Common use of Trust Account Waiver Acknowledgments Clause in Contracts

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will not commence its due diligence investigation of any Target Business or obtain the services of any vendor unless and until such Target Business or vendor acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus, and understands that the Company has established the Trust Account, initially in an amount of $25,000,000 (without giving effect to the issuance of any Option Units) for the benefit of the Public 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 Stockholders if the Company does not consummate a Business Consummation, or (ii) to the Company after it consummates an Initial Business Transaction, and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating an Initial Business Transaction 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 held in the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibits A and B, respectively. The Company may forgo obtaining such waivers only if the Company shall have received the approval of its President and the approval of at least a majority of its Board of Directors.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will not commence its due diligence investigation of any Target Business or obtain the services of any vendor unless and until such Target Business or vendor acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus, Prospectus and understands that the Company has established the Trust Account, initially in an amount of $25,000,000 (without giving effect to the issuance of any Option Units) 15,000,000 for the benefit of the Public Stockholders 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 Stockholders if Shareholders in the Company does not consummate event of the conversion of their Subunits or the dissolution and liquidation of the Trust Account as part of the Company’s plan of dissolution and liquidation, (ii) to purchase Subunits prior to the consummation of a Business Consummation, Combination in accordance with the Plan or (iiiii) to the Company after it consummates an Initial a Business TransactionCombination, and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating an Initial a Business Transaction 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 held in 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 Exhibits A Exhibit D and BE, respectively. The Company may forgo obtaining such waivers only if the Company shall have received the approval of its President and the approval of at least a majority of its Board of Directors.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will not commence its due diligence investigation of any operating business or businesses which the Company seeks to acquire (each, a “Target Business Business”) or obtain the services of any vendor unless and until such Target Business or vendor acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus, Prospectus and understands that the Company has established the Trust Account, initially in an amount of $25,000,000 59,150,000 (without giving effect to any exercise of the issuance of any Option UnitsOver-allotment Option) for the benefit of the Public Stockholders public stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Stockholders if public stockholders in the Company does not consummate a Business Consummation, event of the redemption of their shares or the dissolution and liquidation of the Trust Account as part of the Company’s plan of dissolution and liquidation or (ii) to the Company after it consummates an Initial a Business Transaction, Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business target business for purposes of consummating an Initial a Business Transaction 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 held in 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 Exhibits A and B, respectively. The Company may forgo obtaining such waivers only if the Company shall have received the approval of its President and the approval of at least a majority of its Board of Directors.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will not commence its due diligence investigation of any operating business or businesses which the Company seeks to acquire (each, a “Target Business Business”) or obtain the services of any vendor unless and until such Target Business or vendor acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus, Prospectus and understands that the Company has established the Trust Account, initially in an amount of $25,000,000 285,075,000 (without giving effect to any exercise of the issuance of any Option UnitsOver-allotment Option) for the benefit of the Public Stockholders 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 Stockholders if public shareholders in the Company does not consummate a Business Consummation, event of the redemption of their shares or the dissolution and liquidation of the Trust Account as part of the Company’s plan of dissolution and liquidation or (ii) to the Company after it consummates an Initial a Business Transaction, Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business target business for purposes of consummating an Initial a Business Transaction 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 held in 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 Exhibits A and B, respectively. The Company may forgo obtaining such waivers only if the Company shall have received the approval of its President and the approval of at least a majority of its Board of Directors.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will not commence its due diligence investigation of any Target Business or obtain the services of any vendor unless and until such Target Business or vendor acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus, Prospectus and understands that the Company has established the Trust Account, initially in an amount of $25,000,000 (without giving effect to the issuance of any Option Units) 72,720,000, for the benefit of the Public Stockholders 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 Stockholders if Shareholders in the Company does not consummate event of the conversion of their shares or the dissolution and liquidation of the Trust Account as part of the Company’s plan of dissolution and liquidation, (ii) to purchase Shares prior to the consummation of a Business Consummation, Combination in accordance with the Trust Agreement or (iiiii) to the Company after it consummates an Initial a Business TransactionCombination, and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating an Initial a Business Transaction 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 held in 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 applicable form attached hereto as Exhibits A Exhibit B and BC, respectively. The Company may forgo obtaining such waivers only if the Company shall have received the approval of its President and the approval of at least a majority of its Board of Directors.