Common use of Trust Account Waiver Acknowledgments Clause in Contracts

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its best efforts, prior to commencing its due diligence investigation of any Target Business or obtain the services of any vendor, to obtain the acknowledgment of such Target Business or vendor 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 $40,600,000 for the benefit of the Public Shareholders and that, except for the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders in the event of the conversion of their shares or in connection with the Company’s liquidation in the event the Company is unable to consummate a Business Combination within the required time period or (ii) 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 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 of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and Exhibit B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its best efforts, prior to commencing not commence its due diligence investigation of any operating business or businesses which the Company seeks to acquire (each, a “Target Business Business”) or obtain the services of any vendor, to obtain the acknowledgment of 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, Prospectus and understands that the Company has established the Trust Account, initially in an amount of $40,600,000 [_______] (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders public stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders public stockholders in the event of the conversion of their shares or in connection with the Company’s liquidation in the event the Company is unable to consummate they vote against a Business Combination within the required time period or and elect to convert their shares, (ii) to the holders of the IPO Shares upon the dissolution and liquidation of the Trust Account as part of the Company’s plan of dissolution and liquidation, (iii) to the Company after it consummates upon consummation of a Business CombinationCombination or (iv) to the Company only with respect to the interest income permitted to be disbursed to it, net of taxes, to fund working capital 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 of the Trust Account (“Claimclaim”) and waives any Claim 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 Exhibit Exhibits A and Exhibit B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its best efforts, prior to commencing not commence its due diligence investigation of any operating business or businesses which the Company seeks to acquire (each, a “Target Business Business”) or obtain the services of any vendor, to obtain the acknowledgment of 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, Prospectus and understands that the Company has established the Trust Account, initially in an amount of $40,600,000 29,760,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders in the event of the conversion of their shares or in connection with the dissolution and liquidation of the Trust Account as part of the Company’s plan of dissolution and liquidation in the event the Company is unable to consummate a Business Combination within the required time period or (ii) to the Company 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 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 of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A C and Exhibit BD, respectively.. Broadband Capital Management LLC ____________, 2007

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its best efforts, prior to commencing not commence its due diligence investigation of any operating business or businesses which the Company seeks to acquire (each, a “Target Business Business”) or obtain the services of any vendor, to obtain the acknowledgment of 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, Prospectus and understands that the Company has established the Trust Account, initially in an amount of $40,600,000 102,000,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders in the event of the conversion of their shares or in connection with the dissolution and liquidation of the Trust Account as part of the Company’s plan of dissolution and liquidation in the event the Company is unable to consummate a Business Combination within the required time period or (ii) to the Company 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 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 of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A D and Exhibit BE, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its best effortsthat, prior to commencing its due diligence investigation of any Target Business or obtain obtaining the services of any vendor, it will use its best efforts to obtain the acknowledgment of have such Target Business or vendor acknowledge in writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle 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 $40,600,000 126,250,000 for the benefit of the Public Shareholders Stockholders and that, except for the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders Stockholders in the event of the conversion of their shares upon consummation of a Business Combination or amendment to the Company’s Amended and Restated Certificate of Incorporation relating to pre-Business Combination activity, (ii) to the Public Stockholders in connection with the Company’s liquidation in the event the Company is unable to consummate a Business Combination within the required time period or (iiiii) to the Company concurrently with, or 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 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 of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and Exhibit B, respectively.

Trust Account Waiver Acknowledgments. 7.2.1. The Company hereby agrees that it will use its best effortsthat, prior to commencing its due diligence investigation of any Target Business or obtain obtaining the services of any vendor, it will use its best efforts to obtain the acknowledgment of have such Target Business or vendor acknowledge in writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle or other similar document (and subsequently acknowledges acknowledge 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 $40,600,000 104,000,000 for the benefit of the Public Shareholders Stockholders and that, except for the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders Stockholders in the event of the conversion of their shares upon consummation of a Business Combination or amendment to the Company’s Amended and Restated Certificate of Incorporation relating to pre-Business Combination activity, (ii) to the Public Stockholders in connection with the Company’s liquidation in the event the Company is unable to consummate a Business Combination within the required time period or (iiiii) to the Company concurrently with, or 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 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 of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and Exhibit B, respectively.

Trust Account Waiver Acknowledgments. 7.2.1. The Company hereby agrees that it will use its best effortsthat, prior to commencing its due diligence investigation of any Target Business or obtain obtaining the services of any vendor, it will use its best efforts to obtain the acknowledgment of have such Target Business or vendor acknowledge in writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle 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 $40,600,000 60,600,000 for the benefit of the Public Shareholders and that, except for the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders in the event of the conversion of their shares upon consummation of a Business Combination or amendment to the Company’s Amended and Restated Memorandum and Articles of Association relating to pre-Business Combination activity, (ii) to the Public Shareholders in connection with the Company’s liquidation in the event the Company is unable to consummate a Business Combination within the required time period or (iiiii) to the Company concurrently with, or 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 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 of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and Exhibit B, respectively.. EarlyBirdCapital, Inc. , 2014

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its best effortsthat, prior to commencing its due diligence investigation of any Target Business or obtain obtaining the services of any vendor, it will use its best efforts to obtain the acknowledgment of have such Target Business or vendor acknowledge in writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle, 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 $40,600,000 70,700,000 for the benefit of the Public Shareholders Stockholders and that, except for the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders Stockholders in the event of the conversion of their shares upon consummation of a Business Combination or amendment to the Company’s Amended and Restated Certificate of Incorporation relating to pre-Business Combination activity, (ii) to the Public Stockholders in connection with the Company’s liquidation in the event the Company is unable to consummate a Business Combination within the required time period or (iiiii) to the Company concurrently with, or 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 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 of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit Exhibits A and Exhibit B, respectively.

