Common use of Trust Fund Waiver Clause in Contracts

Trust Fund Waiver. The Warrant Agent hereby (a) acknowledges that it has read the Prospectus and understands that on the date hereof the Company is establishing the Trust Account (as defined in the Investment Management Trust Agreement, dated [___________], 2007 (the “Trust Agreement”), between the Company and Continental Stock Transfer & Trust Company, as trustee of the Trust Account), initially in an amount of $[_________] (including deferred underwriting discounts and commissions of $[_________]) for the benefit of the public stockholders of the Company and the underwriters, as described in the Trust Agreement and as further described on Annex 1 attached hereto and (b) for and in consideration of the Company agreeing to engage the services of the Warrant Agent, the Warrant Agent agrees that it does not have any right, title, interest or claim in or to any amounts 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 agrees that it will not seek recourse against the Trust Account for any reason whatsoever.

Trust Fund Waiver. The Warrant Agent hereby (a) acknowledges that it has read the Prospectus and understands that on the date hereof the Company is establishing the Trust Account (as defined in the Investment Management Trust Agreement, dated [___________]March 5, 2007 (the “Trust Agreement”), between the Company and Continental Stock Transfer & Trust Company, as trustee of the Trust Account), initially in an amount of $[_________] 143,700,000 (including deferred underwriting discounts and commissions of $[_________]) 6,000,000 for the benefit of the public stockholders of the Company and the underwriters, as described in the Trust Agreement and as further described on Annex 1 attached hereto and (b) for and in consideration of the Company agreeing to engage the services of the Warrant Agent, the Warrant Agent agrees that it does not have any right, title, interest or claim in or to any amounts 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 agrees that it will not seek recourse against the Trust Account for any reason whatsoever.