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will not commence its due diligence investigation of any operating business or businesses which the Company seeks to acquire (each, a “Target Business Business”) or obtain the services of any vendor unless and until such Target Business or vendor acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus, Prospectus and understands that the Company has established the Trust Account, initially in an amount of $25,000,000 99,000,000 (without giving effect to any exercise of the issuance of any Option UnitsOver-allotment Option) for the benefit of the Public Stockholders 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 Stockholders if Shareholders in the Company does not consummate a Business Consummation, event of the conversion of their shares or the dissolution and liquidation of the Trust Account as part of the Company’s plan of dissolution and liquidation or (ii) to the Company after it consummates an Initial a Business Transaction, Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating an Initial a Business Transaction 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 held in 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 Exhibits A Exhibit E and BF, respectively. The Company may forgo obtaining such waivers only if the Company shall have received the approval of its President and the approval of at least a majority of its Board of Directors.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will not commence use its best efforts, prior to commencing its due diligence investigation of any Target Business or obtain the services of any vendor unless and until vendor, to obtain the acknowledgment of 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 $25,000,000 (without giving effect to the issuance of any Option Units) 50,500,000 for the benefit of the Public Stockholders 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 Stockholders Shareholders in the event of the conversion of their shares or the redemption of their shares if the Company does not consummate a Business Consummation, (ii) to purchase Ordinary Shares prior to the consummation of a Business Combination in accordance with the Trust Agreement or (iiiii) to the Company after it consummates an Initial a Business TransactionCombination, and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating an Initial a Business Transaction 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 held in 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 Exhibits Exhibit A and Exhibit B, respectively. The Company may forgo obtaining such waivers only if the Company shall have received the approval of its President and the approval of at least a majority of its Board of Directors.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will not commence its due diligence investigation of any operating business or businesses which the Company seeks to acquire (each, a “Target Business Business”) or obtain the services of any vendor unless and until such Target Business or vendor acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus, Prospectus and understands that the Company has established the Trust Account, initially in an amount of $25,000,000 200,000,000 (without giving effect to any exercise of the issuance of any Option UnitsOver-allotment Option) for the benefit of the Public Stockholders 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 Stockholders if Shareholders in the Company does not consummate a Business Consummation, event of the conversion of their shares or the dissolution and liquidation of the Trust Account as part of the Company’s plan of dissolution and liquidation or (ii) to the Company after it consummates an Initial a Business Transaction, Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business Maxim Group LLC , 2007 Page 38 of 45 for purposes of consummating an Initial a Business Transaction 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 held in 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 Exhibits A Exhibit C and BD, respectively. The Company may forgo obtaining such waivers only if the Company shall have received the approval of its President and the approval of at least a majority of its Board of Directors.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will not commence that, prior to commencing its due diligence investigation of any Target Business or obtain obtaining the services of any vendor unless and until vendor, it will use its best efforts to have such Target Business or vendor acknowledges 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 $25,000,000 (without giving effect to the issuance of any Option Units) 50,160,000 for the benefit of the Public 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 Stockholders if in the Company does not consummate event of the conversion of their shares upon consummation of a Business ConsummationCombination, or (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 (iii) to the Company concurrently with, or after it consummates an Initial a Business TransactionCombination, and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating an Initial a Business Transaction 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 held in 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 Exhibits A Exhibit B and BC, respectively. The Company may forgo obtaining such waivers only if the Company shall have received the approval EarlyBirdCapital, Inc. _____________, 2013 Page 35 of its President and the approval of at least a majority of its Board of Directors.45

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will not commence its due diligence investigation of any Target Business or obtain the services of any vendor unless and until such Target Business or vendor acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus, Prospectus and understands that the Company has established the Trust Account, initially in an amount of $25,000,000 (without giving effect to the issuance of any Option Units) 36,000,000 for the benefit of the Public Stockholders 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 Stockholders if Shareholders in the Company does not consummate a Business Consummation, event of the conversion of their shares or the dissolution and liquidation of the Trust Account as part of the Company’s plan of dissolution and liquidation or (ii) to the Company after it consummates an Initial a Business Transaction, Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating an Initial a Business Transaction 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 held in 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 Exhibits A Exhibit C and BD, respectively. The Company may forgo obtaining such waivers only if the Company shall have received the approval of its President and the approval of at least a majority of its Board of Directors.