Trust Account Waiver Acknowledgments. 7.2.1 The Company hereby agrees that it will use its best effortsthat, prior to commencing its due diligence investigation of any Target Business or obtain obtaining the services of any vendor, it will use its best efforts to obtain the acknowledgment of have such Target Business or vendor acknowledge in writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle 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 $40,600,000 40,900,000 for the benefit of the Public Shareholders and that, except for the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders in the event of the conversion of their shares upon consummation of a Business Combination or amendment to the Company’s Amended and Restated Memorandum and Articles of Association relating to pre-Business Combination activity, (ii) to the Public Shareholders in connection with the Company’s liquidation in the event the Company is unable to consummate a Business Combination within the required time period or (iiiii) to the Company concurrently with, or 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 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 of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and Exhibit B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its best efforts, prior to commencing not commence its due diligence investigation of any operating business or businesses which the Company seeks to acquire (each, a “Target Business Business”) or obtain the services of any vendor, to obtain the acknowledgment of 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, Prospectus and understands that the Company has established the Trust Account, initially in an amount of $40,600,000 49,500,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders public stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders public stockholders in the event of the conversion redemption of their shares or in connection with the dissolution and liquidation of the Trust Account as part of the Company’s plan of dissolution and liquidation in the event the Company is unable to consummate a Business Combination within the required time period or (ii) to the Company after it consummates a Business Combination, Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business 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 target business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies of the Trust Account (“Claimclaim”) and waives any Claim 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 Exhibit Exhibits A and Exhibit B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its best effortsthat, prior to commencing its due diligence investigation of any Target Business or obtain obtaining the services of any vendor, it will use commercially reasonable efforts to obtain the acknowledgment of have such Target Business or vendor acknowledge in writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle 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 $40,600,000 153,000,000, for the benefit of the Public Shareholders Stockholders and that, except for the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders Stockholders in the event of the conversion redemption of their shares of Class A Common Stock upon consummation of a Business Combination or amendment to the Company’s Charter Documents relating to pre-Business Combination activity; (ii) to the Public Stockholders in connection with the Company’s liquidation in the event the Company is unable to consummate a Business Combination within the required time period period; or (iiiii) to the Company concurrently with, or after it consummates 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 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 of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit Exhibits A and Exhibit B, respectively.. EarlyBirdCapital, Inc. Xxxxxxxx Inc. [●], 2022

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its best effortsthat, prior to commencing its due diligence investigation of any Target Business or obtain obtaining the services of any vendor, it will use its best efforts to obtain the acknowledgment of have such Target Business or vendor acknowledge in writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle, 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 $40,600,000 120,000,000 for the benefit of the Public Shareholders Stockholders and that, except for the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders Stockholders in the event of the conversion of their shares upon consummation of a Business Combination or amendment to the Company’s Amended and Restated Certificate of Incorporation relating to pre-Business Combination activity, (ii) to the Public Stockholders in connection with the Company’s liquidation in the event the Company is unable to consummate a Business Combination within the required time period or (iiiii) to the Company concurrently with, or 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 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 of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit Exhibits A and Exhibit B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its best efforts, prior to commencing not commence its due diligence investigation of any operating business or businesses which the Company seeks to acquire (each, a “Target Business Business”) or obtain the services of any vendor, to obtain the acknowledgment of 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, Prospectus and understands that the Company has established the Trust Account, initially in an amount of $40,600,000 152,300,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders public stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders public stockholders in the event of the conversion of their shares or in connection with the Company’s liquidation in the event the Company is unable to consummate they vote against a Business Combination within the required time period or and elect to convert their shares, (ii) to the holders of the IPO Shares upon the dissolution and liquidation of the Trust Account as part of the Company’s plan of dissolution and liquidation, (iii) to the Company after it consummates upon consummation of a Business CombinationCombination or (iv) to the Company only with respect to the interest income permitted to be disbursed to it, net of taxes, to fund working capital 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 of the Trust Account (“Claimclaim”) and waives any Claim 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 Exhibit Exhibits A and Exhibit B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its best efforts, prior to commencing not commence its due diligence investigation of any Target Business or obtain the services of any vendor, to obtain the acknowledgment of 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, Prospectus and understands that the Company has established the Trust Account, initially in an amount of $40,600,000 15,000,000 for the benefit of the Public Shareholders and that, except for the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders in the event of the conversion of their shares Subunits or in connection with the dissolution and liquidation of the Trust Account as part of the Company’s liquidation in plan of dissolution and liquidation, (ii) to purchase Subunits prior to the event the Company is unable to consummate consummation of a Business Combination within in accordance with the required time period Plan or (iiiii) 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 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 of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A D and Exhibit BE, respectively.. EarlyBirdCapital, Inc. ____________, 2010

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its best effortsthat, prior to commencing its due diligence investigation of any Target Business or obtain obtaining the services of any vendor, it will use its best efforts to obtain the acknowledgment of have such Target Business or vendor acknowledge in writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle 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 $40,600,000 200,000,000 for the benefit of the Public Shareholders Stockholders and that, except for the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders EarlyBirdCapital, Inc. , 2021 Stockholders in the event of the conversion of their shares upon consummation of a Business Combination or amendment to the Company’s Charter relating to pre-Business Combination activity; (ii) to the Public Stockholders in connection with the Company’s liquidation in the event the Company is unable to consummate a Business Combination within the required time period period; or (iiiii) to the Company concurrently with, or after it consummates 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 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 of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and Exhibit B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its best effortsthat, prior to commencing its due diligence investigation of any Target Business or obtain obtaining the services of any vendor, it will use its best efforts to obtain the acknowledgment of have such Target Business or vendor acknowledge in writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle, 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 $40,600,000 205,000,000 for the benefit of the Public Shareholders Stockholders and that, except for the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders Stockholders in the event of the conversion of their shares upon consummation of a Business Combination or amendment to the Company’s Amended and Restated Certificate of Incorporation relating to pre-Business Combination activity, (ii) to the Public Stockholders in connection with the Company’s liquidation in the event the Company is unable to consummate a Business Combination within the required time period or (iiiii) to the Company concurrently with, or 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 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 of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit Exhibits A and Exhibit B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its best effortsthat, prior to commencing its due diligence investigation of any Target Business or obtain obtaining the services of any vendor, it will use reasonable best efforts to obtain the acknowledgment of have such Target Business or vendor acknowledge in writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle 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 $40,600,000 152,250,000 (or $175,087,500 if the Over-Allotment Option is exercised in full) for the benefit of the Public Shareholders Stockholders and that, except for the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders Stockholders in the event of the conversion of their shares upon consummation of a Business Combination or amendment to the Company’s Charter Documents relating to pre-Business Combination activity, (ii) to the Public Stockholders in connection with the Company’s liquidation in the event the Company is unable to consummate a Business Combination within the required time period or (iiiii) to the Company and others concurrently with, or 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 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 of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit Exhibits A and Exhibit B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its best effortsthat, prior to commencing its due diligence investigation of any Target Business or obtain obtaining the services of any vendor, it will use commercially reasonable efforts to obtain the acknowledgment of have such Target Business or vendor acknowledge in writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle 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 $40,600,000 154,500,000, for the benefit of the Public Shareholders Stockholders and that, except for the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders Stockholders in the event of the conversion redemption of their shares of Class A Common Stock upon consummation of a Business Combination or amendment to the Company’s Charter Documents relating to pre-Business Combination activity; (ii) to the Public Stockholders in connection with the Company’s liquidation in the event the Company is unable to consummate a Business Combination within the required time period period; or (iiiii) to the Company concurrently with, or after it consummates 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 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 of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit Exhibits A and Exhibit B, respectively.. EarlyBirdCapital, Inc. Xxxxxxxx Inc. [●], 2022

