigations of such Target Business or obtain the services of any such vendor or third party if and Bonly if the Company's board of directors determines in good faith after due inquiry that the Company would be unable to obtain, respectivelyon a reasonable basis, substantially similar services or opportunities from another entity willing to execute such a waiver.

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will not commence use its due diligence investigation of reasonable best efforts prior to engaging in discussions with any operating business person or entity with which the Company seeks to acquire consummate a Business Transaction (“Target BusinessTarget”) or obtain obtaining the services of any vendor unless and until such Target Business or vendor acknowledges 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 Trust Account, initially in an amount of $58,840,685 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 (net of taxes) on the amount amounts held in the Trust Account, the Company may disburse monies from the Trust Account only (i) to the public stockholders in the event holders of the conversion of their shares or IPO Shares if the dissolution and liquidation Company fails to consummate a Business Transaction within 19 months from the date of the Trust Account as part of the Company’s plan of dissolution and liquidation Prospectus, or (ii) to the Company after, and any redeeming shareholders after or concurrently with, with the consummation of a Business Combination Transaction and (b) for and in consideration of the Company (1i) agreeing to evaluate such Target Business for purposes of consummating a Business Combination Transaction with it or (2ii) 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 (a “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 not commence use its due diligence investigation of reasonable efforts prior to engaging in discussions with any operating business person or entity with which the Company seeks to acquire consummate a Business Combination (““ Target Business”) or obtain prior to the Company obtaining the services of any vendor unless and until such Target Business or vendor acknowledges 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 Trust Account, initially in an amount of $58,840,685 $ [•] (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 (net of taxes) on the amount amounts held in the Trust Account, the Company may disburse monies from the Trust Account only (i) to the public stockholders holders of the Public Common Stock in the event of the conversion of they elect to redeem their shares or of Public Common Stock in connection with the dissolution and liquidation consummation of the Trust Account as part of the Company’s plan of dissolution and liquidation or a Business Combination, (ii) to the holders of the Public Common Stock if the Company afterfails to consummate a Business Combination within 21 months from the 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 Representative), or (iii) to the Company after or concurrently with, with the consummation of a Business Combination and (b) for and in consideration (i) of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2ii) of the Company 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 (a “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, 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.

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will not commence use its due diligence investigation of reasonable best efforts prior to engaging in discussions with any operating business which the Company seeks to acquire (“Target Business”) or obtain obtaining the services of any vendor unless and until such Target Business or vendor acknowledges 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 Trust Account, initially in an amount of $58,840,685 35,550,000 (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 (net of taxes) on the amount amounts held in the Trust Account, the Company may disburse monies from the Trust Account only (i) to the public stockholders in the event of the conversion of they elect to redeem their shares or the dissolution and liquidation of the Trust Account IPO Shares (as part of the Company’s plan of dissolution and liquidation or defined below in Section 8.5), (ii) to the holders of the IPO Shares upon the liquidation of the Company afterif the Company fails to consummate a Business Combination, (iii) after or concurrently with, with the consummation of a Business Combination Combination, or (iv) to the Company only with respect to the interest income, net of taxes, to fund working capital and (b) for and in consideration of the Company (1i) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2ii) 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 (a “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.

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will not commence use its due diligence investigation of reasonable efforts prior to engaging in discussions with any operating business person or entity with which the Company seeks to acquire consummate a Business Combination (“Target BusinessTarget”) or obtain prior to the Company obtaining the services of any vendor unless and until such Target Business or vendor acknowledges 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 Trust Account, initially in an amount of $58,840,685 $ [•] (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 (net of taxes) on the amount amounts held in the Trust Account, the Company may disburse monies from the Trust Account only (i) to the public stockholders holders of the Public Common Stock in the event of the conversion of they elect to redeem their shares of Public Common Stock in connection with the consummation of a Business Combination or seek to sell their shares to the dissolution and liquidation Company prior to the consummation of the Trust Account as part of the Company’s plan of dissolution and liquidation or a Business Combination, (ii) to the holders of the Public Common Stock if the Company afterfails to consummate a Business Combination within 21 months from the Closing Date (or 24 months if the Company 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, with the consummation of a Business Combination and (b) for and in consideration (i) of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2ii) of the Company 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 (a “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, 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.

