Common use of Trust Fund Waiver Acknowledgment Clause in Contracts

Trust Fund Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any operating business which the Company seeks to acquire (each a “Target Business”) or obtain the services of any vendor or other third party unless and until such Target Business, vendor, or other third party acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it understands that the Company has established the Trust Fund, initially in an amount of $36,542,665 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Stockholders and the Underwriters as described in Section 4.10.2 hereof, and that the Company may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event they elect to convert their IPO Shares (described below in Section 8.7), (ii) to the Public Stockholders in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional 6-month period, as described in the Prospectus) or (iii) to the Company and the Underwriters as described in Section 4.10.2. hereof, 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 or other third party, as the case may be, such Target Business, vendor or other third party agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (“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 Fund for any reason whatsoever. Notwithstanding the foregoing, in the event any Target Business, vendor or other third party refuses to acknowledge in writing that it does not have any rights, title, interest or claims of any kind in or to any monies in the Trust Fund, the Company may nonetheless commence its due diligence investigations of such Target Business or obtain the services of any such vendor or third party if and only if the Company’s Board determines in good faith after due inquiry that the Company would be unable to obtain, on a reasonable basis, substantially similar services or opportunities from another entity willing to execute such a waiver.

Trust Fund Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any operating business in the technology-related sector which the Company seeks to acquire (each a “"Target Business”") or obtain the services of any vendor or other third party unless and until such Target Business, vendor, or other third party acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Fund, initially in an amount of $36,542,665 42,710,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Stockholders and the Underwriters as described in Section 4.10.2 hereof, and that the Company may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event they elect to convert their IPO Shares (as described below in Section 8.77.7), (ii) to the Public Stockholders in the event that the Company does not effect a Business Combination within 18 eighteen (18) months from the consummation of this Offering (subject to extension for an additional 6-month period, as described in the Prospectus) or (iii) to the Company and the Underwriters as described in Section 4.10.2. hereof, 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 or other third party, as the case may be, such Target Business, vendor or other third party agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (“"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 Fund for any reason whatsoever. Notwithstanding the foregoing, in the event any Target Business, vendor or other third party refuses to acknowledge in writing that it does not have any rights, title, interest or claims of any kind in or to any monies in the Trust Fund, the Company may nonetheless commence its due diligence investigations of such Target Business or obtain the services of any such vendor or third party if and only if the Company’s Board determines in good faith after due inquiry that the Company would be unable to obtain, on a reasonable basis, substantially similar services or opportunities from another entity willing to execute such a waiver.

Trust Fund Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any operating business which the Company seeks to acquire (each a “Target Business”) or obtain the services of any vendor or other third party unless and until such Target Business, vendor, Business or other third party 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 Fund, initially in an amount of $36,542,665 (without giving effect to any exercise of the Over-allotment Option) 22,920,000 for the benefit of the Public Stockholders and the Underwriters as described in Section 4.10.2 hereof, public stockholders and that the Company may disburse monies from the Trust Fund only (i) to the Public Stockholders public stockholders in the event they elect to convert their IPO Shares (described as defined below in Section 8.78.8), (ii) to the Public Stockholders in public stockholders upon the event that liquidation of the Company does not effect if the Company fails to consummate a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional 6-month period, as described in the Prospectus) or (iii) to the Company and after, or concurrently with, the Underwriters as described in Section 4.10.2. hereof, after it consummates consummation of a Business Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2) agreeing to engage the services of the vendor or other third partyvendor, as the case may be, such Target Business, Business or vendor or other third party agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (“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 Fund for any reason whatsoever. Notwithstanding the foregoing, in the event any Target Business, vendor or other third party refuses to acknowledge in writing that it does not have any rights, title, interest or claims of any kind in or to any monies in the Trust Fund, the Company may nonetheless commence its due diligence investigations of such Target Business or obtain the services of any such vendor or third party if and only if the Company’s Board determines in good faith after due inquiry that the Company would be unable to obtain, on a reasonable basis, substantially similar services or opportunities from another entity willing to execute such a waiver.