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its best efforts, prior to commencing not commence its due diligence investigation of any operating business or businesses which the Company seeks to acquire (each, a "Target Business Business") or obtain the services of any vendor, to obtain the acknowledgment of 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, Prospectus and understands that the Company has established the Trust Account, initially in an amount of $40,600,000 35,280,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders public stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders public stockholders in the event of the conversion of their shares or in connection with the dissolution and liquidation of the Trust Account as part of the Company’s 's plan of dissolution and liquidation in the event the Company is unable to consummate a Business Combination within the required time period or (ii) to the Company after it consummates a Business Combination, Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business 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 target business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies of the Trust Account (“Claim”"claim") and waives any Claim 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 Exhibit Exhibits A and Exhibit B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its best effortsthat, prior to commencing its due diligence investigation of any Target Business or obtain obtaining the services of any vendor, it will use its best efforts to obtain the acknowledgment of have such Target Business or vendor acknowledge in writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle 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 $40,600,000 51,500,000 for the benefit of the Public Shareholders and that, except for the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders in the event of the conversion of their shares upon consummation of a Business Combination or amendment to the Company’s Amended and Restated Memorandum and Articles of Association relating to pre-Business Combination activity, (ii) to the Public Shareholders in connection with the Company’s liquidation in the event the Company is unable to consummate a Business Combination within the required time period or (iiiii) to the Company concurrently with, or 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 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 of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and Exhibit B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its best effortsthat, prior to commencing its due diligence investigation of any Target Business or obtain obtaining the services of any vendor, it will use its best efforts to obtain the acknowledgment of have such Target Business or vendor acknowledge in writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle 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 $40,600,000 180,000,000 for the benefit of the Public Shareholders and that, except for the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders in the event of the conversion of their shares upon consummation of a Business Combination or amendment to the Company’s Amended and Restated Memorandum and Articles of Association relating to pre-Business Combination activity, (ii) to the Public Shareholders in connection with the Company’s liquidation in the event the Company is unable to consummate a Business Combination within the required time period or (iiiii) to the Company concurrently with, or 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 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 of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and Exhibit B, respectively.