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any operating business in the media, digital media or technology industries which the Company seeks to acquire (the “Target Business”) or obtain the services of any vendor unless and until such Target Business or vendor acknowledges 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 a Trust Account, initially in an amount of $58,840,685 96,750,004 for the benefit of the public stockholders and that, except for a portion of the interest earned (net of taxes) on the amount held in the Trust Account, that the Company may disburse monies from the Trust Account trust account only (i) to the public stockholders in the event of the conversion of they elect to convert their shares IPO Shares (as defined in Section 3(x)) or the dissolution and liquidation of the Trust Account as part of the Company’s plan of dissolution and liquidation Company liquidates or (ii) to the Company after, or concurrently with, the consummation of after it consummates a Business Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2) agreeing to engage the services of the vendor, as the case may beit, 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 (a 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 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 nonetheless commence its due diligence investigations of such Target Business if and Bonly if the Company’s management determines in good faith that the Company would be unable to obtain, respectivelyon a reasonable basis, substantially similar opportunities from another entity willing to execute such a waiver.

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any operating business in the business services industry which the Company seeks to acquire (the “Target Business”) or obtain the services of any vendor unless and until such Target Business or vendor acknowledges 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 a Trust Account, initially in an amount of $58,840,685 98,500,000, including deferred underwriting discounts and commissions of $3,700,000 for the benefit of the public stockholders and that, except for a portion of that the interest earned (net of taxes) on the amount held in the Trust Account, the Company trustee may disburse monies from the Trust Account only (i) to the public stockholders in the event of the conversion of they elect to convert their shares IPO Units (as defined in Section 3(bb)) or the dissolution and liquidation of the Trust Account as part of the Company’s plan of dissolution and liquidation or Company liquidates, (ii) to the Company afterfor the payment of the Company’s income tax liability associated with the interest income earned on amounts held in the Trust Account, (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 Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2) agreeing to engage the services of the vendor, as the case may beit, 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 (a 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 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 nonetheless commence its due diligence investigations of such Target Business if and Bonly if the Company’s management determines in good faith that the Company would be unable to obtain, respectivelyon a reasonable basis, substantially similar opportunities from another entity willing to execute such a waiver.

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any operating business which the Company seeks to acquire (the “Target Business”) or obtain the services of any vendor unless and until such Target Business or vendor acknowledges 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 a Trust Account, initially in an amount of $58,840,685 294,950,589 ($338,150,589 if the Underwriters exercise their option to purchase the Optional Units in full), including deferred underwriting discounts and commissions of $9,000,000 ($10,350,000 if the Underwriters exercise their option to purchase the Optional Units in full), for the benefit of the public stockholders and that, except for a portion of the interest earned (net of taxes) on the amount held in the Trust Account, that the Company may disburse monies from the Trust Account only (i) to the public stockholders in the event of the conversion of they elect to convert their shares IPO Units (as defined in Section 3(ff) below) or the dissolution and liquidation of the Trust Account as part of the Company’s plan of dissolution and liquidation Company liquidates or (ii) to the Company after, or concurrently with, the consummation of after it consummates a Business Combination Combination, and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2) agreeing to engage the services of the vendor, as the case may beit, 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 (a 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 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 nonetheless commence its due diligence investigations of such Target Business if and Bonly if the Company’s management determines in good faith that the Company would be unable to obtain, respectivelyon a reasonable basis, substantially similar opportunities from another entity willing to execute such a waiver.

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will not commence use its due diligence investigation of reasonable best efforts prior to engaging in discussions with any operating business which the Company seeks to acquire (“Target Business”) or obtain obtaining the services of any vendor unless vendor, service providers and until such Target Business or vendor acknowledges providers of financing 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 Trust Account, initially in an amount of $58,840,685 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 (net of taxes) on the amount amounts held in the Trust Account, the Company may disburse monies from the Trust Account only (i) to the public stockholders in the event of they vote against the conversion of “extended period” (as such term is defined in the Registration Statement) and/or a Business Combination and, in either case, elect to redeem their shares or the dissolution and liquidation of the Trust Account IPO Shares (as part of the Company’s plan of dissolution and liquidation or defined below in Section 8.5); (ii) to the holders of the IPO Shares upon the liquidation of the Company after, if the Company fails to consummate a Business Combination; (iii) to the Company and the Underwriters after or concurrently with, with the consummation of a Business Combination 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 (1i) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2ii) 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 (a “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.