Trust Fund Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any operating business in the technology, media or telecommunications industries which the Company seeks to acquire (each a “"Target Business”") or obtain the services of any vendor or other third party unless and until such Target Business, vendor, or other third party acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Fund, initially in an amount of $36,542,665 [81,665,000] (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Stockholders and the Underwriters as described in Section 4.10.2 hereof, and that the Company may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event they elect to convert their IPO Shares (as described below in Section 8.77.7), (ii) to the Public Stockholders in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional 6-month period, as described in the Prospectus) or (iii) to the Company and the Underwriters as described in Section 4.10.2. hereof, 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 or other third party, as the case may be, such Target Business, vendor or other third party agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (“"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 Fund for any reason whatsoever. Notwithstanding the foregoing, in the event any Target Business, vendor or other third party refuses to acknowledge in writing that it does not have any rights, title, interest or claims of any kind in or to any monies in the Trust Fund, the Company may nonetheless commence its due diligence investigations of such Target Business or obtain the services of any such vendor or third party if and only if the Company’s Board determines in good faith after due inquiry that the Company would be unable to obtain, on a reasonable basis, substantially similar services or opportunities from another entity willing to execute such a waiver.

Trust Fund Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any vessel(s) or an operating business in the shipping industry which the Company seeks to acquire (each a “Target Business”) or obtain the services of any vendor or other third party unless and until such Target Business, vendor, Business or other third party 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 Fund, initially in an amount of $36,542,665 92,310,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Stockholders and the Underwriters as described in Section 4.10.2 hereof, and that the Company may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event they elect to convert their IPO Shares (described as defined below in Section 8.79.8), or the liquidation of the Company or (ii) to the Public Stockholders in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional 6-month period, as described in the Prospectus) or (iii) to the Company and the Underwriters as described in Section 4.10.2. hereof, 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 or other third partyvendor, as the case may be, such Target Business, Business or vendor or other third party agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (“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 Fund for any reason whatsoever. Notwithstanding the foregoing, in the event any Target Business, vendor or other third party refuses to acknowledge in writing that it does not have any rights, title, interest or claims of any kind in or to any monies in the Trust Fund, the Company may nonetheless commence its due diligence investigations of such Target Business or obtain the services of any such vendor or third party if and only if the Company’s Board determines in good faith after due inquiry that the Company would be unable to obtain, on a reasonable basis, substantially similar services or opportunities from another entity willing to execute such a waiver.

Trust Fund Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any operating business which the Company seeks to acquire (each a “"Target Business”") or obtain the services of any vendor or other third party unless and until such Target Business, vendor, Business or other third party 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 Fund, initially in an amount of $36,542,665 (without giving effect to any exercise of the Over-allotment Option) 19,360,004 for the benefit of the Public Stockholders and the Underwriters as described in Section 4.10.2 hereof, public stockholders and that the Company may disburse monies from the Trust Fund only (i) to the Public Stockholders public stockholders in the event they elect to convert their IPO Shares (described as defined below in Section 8.78.8), (ii) to the Public Stockholders in public stockholders upon the event that liquidation of the Company does not effect if the Company fails to consummate a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional 6-month period, as described in the Prospectus) or (iii) to the Company and after, or concurrently with, the Underwriters as described in Section 4.10.2. hereof, after it consummates consummation of a Business Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2) agreeing to engage the services of the vendor or other third partyvendor, as the case may be, such Target Business, Business or vendor or other third party agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (“"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 Fund for any reason whatsoever. Notwithstanding the foregoing, in the event any Target Business, vendor or other third party refuses to acknowledge in writing that it does not have any rights, title, interest or claims of any kind in or to any monies in the Trust Fund, the Company may nonetheless commence its due diligence investigations of such Target Business or obtain the services of any such vendor or third party if and only if the Company’s Board determines in good faith after due inquiry that the Company would be unable to obtain, on a reasonable basis, substantially similar services or opportunities from another entity willing to execute such a waiver.