Trust Account Waiver Acknowledgments. 7.2.1. The Company hereby agrees that it will use its best effortsthat, prior to commencing its due diligence investigation of any Target Business or obtain obtaining the services of any vendor, it will use its best efforts to obtain the acknowledgment of have such Target Business or vendor acknowledge in writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle 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 $40,600,000 51,000,000 for the benefit of the Public Shareholders and that, except for the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders in the event of the conversion of their shares upon consummation of a Business Combination or amendment to the Company’s Amended and Restated Memorandum and Articles of Association relating to pre-Business Combination activity, (ii) to the Public Shareholders in connection with the Company’s liquidation in the event the Company is unable to consummate a Business Combination within the required time period or (iiiii) to the Company concurrently with, or 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 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 of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and Exhibit B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its best efforts, prior to commencing not commence its due diligence investigation of any Target Business or obtain the services of any vendor, to obtain the acknowledgment of 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, Prospectus and understands that the Company has established the Trust Account, initially in an amount of $40,600,000 32,640,000 for the benefit of the Public Shareholders and that, except for the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders in the event of the conversion of their shares or in connection with the dissolution and liquidation of the Trust Account as part of the Company’s liquidation in plan of dissolution and liquidation, (ii) to purchase Ordinary Shares prior to the event the Company is unable to consummate consummation of a Business Combination within in accordance with the required time period Trust Agreement or (iiiii) 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 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 of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A D and Exhibit BE, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its best efforts, prior to commencing not commence its due diligence investigation of any operating business or businesses which the Company seeks to acquire (each, a “Target Business Business”) or obtain the services of any vendor, to obtain the acknowledgment of 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, Prospectus and understands that the Company has established the Trust Account, initially in an amount of $40,600,000 100,000,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders in the event of the conversion of their shares or in connection with the dissolution and liquidation of the Trust Account as part of the Company’s plan of dissolution and liquidation in the event the Company is unable to consummate a Business Combination within the required time period or (ii) to the Company 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 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 of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A D and Exhibit BE, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its best efforts, prior to commencing not commence its due diligence investigation of any operating business or businesses which the Company seeks to acquire (each, a “Target Business Business”) or obtain the services of any vendor, to obtain the acknowledgment of 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, Prospectus and understands that the Company has established the Trust Account, initially in an amount of $40,600,000 101,500,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders public stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders public stockholders in the event of the conversion of their shares or in connection with the Company’s liquidation in the event the Company is unable to consummate they vote against a Business Combination within the required time period or and elect to convert their shares, (ii) to the holders of the IPO Shares upon the dissolution and liquidation of the Trust Account as part of the Company’s plan of dissolution and liquidation, (iii) to the Company after it consummates upon consummation of a Business CombinationCombination or (iv) to the Company only with respect to the interest income permitted to be disbursed to it, net of taxes, to fund working capital 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 of the Trust Account (“Claimclaim”) and waives any Claim 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 Exhibit Exhibits A and Exhibit B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its best efforts, prior to commencing 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, to obtain the acknowledgment of Business”) 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 that: (ai) it has read the Prospectus, Prospectus and understands that the Company has established the Trust Account, initially in an amount of $40,600,000 [51,500,000] for the benefit of the Public Shareholders and that, except for the interest earned on the amounts held public shareholders as described in the Trust AccountRegistration Statement, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders in the event of the conversion of their shares or in connection with the Company’s liquidation in the event the Company is unable to consummate a Business Combination within the required time period or and that (ii) 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 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 of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The Company further agrees that it will use its best efforts, prior to obtaining the services of any vendor, to obtain a written acknowledgment from such vendor, 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: (i) such vendor has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $[51,500,000] for the benefit of the public shareholders as described in the Registration Statement, and that (ii) for and in consideration of the Company agreeing to engage the services of the vendor, such vendor agrees that it does not have any 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 Exhibit A and Exhibit B, respectively.. Furthermore, each officer and director of the Company shall execute a waiver letter in the form attached hereto as Exhibit C.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its best effortsthat, prior to commencing its due diligence investigation of any Target Business or obtain obtaining the services of any vendor, it will use its best efforts to obtain the acknowledgment of have such Target Business or vendor acknowledge in writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle 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 $40,600,000 151,500,000 for the benefit of the Public Shareholders Stockholders and that, except for the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders Stockholders in the event of the conversion of their shares upon consummation of a Business Combination or amendment to the Company’s Charter relating to pre-Business Combination activity, (ii) to the Public Stockholders in connection with the Company’s liquidation in the event the Company is unable to consummate a Business Combination within the required time period or (iiiii) to the Company concurrently with, or 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 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 of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form forms attached hereto as Exhibit A and Exhibit B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its best effortsthat, prior to commencing its due diligence investigation of any Target Business or obtain obtaining the services of any vendor, it will use its best efforts to obtain the acknowledgment of have such Target Business or vendor acknowledge in writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle 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 $40,600,000 200,000,000 for the benefit of the Public Shareholders and that, except for the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders in the event of the conversion of their shares upon consummation of a Business Combination or amendment to the Company’s Amended and Restated Memorandum and Articles of Association relating to pre-Business Combination activity, (ii) to the Public Shareholders in connection with the Company’s liquidation in the event the Company is unable to consummate a Business Combination within the required time period or (iiiii) to the Company concurrently with, or 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 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 of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and Exhibit B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its best effortsthat, prior to commencing its due diligence investigation of any Target Business or obtain obtaining the services of any vendor, it will use its best efforts to obtain the acknowledgment of have such Target Business or vendor acknowledge in writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle 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 $40,600,000 40,400,000 for the benefit of the Public Shareholders and that, except for the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders in the event of the conversion of their shares upon consummation of a Business Combination or amendment to the Company’s Amended and Restated Memorandum and Articles of Association relating to pre-Business Combination activity, (ii) to the Public Shareholders in connection with the Company’s liquidation in the event the Company is unable to consummate a Business Combination within the required time period or (iiiii) to the Company concurrently with, or 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 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 of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and Exhibit B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its best effortsthat, prior to commencing its due diligence investigation of any Target Business or obtain obtaining the services of any vendor, it will use its best efforts to obtain the acknowledgment of have such Target Business or vendor acknowledge in writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle 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 $40,600,000 51,250,000 for the benefit of the Public Shareholders and that, except for the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders in the event of the conversion of their shares upon consummation of a Business Combination or amendment to the Company’s Amended and Restated Memorandum and Articles of Association relating to pre-Business Combination activity, (ii) to the Public Shareholders in connection with the Company’s liquidation in the event the Company is unable to consummate a Business Combination within the required time period or (iiiii) to the Company concurrently with, or 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 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 of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and Exhibit B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its best effortsthat, prior to commencing its due diligence investigation of any Target Business or obtain obtaining the services of any vendor, it will use its best efforts to obtain the acknowledgment of have such Target Business or vendor acknowledge in writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle 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 $40,600,000 60,000,000 for the benefit of the Public Shareholders and that, except for the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders in the event of the conversion of their shares upon consummation of a Business Combination or amendment to the Company’s Amended and Restated Memorandum and Articles of Association relating to pre-Business Combination activity, (ii) to the Public Shareholders in connection with the Company’s liquidation in the event the Company is unable to consummate a Business Combination within the required time period or (iiiii) to the Company concurrently with, or 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 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 of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and Exhibit B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its best efforts, prior to commencing not commence its due diligence investigation of any operating business or businesses which the Company seeks to acquire (each, a “Target Business Business”) or obtain the services of any vendor, to obtain the acknowledgment of 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, Prospectus and understands that the Company has established the Trust Account, initially in an amount of $40,600,000 285,075,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders public stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders public stockholders in the event of the conversion redemption of their shares or in connection with the dissolution and liquidation of the Trust Account as part of the Company’s plan of dissolution and liquidation in the event the Company is unable to consummate a Business Combination within the required time period or (ii) to the Company after it consummates a Business Combination, Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business 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 target business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies of the Trust Account (“Claimclaim”) and waives any Claim 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 Exhibit Exhibits A and Exhibit B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its best efforts, prior to commencing its due diligence investigation of any Target Business or obtain the services of any vendor, to obtain the acknowledgment of such Target Business or vendor 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 $40,600,000 40,800,000 for the benefit of the Public Shareholders and that, except for the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders in the event of the conversion of their shares or in connection with the Company’s liquidation in the event redemption of their shares if the Company is unable to does not consummate a Business Consummation, (ii) to purchase Ordinary Shares prior to the consummation of a Business Combination within in accordance with the required time period Trust Agreement or (iiiii) 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 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 of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and Exhibit B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its best effortsthat, prior to commencing its due diligence investigation of any Target Business or obtain obtaining the services of any vendor, it will use its best efforts to obtain the acknowledgment of have such Target Business or vendor acknowledge in writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle, 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 $40,600,000 260,000,000 for the benefit of the Public Shareholders Stockholders and that, except for the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders Stockholders in the event of the conversion of their shares upon consummation of a Business Combination or amendment to the Company’s Amended and Restated Certificate of Incorporation relating to pre-Business Combination activity, (ii) to the Public Stockholders in connection with the Company’s liquidation in the event the Company is unable to consummate a Business Combination within the required time period or (iiiii) to the Company concurrently with, or 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 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 of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit Exhibits A and Exhibit B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its best effortsthat, prior to commencing its due diligence investigation of any Target Business or obtain obtaining the services of any vendor, it will use its best efforts to obtain the acknowledgment of have such Target Business or vendor acknowledge in writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle 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 $40,600,000 100,000,000 for the benefit of the Public Shareholders Stockholders and that, except for the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders Stockholders in the event of the conversion of their shares upon consummation of a Business Combination or amendment to the Company’s Charter relating to pre-Business Combination activity, (ii) to the Public Stockholders in connection with the Company’s liquidation in the event the Company is unable to consummate a Business Combination within the required time period or (iiiii) to the Company concurrently with, or 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 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 of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and Exhibit B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its best effortsthat, prior to commencing its due diligence investigation of any Target Business or obtain obtaining the services of any vendor, it will use its best efforts to obtain the acknowledgment of have such Target Business or vendor acknowledge in writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle 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 $40,600,000 53,812,500 for the benefit of the Public Shareholders and that, except for the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders in the event of the conversion of their shares upon consummation of a Business Combination or amendment to the Company’s Amended and Restated Memorandum and Articles of Association relating to pre-Business Combination activity, (ii) to the Public Shareholders in connection with the Company’s liquidation in the event the Company is unable to consummate a Business Combination within the required time period or (iiiii) to the Company concurrently with, or 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 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 of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and Exhibit B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its best effortsthat, prior to commencing its due diligence investigation of any Target Business or obtain obtaining the services of any vendor, it will use its reasonable best efforts to obtain the acknowledgment of have such Target Business or vendor acknowledge in writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle 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 $40,600,000 150,000,000 for the benefit of the Public Shareholders Stockholders and that, except for the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders Stockholders in the event of the conversion of their shares upon consummation of a Business Combination or amendment to the Company’s Charter relating to pre-Business Combination activity, (ii) to the Public Stockholders in connection with the Company’s liquidation in the event the Company is unable to consummate a Business Combination within the required time period or (iiiii) to the Company concurrently with, or 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 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 of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and Exhibit B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its best efforts, prior to commencing not commence its due diligence investigation of any operating business or businesses which the Company seeks to acquire (each, a "Target Business Business") or obtain the services of any vendor, to obtain the acknowledgment of 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, Prospectus and understands that the Company has established the Trust Account, initially in an amount of $40,600,000 35,280,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders public stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders public stockholders in the event of the conversion of their shares or in connection with the dissolution and liquidation of the Trust Account as part of the Company’s 's plan of dissolution and liquidation in the event the Company is unable to consummate a Business Combination within the required time period or (ii) to the Company after it consummates a Business Combination, Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business 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 target business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies of the Trust Account (“Claim”"claim") and waives any Claim 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 Exhibit E xhibits A and Exhibit BB , respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its best efforts, prior to commencing its due diligence investigation of any Target Business or obtain the services of any vendor, to obtain the acknowledgment of such Target Business or vendor 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 $40,600,000 40,000,000 for the benefit of the Public Shareholders and that, except for the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders in the event of the conversion of their shares or in connection with the Company’s liquidation in the event the Company is unable to consummate a Business Combination within the required time period or (ii) 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 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 of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and Exhibit B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its best effortsthat, prior to commencing its due diligence investigation of any Target Business or obtain obtaining the services of any vendor, it will use its best efforts to obtain the acknowledgment of have such Target Business or vendor acknowledge in writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle or other similar document (and subsequently acknowledges the same in any definitive EarlyBirdCapital, Inc. October 17, 2019 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 $40,600,000 120,000,000 for the benefit of the Public Shareholders and that, except for the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders in the event of the conversion of their shares upon consummation of a Business Combination or amendment to the Company’s Amended and Restated Memorandum and Articles of Association relating to pre-Business Combination activity, (ii) to the Public Shareholders in connection with the Company’s liquidation in the event the Company is unable to consummate a Business Combination within the required time period or (iiiii) to the Company concurrently with, or 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 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 of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and Exhibit B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its best efforts, prior to commencing its due diligence investigation of any Target Business or obtain the services of any vendor, to obtain the acknowledgment of such Target Business or vendor 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 $40,600,000 50,000,000 for the benefit of the Public Shareholders and that, except for the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders in the event of the conversion of their shares or in connection with the Company’s liquidation in the event redemption of their shares if the Company is unable to does not consummate a Business Consummation, (ii) to purchase Ordinary Shares prior to the consummation of a Business Combination within in accordance with the required time period Trust Agreement or (iiiii) 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 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 of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and Exhibit B, respectively.