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will not commence use its due diligence investigation of reasonable best efforts prior to engaging in discussions with any operating business person or entity with which the Company seeks to acquire consummate a Business Transaction (“Target BusinessTarget”) or obtain obtaining the services of any vendor unless and until such Target Business or vendor acknowledges 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 Trust Account, initially in an amount of $58,840,685 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 (net of taxes) on the amount amounts held in the Trust Account, the Company may disburse monies from the Trust Account only (i) to the public stockholders in the event of the conversion of they elect to redeem their shares or the dissolution and liquidation of the Trust Account as part of the Company’s plan of dissolution and liquidation or IPO Shares, (ii) to the holders of the IPO Shares upon the liquidation of the Company afterif the Company fails to consummate a Business Transaction, or (iii) after or concurrently with, with the consummation of a Business Combination Transaction and (b) for and in consideration of the Company (1i) agreeing to evaluate such Target Business for purposes of consummating a Business Combination Transaction with it or (2ii) 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 (a “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 not commence prior to commencing its due diligence investigation of any operating business Target Business which the Company seeks to acquire (“Target Business”) for its Initial Business Combination or obtain obtaining the services of any vendor unless and until third parties (including any vendors or other entities the Company engages after the Offering), it is required to cause the Target Business or third party to execute a waiver letter. If a Target Business or third party were to refuse to enter into such a waiver, the Company hereby agrees to enter into discussions with such Target Business or vendor acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges engage such third party only if the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands Company determines that the Company has established could not obtain, on a reasonable basis, substantially similar services or opportunities from another entity willing to enter into such a waiver. The Company’s executive officers have agreed that they will be personally liable to pay debts and obligations to a Target Business or third party that are owed money by the Trust Account, initially Company for services rendered or contracted for or products sold to the Company in an amount of $58,840,685 for the benefit excess of the public stockholders and that, except for a portion net proceeds of the interest earned (net of taxes) on the amount Offering not held in the Trust AccountAccount but only if, and to the Company may disburse monies from extent, that the debts and obligations would otherwise reduce the Trust Account only (i) proceeds payable to the public stockholders our Public Stockholders in the event of a liquidation (the conversion of their shares or “Officer Indemnity”). However, the dissolution and liquidation of the Trust Account as part of the Company’s plan of dissolution and liquidation or (ii) Officer Indemnity specifically provides for two exceptions to the Company after, or concurrently with, personal indemnity the consummation of executive officers have given: the executive officers will have no personal liability (i) as to any claimed amounts owed to a Business Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have third party who has executed an agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account (a “Claim”) and waives any Claim it may have in the future as a result oftrust account, or arising out of, (ii) as to any negotiations, contracts or agreements claims under the Company’s indemnity 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, respectivelyUnderwriters pursuant to Section 8 hereof.

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will not commence use its due diligence investigation of reasonable efforts prior to engaging in discussions with any operating business person or entity with which the Company seeks to acquire consummate a Business Combination (“Target BusinessTarget”) or obtain prior to the Company obtaining the services of any vendor unless and until such Target Business or vendor acknowledges 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 Trust Account, initially in an amount of $58,840,685 40,400,000 (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 (net of taxes) on the amount amounts held in the Trust Account, the Company may disburse monies from the Trust Account only (i) to the public stockholders holders of the Public Common Stock in the event of the conversion of they elect to redeem their shares or of Public Common Stock in connection with the dissolution and liquidation consummation of the Trust Account as part of the Company’s plan of dissolution and liquidation or a Business Combination, (ii) to the holders of the Public Common Stock if the Company afterfails to consummate a Business Combination within 21 months from the Closing Date, or (iii) to the Company after or concurrently with, with the consummation of a Business Combination and (b) for and in consideration (i) of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2ii) of the Company 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 (a “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.

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any operating business which the Company seeks to acquire (“Target Business”) or obtain the services of any vendor unless and until such Target Business or vendor acknowledges 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 $58,840,685 59,405,685 for the benefit of the public stockholders and that, except for a portion of the interest earned (net of taxes) on the amount held in the Trust Account, the Company may disburse monies from the Trust Account only (i) to the public stockholders in the event of the conversion of their shares or the dissolution and liquidation of the Trust Account as part of the Company’s plan of dissolution and liquidation or (ii) to the Company after, or concurrently with, the consummation of a Business Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2) 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 (a “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.