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will not commence its due diligence investigation of any operating business or businesses which the Company seeks to acquire (each, a “Target Business Business”) or obtain the services of any vendor unless and until such Target Business or vendor acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus, Prospectus and understands that the Company has established the Trust Account, initially in an amount of $25,000,000 ________ (without giving effect to any exercise of the issuance of any Option UnitsOver-allotment Option) for the benefit of the Public Stockholders Shareholders and that, except for taxes payable by the Company and up to $1,400,000 of interest earned on the amounts held in the Trust Accountto fund working capital, the Company may disburse monies from the Trust Account only: (i) to the Public Stockholders if Shareholders in the Company does not consummate a Business Consummation, event of the conversion of their Ordinary Shares or the dissolution and liquidation of the Trust Account as part of the Company’s plan of dissolution and liquidation or (ii) to the Company after it consummates an Initial a Business Transaction, Combination and (b) for and in consideration of the Company (1i) agreeing to evaluate such Target Business for purposes of consummating an Initial a Business Transaction 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 held in 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 be substantially be in the form attached hereto as Exhibits Exhibit A and Exhibit B, respectively. The Company may forgo obtaining such waivers only if the Company shall have received the approval of its President and the approval of at least a majority of its Board of Directors.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will not commence use best efforts, prior to commencing its due diligence investigation of any operating business or businesses which the Company seeks to acquire (each, a "Target Business Business") or obtain obtaining the services of any vendor unless and until vendor, to obtain from such Target Business or vendor acknowledges an acknowledgment 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 $25,000,000 35,640,000 (without giving effect to any exercise of the issuance of any Option UnitsOver-allotment Option) for the benefit of the Public Stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Stockholders if in the Company does not consummate a Business Consummation, event of the conversion of their shares or the dissolution and liquidation of the Trust Account as part of the Company's plan of dissolution and liquidation or (ii) to the Company after it consummates an Initial a Business Transaction, Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business target business for purposes of consummating an Initial a Business Transaction 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 held in 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 Exhibits A and B, respectively. The Company may forgo obtaining such waivers only if the Company shall have received the approval of its President and the approval of at least a majority of its Board of Directors.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will not commence use best efforts, prior to commencing its due diligence investigation of any operating business or businesses which the Company seeks to acquire (each, a “Target Business Business”) or obtain obtaining the services of any vendor unless and until vendor, to obtain from such Target Business or vendor acknowledges an acknowledgment 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 $25,000,000 35,640,000 (without giving effect to any exercise of the issuance of any Option UnitsOver-allotment Option) for the benefit of the Public Stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Stockholders if in the Company does not consummate a Business Consummation, event of the conversion of their shares or the dissolution and liquidation of the Trust Account as part of the Company’s plan of dissolution and liquidation or (ii) to the Company after it consummates an Initial a Business Transaction, Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business target business for purposes of consummating an Initial a Business Transaction 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 held in 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 Exhibits A and B, respectively. The Company may forgo obtaining such waivers only if the Company shall have received the approval of its President and the approval of at least a majority of its Board of Directors.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will not commence its due diligence investigation of any Target Business or obtain the services of any vendor unless and until such Target Business or vendor acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus, Prospectus and understands that the Company has established the Trust Account, initially in an amount of $25,000,000 (without giving effect to the issuance of any Option Units) 54,300,000 for the benefit of the Public Stockholders 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 Stockholders if Shareholders in the Company does not consummate a Business Consummation, event of the redemption of their shares or the dissolution and liquidation of the Trust Account as part of the Company’s plan of dissolution and liquidation or (ii) to the Company after it consummates an Initial a Business Transaction, Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating an Initial a Business Transaction 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 held in 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 Exhibits A Exhibit C and BD, respectively. The Company may forgo obtaining such waivers only if the Company shall have received the approval of its President and the approval of at least a majority of its Board of Directors.

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will not commence that, prior to commencing its due diligence investigation of any Target Business or obtain obtaining the services of any vendor unless and until vendor, it will use its best efforts to have such Target Business or vendor acknowledges 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 $25,000,000 (without giving effect to the issuance of any Option Units) 55,176,000 for the benefit of the Public 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 Stockholders if in the Company does not consummate event of the conversion of their shares upon consummation of a Business ConsummationCombination, or (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 (iii) to the Company concurrently with, or after it consummates an Initial a Business TransactionCombination, and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating an Initial a Business Transaction 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 held in 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 Exhibits A Exhibit B and BC, respectively. The Company may forgo obtaining such waivers only if the Company shall have received the approval of its President and the approval of at least a majority of its Board of Directors.