Trust Account Waiver Acknowledgments. 7.2.1. The Company hereby agrees that it will use its best effortsthat, prior to commencing its due diligence investigation of any Target Business or obtain obtaining the services of any vendor, it will use its commercially reasonable efforts to obtain the acknowledgment of have such Target Business or vendor acknowledge in writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle or other similar document (and subsequently acknowledges acknowledge 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 $40,600,000 83,200,000 for the benefit of the Public Shareholders Stockholders and that, except for the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders Stockholders in the event of the conversion of their shares upon consummation of a Business Combination or amendment to the Company’s Amended and Restated Certificate of Incorporation relating to pre-Business Combination activity, (ii) to the Public Stockholders in connection with the Company’s liquidation in the event the Company is unable to consummate a Business Combination within the required time period or (iiiii) to the Company concurrently with, or 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 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 of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and Exhibit B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its best effortsthat, prior to commencing its due diligence investigation of any Target Business or obtain obtaining the services of any vendor, it will use commercially reasonable efforts to obtain the acknowledgment of have such Target Business or vendor acknowledge in writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle 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 $40,600,000 204,000,000 for the benefit of the Public Shareholders Stockholders and that, except for the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders Stockholders in the event of the conversion redemption of their shares of Class A Common Stock upon consummation of a Business Combination or amendment to the Company’s Charter Documents relating to pre-Business Combination activity; (ii) to the Public Stockholders in connection with the Company’s liquidation in the event the Company is unable to consummate a Business Combination within the required time period period; or (iiiii) to the Company concurrently with, or after it consummates 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 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 of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit Exhibits A and Exhibit B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its best effortsthat, prior to commencing its due diligence investigation of any Target Business or obtain obtaining the services of any vendor, it will use its best efforts to obtain the acknowledgment of have such Target Business or vendor acknowledge in writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle 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 $40,600,000 151,500,000 for the benefit of the Public Shareholders Stockholders and that, except for the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders Stockholders in the event of the conversion of their shares upon consummation of a Business Combination or amendment to the Company’s Amended and Restated Certificate of Incorporation relating to pre-Business Combination activity, (ii) to the Public Stockholders in connection with the Company’s liquidation in the event the Company is unable to consummate a Business Combination within the required time period or (iiiii) to the Company concurrently with, or 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 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 of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and Exhibit B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its best effortsthat, prior to commencing its due diligence investigation of any Target Business or obtain obtaining the services of any vendor, it will use its best efforts to obtain the acknowledgment of have such Target Business or vendor acknowledge in writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle 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 $40,600,000 70,000,000 for the benefit of the Public Shareholders and that, except for the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders in the event of the conversion of their shares upon consummation of a Business Combination or amendment to the Company’s Amended and Restated Memorandum and Articles of Association relating to pre-Business Combination activity, (ii) to the Public Shareholders in connection with the Company’s liquidation in the event the Company is unable to consummate a Business Combination within the required time period or (iiiii) to the Company concurrently with, or 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 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 of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and Exhibit B, respectively.