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will not commence prior to commencing its due diligence investigation of any operating business Target Business which the Company seeks to acquire (“Target Business”) for its Initial Business Combination or obtain obtaining the services of any vendor unless and until third parties (including any vendors or other entities the Company engages after the Offering), it is required to cause the Target Business or third party to execute a waiver letter. If a Target Business or third party were to refuse to enter into such a waiver, the Company hereby agrees to enter into discussions with such Target Business or vendor acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges engage such third party only if the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands Company determines that the Company could not obtain, on a reasonable basis, substantially similar services or opportunities from another entity willing to enter into such a waiver. The Sponsor has established agreed that it will be liable to pay debts and obligations to a Target Business or third party that are owed money by the Trust Account, initially Company for services rendered or contracted for or products sold to the Company in an amount of $58,840,685 for the benefit excess of the public stockholders and that, except for a portion net proceeds of the interest earned (net of taxes) on the amount Offering not held in the Trust AccountAccount but only if, and to the Company may disburse monies from extent, that the debts and obligations would otherwise reduce the Trust Account only (i) proceeds payable to the public stockholders our Public Stockholders in the event of a liquidation (the conversion of their shares or “Sponsor Indemnity”). However, the dissolution and liquidation of the Trust Account as part of the Company’s plan of dissolution and liquidation or (ii) Sponsor Indemnity specifically provides for two exceptions to the Company after, or concurrently with, personal indemnity the consummation of executive officers have given: the Sponsor will have no personal liability (i) as to any claimed amounts owed to a Business Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have third party who has executed an agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account (a “Claim”) and waives any Claim it may have in the future as a result oftrust account, or arising out of, (ii) as to any negotiations, contracts or agreements claims under the Company’s indemnity 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, respectivelyUnderwriters pursuant to Section 8 hereof.

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any operating business which the Company seeks to acquire (the “Target Business”) or obtain the services of any vendor unless and until the Company has used its reasonable best efforts to cause such Target Business or vendor acknowledges 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 a Trust Account, initially in an amount of $58,840,685 196,075,000 ($224,875,000 if the Underwriters exercise their option to purchase the Optional Units in full), including deferred underwriting discounts and commissions of $6,000,000 ($6,900,000 if the Underwriters exercise their option to purchase the Optional Units in full), for the benefit of the public stockholders and that, except for a portion of the interest earned (net of taxes) on the amount held in the Trust Account, that the Company may disburse monies from the Trust Account only (i) to the public stockholders in the event of the conversion of they elect to convert their shares IPO Units (as defined in Section 3(ff) below) or the dissolution and liquidation of the Trust Account as part of the Company’s plan of dissolution and liquidation Company liquidates or (ii) to the Company after, or concurrently with, the consummation of after it consummates a Business Combination Combination, and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2) agreeing to engage the services of the vendor, as the case may beit, 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 (a 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 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 nonetheless commence its due diligence investigations of such Target Business if and Bonly if the Company’s management determines in good faith that the Company would be unable to obtain, respectivelyon a reasonable basis, substantially similar opportunities from another entity willing to execute such a waiver.

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any operating business which the Company seeks to acquire (the “Target Business”) or obtain the services of any vendor unless and until such Target Business or vendor acknowledges 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 a Trust Account, initially in an amount of $58,840,685 395,500,000 ($453,700,000 if the Underwriters exercise their option to purchase the Optional Units in full), including deferred underwriting discounts and commissions of $11,400,000 ($13,200,000 if the Underwriters exercise their option to purchase the Optional Units in full), for the benefit of the public stockholders and that, except for a portion of the interest earned (net of taxes) on the amount held in the Trust Account, that the Company may disburse monies from the Trust Account only (i) to the public stockholders in the event of the conversion of they elect to convert their shares IPO Units (as defined in Section 3(ee) below) or the dissolution and liquidation of the Trust Account as part of the Company’s plan of dissolution and liquidation Company liquidates or (ii) to the Company after, or concurrently with, the consummation of after it consummates a Business Combination Combination, and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2) agreeing to engage the services of the vendor, as the case may beit, 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 (a 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 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 nonetheless commence its due diligence investigations of such Target Business if and Bonly if the Company’s management determines in good faith that the Company would be unable to obtain, respectivelyon a reasonable basis, substantially similar opportunities from another entity willing to execute such a waiver.