Trust Fund Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any operating business which the Company seeks to acquire (each a “"Target Business”") or obtain the services of any vendor or other third party unless and until such Target Business, vendor, Business or other third party 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 Fund, initially in an amount of $36,542,665 (without giving effect to any exercise of the Over-allotment Option) 15,420,000 for the benefit of the Public Stockholders and the Underwriters as described in Section 4.10.2 hereof, public stockholders and that the Company may disburse monies from the Trust Fund only (i) to the Public Stockholders public stockholders in the event they elect to convert their IPO Shares (described as defined below in Section 8.78.8), (ii) to the Public Stockholders in public stockholders upon the event that liquidation of the Company does not effect if the Company fails to consummate a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional 6-month period, as described in the Prospectus) or (iii) to the Company and after, or concurrently with, the Underwriters as described in Section 4.10.2. hereof, after it consummates consummation of a Business Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2) agreeing to engage the services of the vendor or other third partyvendor, as the case may be, such Target Business, Business or vendor or other third party agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (“"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 Fund for any reason whatsoever. Notwithstanding the foregoing, in the event any Target Business, vendor or other third party refuses to acknowledge in writing that it does not have any rights, title, interest or claims of any kind in or to any monies in the Trust Fund, the Company may nonetheless commence its due diligence investigations of such Target Business or obtain the services of any such vendor or third party if and only if the Company’s Board determines in good faith after due inquiry that the Company would be unable to obtain, on a reasonable basis, substantially similar services or opportunities from another entity willing to execute such a waiver.

Trust Fund Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any operating business which the Company seeks to acquire (each a “Target Business”) or obtain the services of any vendor or other third party unless and until such Target Business, vendor, or other third party acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it understands that the Company has established the Trust Fund, initially in an amount of $36,542,665 31,079,998 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Stockholders and the Underwriters as described in Section 4.10.2 hereof, and that the Company may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event they elect to convert their IPO Shares (described below in Section 8.7), (ii) to the Public Stockholders in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional 6-month period, as described in the Prospectus) or (iii) to the Company and the Underwriters as described in Section 4.10.2. hereof, 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 or other third party, as the case may be, such Target Business, vendor or other third party agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (“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 Fund for any reason whatsoever. Notwithstanding the foregoing, in the event any Target Business, vendor or other third party refuses to acknowledge in writing that it does not have any rights, title, interest or claims of any kind in or to any monies in the Trust Fund, the Company may nonetheless commence its due diligence investigations of such Target Business or obtain the services of any such vendor or third party if and only if the Company’s Board determines in good faith after due inquiry that the Company would be unable to obtain, on a reasonable basis, substantially similar services or opportunities from another entity willing to execute such a waiver.

Trust Fund Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any operating business which the Company seeks to acquire (each a “"Target Business”") or obtain the services of any vendor or other third party unless and until such Target Business, vendor, Business or other third party 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 Fund, initially in an amount of $36,542,665 (without giving effect to any exercise of the Over-allotment Option) 16,350,002 for the benefit of the Public Stockholders and the Underwriters as described in Section 4.10.2 hereof, public stockholders and that the Company may disburse monies from the Trust Fund only (i) to the Public Stockholders public stockholders in the event they elect to convert their IPO Shares (described as defined below in Section 8.78.8), (ii) to the Public Stockholders in public stockholders upon the event that liquidation of the Company does not effect if the Company fails to consummate a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional 6-month period, as described in the Prospectus) or (iii) to the Company and after, or concurrently with, the Underwriters as described in Section 4.10.2. hereof, after it consummates consummation of a Business Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2) agreeing to engage the services of the vendor or other third partyvendor, as the case may be, such Target Business, Business or vendor or other third party agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (“"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 Fund for any reason whatsoever. Notwithstanding the foregoing, in the event any Target Business, vendor or other third party refuses to acknowledge in writing that it does not have any rights, title, interest or claims of any kind in or to any monies in the Trust Fund, the Company may nonetheless commence its due diligence investigations of such Target Business or obtain the services of any such vendor or third party if and only if the Company’s Board determines in good faith after due inquiry that the Company would be unable to obtain, on a reasonable basis, substantially similar services or opportunities from another entity willing to execute such a waiver.