Trust Account Waiver Acknowledgments. 7.2.1. The Company hereby agrees that it will use its best effortsthat, prior to commencing its due diligence investigation of any Target Business or obtain obtaining the services of any vendor, it will use its best efforts to obtain the acknowledgment of have such Target Business or vendor acknowledge in writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle 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 $40,600,000 73,440,000 for the benefit of the Public Shareholders and that, except for the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders in the event of the conversion of their shares upon consummation of a Business Combination or amendment to the Company’s Amended and Restated Memorandum and Articles of Association relating to pre-Business Combination activity, (ii) to the Public Shareholders in connection with the Company’s liquidation in the event the Company is unable to consummate a Business Combination within the required time period or (iiiii) to the Company concurrently with, or 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 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 of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and Exhibit B, respectively.. EarlyBirdCapital, Inc. _________ __, 2015

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its best effortsthat, prior to commencing its due diligence investigation of any Target Business or obtain obtaining the services of any vendor, it will use its best efforts to obtain the acknowledgment of have such Target Business or vendor acknowledge in writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle, 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 $40,600,000 130,000,000 for the benefit of the Public Shareholders Stockholders and that, except for the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders Stockholders in the event of the conversion of their shares upon consummation of a Business Combination or amendment to the Company’s Amended and Restated Certificate of Incorporation relating to pre-Business Combination activity, (ii) to the Public Stockholders in connection with the Company’s liquidation in the event the Company is unable to consummate a Business Combination within the required time period or (iiiii) to the Company concurrently with, or 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 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 of the Trust Account (“Claim”) and waives any Claim it may have in the future as EarlyBirdCapital, Inc. , 2019 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 Exhibit Exhibits A and Exhibit B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its commercially reasonable best efforts, efforts prior to commencing its due diligence investigation of any prospective Target Business or obtain prior to obtaining the services of any vendor, vendor to obtain the acknowledgment of have such Target Business or vendor 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, Prospectus and understands that the Company has established the Trust Account, initially in an amount of $40,600,000 224,400,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders in the event of they elect to redeem the conversion of their shares or Ordinary Shares contained in the Public Securities in connection with the Company’s liquidation in consummation of a Business Combination, (ii) to the event Public Shareholders s if the Company is unable fails to consummate a Business Combination within the required time period set forth in the Charter Documents, or (iiiii) to the Company after it consummates or concurrently with the consummation of a Business Combination, 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 of in the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and Exhibit B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its best efforts, prior to commencing not commence its due diligence investigation of any operating business or businesses which the Company seeks to acquire (each, a “Target Business Business”) or obtain the services of any vendor, to obtain the acknowledgment of 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, Prospectus and understands that the Company has established the Trust Account, initially in an amount of $40,600,000 30,080,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders in the event of the conversion of their shares or in connection with the dissolution and liquidation of the Trust Account as part of the Company’s plan of dissolution and liquidation in the event the Company is unable to consummate a Business Combination within the required time period or (ii) to the Company 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 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 of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A C and Exhibit BD, respectively.. Broadband Capital Management LLC , 2008

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its best efforts, prior to commencing not commence its due diligence investigation of any operating business or businesses which the Company seeks to acquire (each, a “Target Business Business”) or obtain the services of any vendor, to obtain the acknowledgment of 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, Prospectus and understands that the Company has established the Trust Account, initially in an amount of $40,600,000 198,300,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders public stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders public stockholders in the event of the conversion of their shares or in connection with the Company’s liquidation in the event the Company is unable to consummate they vote against a Business Combination within the required time period or and elect to convert their shares, (ii) to the holders of the IPO Shares upon the dissolution and liquidation of the Trust Account as part of the Company’s plan of dissolution and liquidation, (iii) to the Company after it consummates upon consummation of a Business CombinationCombination or (iv) to the Company only with respect to the interest income permitted to be disbursed to it, net of taxes, to fund working capital 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 of the Trust Account (“Claimclaim”) and waives any Claim 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 Exhibit Exhibits A and Exhibit B, respectively.

Trust Account Waiver Acknowledgments. 7.2.1. The Company hereby agrees that it will use its best effortsthat, prior to commencing its due diligence investigation of any Target Business or obtain obtaining the services of any vendor, it will use its best efforts to obtain the acknowledgment of have such Target Business or vendor acknowledge in writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle 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 $40,600,000 61,200,000 for the benefit of the Public Shareholders and that, except for the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders in the event of the conversion of their shares upon consummation of a Business Combination or amendment to the Company’s Amended and Restated Memorandum and Articles of Association relating to pre-Business Combination activity, (ii) to the Public Shareholders in connection with the Company’s liquidation in the event the Company is unable to consummate a Business Combination within the required time period or (iiiii) to the Company concurrently with, or 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 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 of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and Exhibit B, respectively.. EarlyBirdCapital, Inc. September 30, 2014 Page 36 of 45

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its best efforts, prior to commencing not commence its due diligence investigation of any operating business or businesses which the Company seeks to acquire (each, a “Target Business Business”) or obtain the services of any vendor, to obtain the acknowledgment of 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, Prospectus and understands that the Company has established the Trust Account, initially in an amount of $40,600,000 150,000,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders in the event of the conversion of their shares or in connection with the dissolution and liquidation of the Trust Account as part of the Company’s plan of dissolution and liquidation in the event the Company is unable to consummate a Business Combination within the required time period or (ii) to the Company 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 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 of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and Exhibit B, respectively.