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will not commence use its due diligence investigation of reasonable best efforts prior to engaging in discussions with any operating business which the Company seeks to acquire (“Target Business”) or obtain obtaining the services of any vendor unless and until such Target Business or vendor acknowledges 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 Trust Account, initially in an amount of $58,840,685 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 (net of taxes) on the amount amounts held in the Trust Account, the Company may disburse monies from the Trust Account only (i) to the public stockholders in the event of the conversion of they vote against a Business Combination and elect to redeem their shares or the dissolution and liquidation of the Trust Account IPO Shares (as part of the Company’s plan of dissolution and liquidation or defined below in Section 8.5); (ii) to the holders of the IPO Shares upon the liquidation of the Company after, if the Company fails to consummate a Business Combination; (iii) to the Company after or concurrently with, with the consummation of a Business Combination 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 (1i) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2ii) 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 (a “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.

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any operating business in the media and advertising industry in China which the Company seeks to acquire (each a “Target Business”) or obtain the services of any vendor or other third party unless and until such Target Business Business, vendor, or vendor other third party acknowledges 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 $58,840,685 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 (net of taxes) on the amount held in the Trust Account, that the Company may disburse monies from the Trust Account only (i) to the public stockholders Public Stockholders in the event of the conversion of they elect to convert their shares or the dissolution and liquidation of the Trust Account as part of the Company’s plan of dissolution and liquidation or IPO Shares (described below in Section 7.7), (ii) to the Public Stockholders in the event that the Company after, or concurrently with, does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional 6-month period, as described in the Prospectus) or (iii) to the Company after it consummates a Business Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2) agreeing to engage the services of the vendorvendor or other third party, as the case may be, such Target Business 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 (a “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 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 nonetheless commence its due diligence investigations of such Target Business or obtain the services of any such vendor or third party if and Bonly if the Company’s board of directors determines in good faith after due inquiry that the Company would be unable to obtain, respectivelyon a reasonable basis, substantially similar services or opportunities from another entity willing to execute such a waiver.

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any operating business in the technology-related sector which the Company seeks to acquire (“each a "Target Business”") or obtain the services of any vendor or other third party unless and until such Target Business Business, vendor, or vendor other third party acknowledges 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 $58,840,685 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 (net of taxes) on the amount 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 public stockholders Public Stockholders in the event of the conversion of they elect to convert their shares or the dissolution and liquidation of the Trust Account IPO Shares (as part of the Company’s plan of dissolution and liquidation or described below in Section 7.6), (ii) to the Public Stockholders in the event that the Company after, or concurrently with, does not effect a Business Combination within eighteen (18) months from the 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 it consummates a Business Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2) agreeing to engage the services of the vendorvendor or other third party, as the case may be, such Target Business 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 (a “"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.

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any operating business which the Company seeks to acquire (the “Target Business”) or obtain the services of any vendor unless and until such Target Business or vendor acknowledges 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 a Trust Account, initially in an amount of $58,840,685 296,450,589 ($339,875,589 if the Underwriters exercise their option to purchase the Optional Units in full), including deferred underwriting discounts and commissions of $10,500,000 ($12,075,000 if the Underwriters exercise their option to purchase the Optional Units in full), for the benefit of the public stockholders and that, except for a portion of the interest earned (net of taxes) on the amount held in the Trust Account, that the Company may disburse monies from the Trust Account only (i) to the public stockholders in the event of the conversion of they elect to convert their shares IPO Units (as defined in Section 3(ff) below) or the dissolution and liquidation of the Trust Account as part of the Company’s plan of dissolution and liquidation Company liquidates or (ii) to the Company after, or concurrently with, the consummation of after it consummates a Business Combination Combination, and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2) agreeing to engage the services of the vendor, as the case may beit, 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 (a 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 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 nonetheless commence its due diligence investigations of such Target Business if and Bonly if the Company’s management determines in good faith that the Company would be unable to obtain, respectivelyon a reasonable basis, substantially similar opportunities from another entity willing to execute such a waiver.

