Common use of Trust Account Waiver Acknowledgments Clause in Contracts

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will not commence its due diligence investigation of any operating business or businesses which the Company seeks to acquire (each, a "TARGET BUSINESS") or obtain the services of any vendor unless and until such Target Business or vendor acknowledges in writing, whether through a letter agreement, letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), a waiver of all claims against the Trust Account, which waivers (or the provisions thereof to be incorporated into the foregoing documents) shall be substantially in the form attached hereto as Exhibit A (for Target Businesses) and Exhibit B (for vendors), respectively. Notwithstanding the foregoing, in the event any Target Business or vendor refuses to acknowledge such waivers of claims against the Trust Account in writing, the Company may nonetheless commence its due diligence investigations of such Target Business or retain such vendor if and only if the Company determines, in good faith and with the approval of the Company's Chief Executive Officer and the vote or written consent of no less than a majority of the Board, including all non- Maxim Group LLC _________________, 2007 Page 42 of 50 independent directors, that the Company would be unable to obtain, on a reasonable basis, substantially similar opportunities from another entity willing to execute such a waiver.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will not commence its due diligence investigation of any operating business or businesses which the Company seeks to acquire (each, a "TARGET BUSINESS") or obtain the services of any vendor unless and until such Target Business or vendor acknowledges in writing, whether through a letter agreement, letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), a waiver of all claims against the Trust Account, which waivers (or the provisions thereof to be incorporated into the foregoing documents) shall be substantially in the form attached hereto as Exhibit A (for Target Businesses) and Exhibit B (for vendors), respectively. Notwithstanding the foregoing, in the event any Target Business or vendor refuses to acknowledge such waivers of claims against the Trust Account in writing, the Company may nonetheless commence its due diligence investigations of such Target Business or retain such vendor if and only if the Company determines, in good faith and with the approval of the Company's Chief Executive Officer and the vote or written consent of no less than a majority of the Board, including all non- Maxim Group LLC _________________, 2007 Page 42 of 50 non-independent directors, that the Company would be unable to obtain, on a reasonable basis, substantially similar opportunities from another entity willing to execute such a waiver.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will not commence its due diligence investigation of any operating business or businesses which the Company seeks to acquire (each, a "TARGET BUSINESS") or obtain the services of any vendor unless and until such Target Business or vendor acknowledges in writing, whether through a letter agreement, letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), a waiver of all claims against the Trust Account, which waivers (or the provisions thereof to be incorporated into the foregoing documents) shall be substantially in the form attached hereto as Exhibit A (for Target Businesses) and Exhibit B (for vendors), respectively. Notwithstanding the foregoing, in the event any Target Business or vendor refuses to acknowledge such waivers of claims against the Trust Account in writing, the Company may nonetheless commence its due diligence investigations of such Target Business or retain such vendor if and only if the Company determines, in good faith and with the approval of the Company's Chief Executive Officer and the vote or written consent of no less than a majority of the BoardCompany's board of directors, including all non- Maxim Group LLC _________________, 2007 Page 42 of 50 non-independent directors, that the Company would be unable to obtain, on a reasonable basis, substantially similar opportunities from another entity willing to execute such a waiver.