Trust Account Waiver Acknowledgments. 7.2.1. The Company hereby agrees that it will use its best effortsthat, prior to commencing its due diligence investigation of any Target Business or obtain obtaining the services of any vendor, it will use its best efforts to obtain the acknowledgment of have such Target Business or vendor acknowledge in writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle 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 $40,600,000 52,000,000 for the benefit of the Public Shareholders and that, except for the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders in the event of the conversion of their shares upon consummation of a Business Combination or amendment to the Company’s Amended and Restated Memorandum and Articles of Association relating to pre-Business Combination activity, (ii) to the Public Shareholders in connection with the Company’s liquidation in the event the Company is unable to consummate a Business Combination within the required time period or (iiiii) to the Company concurrently with, or 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 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 of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and Exhibit B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its best effortsthat, prior to commencing its due diligence investigation of any Target Business or obtain obtaining the services of any vendor, it will use its best efforts to obtain the acknowledgment of have such Target Business or vendor acknowledge in writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle 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 $40,600,000 102,000,000 for the benefit of the Public Shareholders and that, except for the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders in the event of the conversion of their shares upon consummation of a Business Combination or amendment to the Charter Documents relating to pre-Business Combination activity, (ii) to the Public Shareholders in connection with the Company’s liquidation in the event the Company is unable to consummate a Business Combination within the required time period or (iiiii) to the Company and others concurrently with, or 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 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 of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and Exhibit B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its best effortsthat, prior to commencing its due diligence investigation of any Target Business or obtain obtaining the services of any vendor, it will use its best efforts to obtain the acknowledgment of have such Target Business or vendor acknowledge in writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle 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 $40,600,000 121,200,000 for the benefit of the Public Shareholders Stockholders and that, except for the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders Stockholders in the event of the conversion of their shares Subunits upon consummation of a Business Combination or amendment to the Company’s Amended and Restated Certificate of Incorporation relating to pre-Business Combination activity, (ii) to the Public Stockholders in connection with the Company’s liquidation in the event the Company is unable to consummate a Business Combination within the required time period or (iiiii) to the Company concurrently with, or 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 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 of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and Exhibit B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its best effortsthat, prior to commencing its due diligence investigation of any Target Business or obtain obtaining the services of any vendor, it will use its best efforts to obtain the acknowledgment of have such Target Business or vendor acknowledge in writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle 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 $40,600,000 101,000,000 for the benefit of the Public Shareholders and that, except for the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders in the event of the conversion of their shares upon consummation of a Business Combination or amendment to the Charter Documents relating to pre-Business Combination activity, (ii) to the Public Shareholders in connection with the Company’s liquidation in the event the Company is unable to consummate a Business Combination within the required time period or (iiiii) to the Company and others concurrently with, or 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 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 of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and Exhibit B, respectively.. EarlyBirdCapital, Inc. ___________, 2021

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its best effortsthat, prior to commencing its due diligence investigation of any Target Business or obtain obtaining the services of any vendor, it will use its best efforts to obtain the acknowledgment of have such Target Business or vendor acknowledge in writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle 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 $40,600,000 151,500,000 for the benefit of the Public Shareholders and that, except for the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders in the event of the conversion of their shares upon consummation of a Business Combination or amendment to the Company’s Charter relating to pre-Business Combination activity, (ii) to the Public Shareholders in connection with the Company’s liquidation in the event the Company is unable to consummate a Business Combination within the required time period or (iiiii) to the Company and others concurrently with, or 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 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 of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and Exhibit B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its best efforts, prior to commencing its due diligence investigation of any Target Business or obtain the services of any vendor, to obtain the acknowledgment of such Target Business or vendor 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 $40,600,000 125,625,000 for the benefit of the Public Shareholders and that, except for the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders in the event of the conversion of their shares or in connection with the Company’s liquidation in the event the Company is unable to consummate a Business Combination within the required time period or (ii) 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 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 of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and Exhibit B, respectively.

Trust Account Waiver Acknowledgments. 7.1.1. The Company hereby agrees that it will use its best effortsthat, prior to commencing its due diligence investigation of any Target Business or obtain obtaining the services of any vendor, it will use its best efforts to obtain the acknowledgment of have such Target Business or vendor acknowledge in writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle 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 $40,600,000 40,800,000 for the benefit of the Public Shareholders Stockholders and that, except for the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders Stockholders in the event of the conversion of their shares of Common Stock upon consummation of a Business Combination or amendment to the Company’s Amended and Restated Certificate of Incorporation relating to pre-Business Combination activity, (ii) to the Public Stockholders in connection with the Company’s liquidation in the event the Company is unable to consummate a Business Combination within the required time period or (iiiii) to the Company concurrently with, or 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 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 of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and Exhibit B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its best effortsthat, prior to commencing its due diligence investigation of any Target Business or obtain obtaining the services of any vendor, it will use its best efforts to obtain the acknowledgment of have such Target Business or vendor acknowledge in writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle 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 $40,600,000 40,900,000 for the benefit of the Public Shareholders and that, except for the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders in the event of the conversion of their shares upon consummation of a Business Combination or amendment to the Company’s Amended and Restated Memorandum and Articles of Association relating to pre-Business Combination activity, (ii) to the Public Shareholders in connection with the Company’s liquidation in the event the Company is unable to consummate a Business Combination within the required time period or (iiiii) to the Company concurrently with, or 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 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 of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and Exhibit B, respectively.. EarlyBirdCapital, Inc. _________ __, 2014 Page 37 of 42