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will not commence prior to commencing its due diligence investigation of any operating business Target Business which the Company seeks to acquire (“Target Business”) for its Initial Business Combination or obtain obtaining the services of any vendor unless and until third parties (including any vendors or other entities the Company engages after the Offering), it is required to cause the Target Business or third party to execute a waiver letter. If a Target Business or third party were to refuse to enter into such a waiver, the Company hereby agrees to enter into discussions with such Target Business or vendor acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges engage such third party only if the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands Company determines that the Company could not obtain, on a reasonable basis, substantially similar services or opportunities from another entity willing to enter into such a waiver. Mxxx X. Ein has established agreed that he will be personally liable to pay debts and obligations to a Target Business or third party that are owed money by the Trust Account, initially Company for services rendered or contracted for or products sold to the Company in an amount of $58,840,685 for the benefit excess of the public stockholders and that, except for a portion net proceeds of the interest earned (net of taxes) on the amount Offering not held in the Trust AccountAccount but only if, and to the Company may disburse monies from extent, that the debts and obligations would otherwise reduce the Trust Account only (i) proceeds payable to the public stockholders our Public Stockholders in the event of a liquidation (the conversion of their shares or “Ein Indemnity”). However, the dissolution and liquidation of the Trust Account as part of the Company’s plan of dissolution and liquidation or (ii) Ein Indemnity specifically provides for two exceptions to the Company after, or concurrently with, the consummation of personal indemnity Mr. Ein has given: Mr. Ein will have no personal liability (i) as to any claimed amounts owed to a Business Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have third party who has executed a valid and enforceable agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account (a “Claim”) and waives any Claim it may have in the future as a result oftrust account, or arising out of, (ii) as to any negotiations, contracts or agreements claims under the Company’s indemnity 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, respectivelyUnderwriters pursuant to Section 8 hereof.

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any operating business which the Company seeks to acquire (the “Target Business”) or obtain the services of any vendor unless and until the Company has used its reasonable best efforts to cause such Target Business or vendor acknowledges 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 a Trust Account, initially in an amount of $58,840,685 197,375,000 ($226,325,000 if the Underwriters exercise their option to purchase the Optional Units in full), including deferred underwriting discounts and commissions of $7,000,000 ($8,050,000 if the Underwriters exercise their option to purchase the Optional Units in full), for the benefit of the public stockholders and that, except for a portion of the interest earned (net of taxes) on the amount held in the Trust Account, that the Company may disburse monies from the Trust Account only (i) to the public stockholders in the event of the conversion of they elect to convert their shares IPO Units (as defined in Section 3(dd) below) or the dissolution and liquidation of the Trust Account as part of the Company’s plan of dissolution and liquidation Company liquidates or (ii) to the Company after, or concurrently with, the consummation of after it consummates a Business Combination Combination, and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2) agreeing to engage the services of the vendor, as the case may beit, 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 (a 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 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 nonetheless commence its due diligence investigations of such Target Business if and Bonly if the Company’s management determines in good faith that the Company would be unable to obtain, respectivelyon a reasonable basis, substantially similar opportunities from another entity willing to execute such a waiver.

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will not commence use its due diligence investigation of reasonable efforts prior to engaging in discussions with any operating business person or entity with which the Company seeks to acquire consummate a Business Combination (“Target BusinessTarget”) or obtain prior to the Company or the Security Corp obtaining the services of any vendor unless and until such Target Business or vendor acknowledges 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 Trust Account, initially in an amount of $58,840,685 [•] (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 (net of taxes) on the amount amounts held in the Trust Account, the Company may disburse monies from the Trust Account only (i) to the public stockholders holders of the Public Common Stock in the event of the conversion of they elect to redeem their shares or of Public Common Stock in connection with the dissolution and liquidation consummation of the Trust Account as part of the Company’s plan of dissolution and liquidation or a Business Combination, (ii) to the holders of the Public Common Stock if the Company afterfails to consummate a Business Combination within 18 months from the date of the Prospectus, or (iii) to the Company after or concurrently with, with the consummation of a Business Combination and (b) for and in consideration (i) of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2ii) of the Company or the Security Corp 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 (a “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, 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.

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any operating business which the Company seeks to acquire (“Target Business”) or obtain the services of any vendor unless and until such Target Business or vendor acknowledges 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 $58,840,685 57,640,000 for the benefit of the public stockholders and that, except for a portion of the interest earned (net of taxes) on the amount held in the Trust Account, the Company may disburse monies from the Trust Account only (i) to the public stockholders in the event of the conversion of their shares or the dissolution and liquidation of the Trust Account as part of the Company’s plan of dissolution and liquidation or (ii) to the Company after, or concurrently with, the consummation of a Business Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2) 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 (a “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.