Trust Fund Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any operating business in the technology, media or telecommunications industries which the Company seeks to acquire (each a “Target Business”) or obtain the services of any vendor or other third party unless and until such Target Business, vendor, or other third party acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it understands that the Company has established the Trust Fund, initially in an amount of $36,542,665 70,565,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Stockholders and the Underwriters as described in Section 4.10.2 hereof, and that the Company may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event they elect to convert their IPO Shares (described below in Section 8.77.7), (ii) to the Public Stockholders in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional 6-month period, as described in the Prospectus) or (iii) to the Company and the Underwriters as described in Section 4.10.2. hereof, 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 or other third party, as the case may be, such Target Business, vendor or other third party agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (“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 Fund for any reason whatsoever. Notwithstanding the foregoing, in the event any Target Business, vendor or other third party refuses to acknowledge in writing that it does not have any rights, title, interest or claims of any kind in or to any monies in the Trust Fund, the Company may nonetheless commence its due diligence investigations of such Target Business or obtain the services of any such vendor or third party if and only if the Company’s Board board of directors determines in good faith after due inquiry that the Company would be unable to obtain, on a reasonable basis, substantially similar services or opportunities from another entity willing to execute such a waiver.

Trust Fund Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any ship(s) or vessel(s) or an operating business in the shipping industry which the Company seeks to acquire (each a “Target Business”) or obtain the services of any vendor or other third party unless and until such Target Business, vendor, Business or other third party 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 Fund, initially in an amount of $36,542,665 92,310,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Stockholders and the Underwriters as described in Section 4.10.2 hereof, and that the Company may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event they elect to convert their IPO Shares (described as defined below in Section 8.78.8), (ii) to the Public Stockholders in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional 6-month period, as described in the Prospectus) or (iii) to the Company and the Underwriters as described in Section 4.10.2. hereof, 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 or other third partyvendor, as the case may be, such Target Business, Business or vendor or other third party agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (“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 Fund for any reason whatsoever. Notwithstanding the foregoing, in the event any Target Business, vendor or other third party refuses to acknowledge in writing that it does not have any rights, title, interest or claims of any kind in or to any monies in the Trust Fund, the Company may nonetheless commence its due diligence investigations of such Target Business or obtain the services of any such vendor or third party if and only if the Company’s Board determines in good faith after due inquiry that the Company would be unable to obtain, on a reasonable basis, substantially similar services or opportunities from another entity willing to execute such a waiver.

Trust Fund Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any operating business in the technology, media or telecommunications industries which the Company seeks to acquire (each a “Target Business”) or obtain the services of any vendor or other third party unless and until such Target Business, vendor, or other third party acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it understands that the Company has established the Trust Fund, initially in an amount of $36,542,665 50,380,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Stockholders and the Underwriters as described in Section 4.10.2 hereof, and that the Company may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event they elect to convert their IPO Shares (described below in Section 8.77.7), (ii) to the Public Stockholders in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional 6-month period, as described in the Prospectus) or (iii) to the Company and the Underwriters as described in Section 4.10.2. hereof, 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 or other third party, as the case may be, such Target Business, vendor or other third party agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (“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 Fund for any reason whatsoever. Notwithstanding the foregoing, in the event any Target Business, vendor or other third party refuses to acknowledge in writing that it does not have any rights, title, interest or claims of any kind in or to any monies in the Trust Fund, the Company may nonetheless commence its due diligence investigations of such Target Business or obtain the services of any such vendor or third party if and only if the Company’s Board board of directors determines in good faith after due inquiry that the Company would be unable to obtain, on a reasonable basis, substantially similar services or opportunities from another entity willing to execute such a waiver.

Trust Fund Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any operating business in the technology, media or telecommunications industries which the Company seeks to acquire (each a “"Target Business”") or obtain the services of any vendor or other third party unless and until such Target Business, vendor, or other third party acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Fund, initially in an amount of $36,542,665 [81,665,000] (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Stockholders and the Underwriters as described in Section 4.10.2 hereof, and that the Company may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event they elect to convert their IPO Shares (described as defined below in Section 8.77.7), (ii) to the Public Stockholders in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional 6-month period, as described in the Prospectus) or (iii) to the Company and the Underwriters as described in Section 4.10.2. hereof, 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 or other third party, as the case may be, such Target Business, vendor or other third party agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (“"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 Fund for any reason whatsoever. Notwithstanding the foregoing, in the event any Target Business, vendor or other third party refuses to acknowledge in writing that it does not have any rights, title, interest or claims of any kind in or to any monies in the Trust Fund, the Company may nonetheless commence its due diligence investigations of such Target Business or obtain the services of any such vendor or third party if and only if the Company’s Board determines in good faith after due inquiry that the Company would be unable to obtain, on a reasonable basis, substantially similar services or opportunities from another entity willing to execute such a waiver.