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its best efforts, prior to commencing not commence its due diligence investigation of any operating business or businesses which the Company seeks to acquire (each, a “Target Business Business”) or obtain the services of any vendor, to obtain the acknowledgment of 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, Prospectus and understands that the Company has established the Trust Account, initially in an amount of $40,600,000 200,000,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders public stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders public stockholders in the event of the conversion of their shares or in connection with the Company’s liquidation in the event the Company is unable to consummate they vote against a Business Combination within the required time period or and elect to convert their shares, (ii) to the holders of the IPO Shares upon the dissolution and liquidation of the Trust Account as part of the Company’s plan of dissolution and liquidation, (iii) to the Company after it consummates upon consummation of a Business CombinationCombination or (iv) to the Company only with respect to the interest income permitted to be disbursed to it, net of taxes, to fund working capital 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 of the Trust Account (“Claimclaim”) and waives any Claim 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 Exhibit Exhibits A and Exhibit B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its best effortsthat, prior to commencing its due diligence investigation of any Target Business or obtain obtaining the services of any vendor, it will use its best efforts to obtain the acknowledgment of have such Target Business or vendor acknowledge in writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle 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 $40,600,000 220,000,000 for the benefit of the Public Shareholders and that, except for the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders in the event of the conversion of their shares upon consummation of a Business Combination or amendment to the Company’s Amended and Restated Memorandum and Articles of Association relating to pre-Business Combination activity, (ii) to the Public Shareholders in connection with the Company’s liquidation in the event the Company is unable to consummate a Business Combination within the required time period or (iiiii) to the Company concurrently with, or 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 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 of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and Exhibit B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its best effortsthat, prior to commencing its due diligence investigation of any Target Business or obtain obtaining the services of any vendor, it will use its best efforts to obtain the acknowledgment of have such Target Business or vendor acknowledge in writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle 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 $40,600,000 150,000,000 for the benefit of the Public Shareholders Stockholders and that, except for the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders Stockholders in the event of the conversion redemption of their shares upon consummation of a Business Combination or amendment to the Company’s Charter relating to pre-Business Combination activity, (ii) to the Public Stockholders in connection with the Company’s liquidation in the event the Company is unable to consummate a Business Combination within the required time period or (iiiii) to the Company and others concurrently with, or 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 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 of the Trust Account Northland Securities, Inc.August 12, 2021Page 36 of 45 (“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 Exhibit A and Exhibit B, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its best efforts, prior to commencing not commence its due diligence investigation of any Target Business or obtain the services of any vendor, to obtain the acknowledgment of 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 $40,600,000 50,500,000 for the benefit of the Public Shareholders Stockholders and that, except for the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders Stockholders in the event of the conversion of their shares or in connection with the dissolution and liquidation of the Trust Account as part of the Company’s liquidation in plan of dissolution and liquidation, (ii) to purchase Common Stock prior to the event the Company is unable to consummate consummation of a Business Combination within in accordance with the required time period Trust Agreement or (iiiii) 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 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 of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A B and Exhibit BC, respectively.

Trust Account Waiver Acknowledgments. 7.1.1. The Company hereby agrees that it will use its best effortsthat, prior to commencing its due diligence investigation of any Target Business or obtain obtaining the services of any vendor, it will use its best efforts to obtain the acknowledgment of have such Target Business or vendor acknowledge in writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle 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 $40,600,000 40,800,000 for the benefit of the Public Shareholders Stockholders and that, except for the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders Stockholders in the event of the conversion of their shares of Common Stock upon consummation of a Business Combination or amendment to the Company’s Amended and Restated Certificate of Incorporation relating to pre-Business Combination activity, (ii) to the Public Stockholders in connection with the Company’s liquidation in the event the Company is unable to consummate a Business Combination within the required time period or (iiiii) to the Company concurrently with, or 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 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 of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and Exhibit B, respectively.. EarlyBirdCapital, Inc. [·], 2015

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its best efforts, prior to commencing not commence its due diligence investigation of any operating business or businesses which the Company seeks to acquire (each, a “Target Business Business”) or obtain the services of any vendor, to obtain the acknowledgment of 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, Prospectus and understands that the Company has established the Trust Account, initially in an amount of $40,600,000 31,680,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders in the event of the conversion of their shares or in connection with the dissolution and liquidation of the Trust Account as part of the Company’s plan of dissolution and liquidation in the event the Company is unable to consummate a Business Combination within the required time period or (ii) to the Company 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 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 of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A C and Exhibit BD, respectively.. Broadband Capital Management LLC March [ ], 2008

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its best effortsthat, prior to commencing its due diligence investigation of any Target Business or obtain obtaining the services of any vendor, it will use its reasonable best efforts to obtain the acknowledgment of have such Target Business or vendor acknowledge in writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle 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 $40,600,000 160,650,000 for the benefit of the Public Shareholders Stockholders and that, except for the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders Stockholders in the event of the conversion of their shares or upon consummation of a Business Combination, (ii) to the Public Stockholders in connection with the Company’s liquidation in the event the Company is unable to consummate a Business Combination within the required require time period or (iiiii) to the Company concurrently with, or 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 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 of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A B and Exhibit BC, respectively.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its commercially reasonable best efforts, efforts prior to commencing its due diligence investigation of any prospective Target Business or obtain prior to obtaining the services of any vendor, vendor to obtain the acknowledgment of have such Target Business or vendor 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, Prospectus and understands that the Company has established the Trust Account, initially in an aggregate amount of $40,600,000 201,000,000 (or an aggregate amount of $231,150,000 if the Over-allotment Option is exercised in full), representing $10.05 per Unit sold hereunder for the benefit of the Public Shareholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders in the event of the conversion of their shares or they elect to redeem Public Shares in connection with the Company’s liquidation in consummation of a Business Combination, (ii) to the event Public Shareholders if the Company is unable fails to consummate a Business Combination within the required time period set forth in the Charter Documents, or (iiiii) to the Company after it consummates or concurrently with the consummation of a Business Combination, 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 of in the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and Exhibit B, respectively.

Trust Account Waiver Acknowledgments. 7.2.1. The Company hereby agrees that it will use its best effortsthat, prior to commencing its due diligence investigation of any Target Business or obtain obtaining the services of any vendor, it will use its best efforts to obtain the acknowledgment of have such Target Business or vendor acknowledge in writing, whether through a letter of intent, memorandum of understanding understanding, agreement in principle 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 $40,600,000 131,300,000 for the benefit of the Public Shareholders Stockholders and that, except for the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders Stockholders in the event of the conversion of their shares upon consummation of a Business Combination or amendment to the Company’s Amended and Restated Certificate of Incorporation relating to pre-Business Combination activity, (ii) to the Public Stockholders in connection with the Company’s liquidation in the event the Company is unable to consummate a Business Combination within the required time period or (iiiii) to the Company concurrently with, or 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 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 of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit A and Exhibit B, respectively.